Common use of Tenant’s Right Clause in Contracts

Tenant’s Right. Provided that, at the time of such exercise and again at the Expansion Date, (i) there exists no Default of Tenant (or any event or circumstance which, with the passage of time or the giving of notice, or both, would constitute a Default of Tenant); (ii) this Lease is still in full force and effect; and (iii) Tenant shall not have assigned this Lease or sublet any or all of the Premises and actually occupies the entire Premises, Landlord hereby grants Tenant the right and option to expand and increase the size of the Premises by adding thereto the Landlord’s Units (containing approximately 5,202 square feet of space) for the then-remainder of the Term of this Lease (including any Extended Term(s)). Tenant may exercise its option to expand by giving Landlord written notice (the “Expansion Notice”) of its desire to exercise the expansion option. If Tenant so elects, then effective on the one hundred eightieth (180th) day after the giving of such Notice (the “Expansion Date”), (i) the size of the Premises shall automatically be increased to include the Landlord’s Units, (ii) the Landlord shall vacate and deliver possession of the Landlord’s Units, in their then “AS IS” condition (without any representation or warranty), and (iii) the Basic Rent will be increased to reflect the increase in the size of the Premises (at the same per-square-foot rate as from time to time is in effect for the initial Premises). Tenant may not give an Expansion Notice prior to the last day of the thirtieth (30th) calendar month after the Commencement Date (counting the calendar month in which the Commencement Date occurs unless the Commencement Date is not the first day of a calendar month, in which case the first such month will not be counted). If Tenant has not already exercised its option to extend the Term of the Lease for the First Extended Term by the time Tenant gives an Expansion Notice, then the giving of an Expansion Notice will automatically constitute the Tenant’s exercise of its option to extend the Term for the First Extended Term. Tenant may not give an Expansion Notice later than the last day of the forty-second (42nd) calendar month after the Commencement Date (counting the calendar month in which the Commencement Date occurs unless the Commencement Date is not the first day of a calendar month, in which case the first such month will not be counted). If Tenant has not already exercised its option to extend the Term of the Lease for the Second Extended Term by the time Tenant gives an Expansion Notice, then the giving of an Expansion Notice during the First Extended Term will automatically constitute the Tenant’s exercise of its option to extend the Term for the Second Extended Term, it being the express intent that the Expansion Date will not occur if less than one (1) year would then remain in the Term (as theretofore extended).

Tenant’s Right. Provided that, at the time of such exercise and again at the Expansion Datecommencement of the Extended Term, (i) there exists no Default Event of Tenant (or any event or circumstance whichDefault, with the passage of time or the giving of notice, or both, would constitute a Default of Tenant); and (ii) Tenant shall not have assigned this Lease or sublet more than thirty percent (30%) of the Premises (other than in connection with respect to which Landlord’s consent is not required under Section 12.2), and (iii) this Lease is still in full force and effect; and (iii) , Tenant shall not have assigned this Lease or sublet any or all of the Premises and actually occupies the entire Premises, Landlord hereby grants Tenant the right and option to expand and increase the size of the Premises by adding thereto the Landlord’s Units (containing approximately 5,202 square feet of space) for the then-remainder of extend the Term of this Lease (including any Extended Term(s)). Tenant may exercise its option to expand by giving Landlord written notice for one extended term (the “Expansion NoticeExtended Term”) of its desire to exercise the expansion optiontwo (2) years. If Tenant so elects, then effective The Extended Term shall commence on the one hundred eightieth day following the Expiration Date, and shall end on the date that is two years following such date. Tenant shall exercise such option to extend by giving written notice to Landlord not later than nine (180th9) day after months prior to the Expiration Date. The giving of such Notice (the “Expansion Date”), (i) the size of the Premises notice by Tenant shall automatically and irrevocably extend the Term of this Lease for the Extended Term and no instrument of renewal need be increased executed. In the event that Tenant fails to include give such notice to Landlord, this Lease shall automatically terminate on the Landlord’s Units, (ii) the Landlord shall vacate and deliver possession of the Landlord’s Units, in their then “AS IS” condition (without any representation or warranty)Expiration Date, and (iii) the Basic Rent will be increased to reflect the increase in the size of the Premises (at the same per-square-foot rate as from time to time is in effect for the initial Premises). Tenant may not give an Expansion Notice prior to the last day of the thirtieth (30th) calendar month after the Commencement Date (counting the calendar month in which the Commencement Date occurs unless the Commencement Date is not the first day of a calendar month, in which case the first such month will not be counted). If Tenant has not already exercised its shall have no further option to extend the Term of this Lease, it being agreed that time shall be of the Lease for the First Extended Term by the time Tenant gives an Expansion Notice, then essence in the giving of an Expansion Notice will automatically constitute any such notice. The Extended Term shall be on all the terms and conditions of this Lease (including without limitation that Tenant’s exercise Share of its option increases in Operating Expenses and Taxes shall continue to extend be calculated using the Term Base Years set forth in Section 1.18), except that the Base Rent for the First Extended Term. Tenant may not give an Expansion Notice later than the last day of the forty-second (42nd) calendar month after the Commencement Date (counting the calendar month in which the Commencement Date occurs unless the Commencement Date is not the first day of a calendar month, in which case the first such month will not be counted). If Tenant has not already exercised its option to extend the Term of the Lease for the Second Extended Term by the time Tenant gives an Expansion Notice, then the giving of an Expansion Notice during the First Extended Term will automatically constitute the Tenant’s exercise of its option shall be determined pursuant to extend the Term for the Second Extended Term, it being the express intent that the Expansion Date will not occur if less than one (1) year would then remain in the Term (as theretofore extended)Section 27.2 hereof.

Tenant’s Right. Provided that, at the time of such exercise and again at the Expansion Datebeginning of the Extended Term in question, (i) there exists no Default of Tenant (or any event or circumstance which, with the passage of time or the giving of notice, or both, would constitute a Default of Tenant); (ii) this Lease is still in full force and effect; and (iii) Tenant shall not have assigned this Lease or sublet any or all of the Premises and actually occupies the entire Premises, Landlord hereby grants Tenant shall have the right and option to expand and increase the size of the Premises by adding thereto the Landlord’s Units (containing approximately 5,202 square feet of space) for the then-remainder of extend the Term of this Lease for two (including any 2) extended terms (the “First Extended Term(s))Term” and the “Second Extended Term”) of one (1) year each. The First Extended Term shall commence on the day immediately following the expiration date of the Initial Term, and shall end on the day immediately preceding the first anniversary of the first day of the First Extended Term. The Second Extended Term shall commence on the day immediately following the expiration date of the First Extended Term, and shall end on the day immediately preceding the first anniversary of the first day of the Second Extended Term. Tenant may shall exercise its such option to expand by giving Landlord written notice (the “Expansion Notice”) of its desire to exercise do so, not later than three (3) months prior to the expansion option. If Tenant so electsexpiration of the Initial Term or the First Extended Term, then effective on as the one hundred eightieth (180th) day after case may be, it being agreed that time shall be of the essence with respect to the giving of such Notice (notice or any other notice provided for in this Lease. The giving of such notice shall automatically extend the “Expansion Date”)Term of this Lease for the applicable Extended Term, (i) and no instrument of renewal need be executed. In the size event that Tenant fails to give such notice to Landlord, the Term of this Lease shall automatically terminate at the end of the Premises shall automatically be increased to include Initial Term or the Landlord’s UnitsFirst Extended Term, (ii) as the Landlord shall vacate and deliver possession of the Landlord’s Units, in their then “AS IS” condition (without any representation or warranty)case may be, and (iii) the Basic Rent will be increased to reflect the increase in the size of the Premises (at the same per-square-foot rate as from time to time is in effect for the initial Premises). Tenant may not give an Expansion Notice prior to the last day of the thirtieth (30th) calendar month after the Commencement Date (counting the calendar month in which the Commencement Date occurs unless the Commencement Date is not the first day of a calendar month, in which case the first such month will not be counted). If Tenant has not already exercised its shall have no further right or option to extend the Term of the Lease for the First this Lease. Each Extended Term by shall be on all the time Tenant gives an Expansion Noticeterms and conditions of this Lease, then except that the giving of an Expansion Notice will automatically constitute the Tenant’s exercise of its option to extend the Term Basic Rent for the First Extended Term. Tenant may not give an Expansion Notice later than the last day of the forty-second (42nd) calendar month after the Commencement Date (counting the calendar month in which the Commencement Date occurs unless the Commencement Date is not the first day of a calendar month, in which case the first such month will not be counted). If Tenant has not already exercised its option to extend the Term of the Lease for the Second each Extended Term by the time Tenant gives an Expansion Notice, then the giving of an Expansion Notice during the First Extended Term will automatically constitute the Tenant’s exercise of its option to extend the Term for the Second Extended Term, it being the express intent that the Expansion Date will not occur if less than one shall be as provided in paragraph (1b) year would then remain in the Term (as theretofore extended)below.

Tenant’s Right. Provided that, at the time of such exercise and again at the Expansion Datedate of closing, (i) there exists no Default of Tenant (or any event or circumstance which, with the passage of time or the giving of notice, or both, would constitute a Default of Tenant); (ii) this Lease is still in full force and effect; and (iii) Tenant shall not have assigned this Lease or sublet any or all of the Premises and actually occupies the entire Premises, Landlord hereby grants Tenant a right of first offer to purchase the right Premises (and, if Landlord so elects, the Landlord’s Units) pursuant to the terms and option conditions of this Section 17.1 (the “First Offer Purchase Right”). The property specified by Landlord in the Offer Notice (defined below) is referred to expand as the “Offered Property.” Notwithstanding anything contained in the Lease and increase this Section to the size contrary, the rights granted herein shall only be applicable at such time as Landlord, in its sole discretion, desires to market the Offered Property to a third party or parties (other than to any entity controlling, controlled by, under common control with Landlord or its members, managers or shareholders). Subject to the terms and conditions hereof, if Landlord desires, in its sole discretion, to offer the Offered Property for sale to a third party, Landlord shall send Tenant written notice thereof (the “Offer Notice”), which shall set forth the terms and conditions on which Landlord is willing to sell the Offered Property, including without limitation Landlord’s then good faith estimate of the fair market value of the Offered Property. Tenant shall have ten (10) days from the date of the Offer Notice to notify Landlord in writing as to whether Tenant desires to negotiate to purchase the entire Offered Property on the terms and conditions set forth therein. In the event Tenant fails to elect to purchase the Offered Property within such ten (10) day period, Tenant shall be deemed for all purposes to have waived its rights hereunder, and this Section shall thereafter be void. In such event, Landlord may continue its efforts in marketing the Offered Property or any portion thereof to third parties and Landlord may select whatever offer or offers it desires to pursue, in Landlord’s sole discretion. In the event Tenant responds in writing to Landlord of its interest in purchasing the Offered Property within such ten (10) day period, then Landlord and Tenant agree, for a period of twenty (20) days (commencing on the date of Tenant’s notice), to enter into good faith negotiations to determine the terms and conditions for the sale of the Offered Property to Tenant, which shall include those terms and conditions contained in the Offer Notice. In the event that the parties. despite good faith efforts and acting reasonably, fail to enter into a definitive purchase agreement fully signed and delivered by both parties during such twenty (20)-day period, then Tenant’s First Offer Purchase Right shall terminate (subject, however, to the following provisions) and Landlord shall be permitted to list the Offered Property (or any portion thereof) and to sell the Offered Property (or any portion thereof) to any party or parties on terms and conditions acceptable to Landlord, in its sole discretion. In the event Tenant exercises the First Offer Right, and if Landlord and Tenant execute and deliver to the other a definitive purchase agreement within said twenty (20)-day period, the closing shall take place pursuant to the terms and conditions specified in the definitive purchase agreement. The terms and provisions hereof shall remain in full force and effect until the purchase has closed, except as otherwise provided herein. Tenant and Landlord agree that at the closing, Landlord will convey the Offered Property in its then “AS-IS, WHERE-IS” condition by a Massachusetts quitclaim deed. At the closing under the First Offer Purchase Right, (i) closing costs shall be allocated as provided in the definitive purchase agreement, (ii) real estate taxes, rents and other income and expense items will be equitably prorated, (iii) this Lease shall cease and come to an end, and (iv) if the Offered Property consists of only the Premises, Landlord will remove the two doorways and doors between the Premises by adding thereto and the Landlord’s Units (containing approximately 5,202 square feet of space) for and the then-remainder of cost thereof shall be divided evenly between the Term of this Lease (including any Extended Term(s)parties). The foregoing rights of Tenant may exercise its option to expand by giving Landlord written notice (the “Expansion Notice”) of its desire to exercise the expansion option. If Tenant so electsshall in no event arise as a result of, then effective on the one hundred eightieth (180th) day after the giving of such Notice (the “Expansion Date”), and this section shall not apply to: (i) the size sale by Landlord of the Premises shall automatically be increased to include the Landlord’s Unitsall or substantially all of its assets, or (ii) the Landlord shall vacate and deliver possession sale or transfer of all or any portion of the Offered Property in connection with Landlord’s Unitsmerger or combination into or with another entity, in their then “AS IS” condition (without any representation or warranty), and (iii) the Basic Rent will be increased to reflect the increase in the size granting by Landlord of any mortgage or other lien covering all or any portion of the Premises Offered Property, or (at iv) the same per-square-foot rate as from time to time is in effect for the initial Premises). Tenant may not give an Expansion Notice prior to the last day foreclosure of the thirtieth (30th) calendar month after the Commencement Date (counting the calendar month in which the Commencement Date occurs unless the Commencement Date is not the first day of a calendar month, in which case the first such month will not be counted). If Tenant has not already exercised its option to extend the Term of the Lease for the First Extended Term by the time Tenant gives an Expansion Notice, then any mortgage or lien or the giving of an Expansion Notice will automatically constitute a deed in lieu of foreclosure, or (v) the Tenant’s exercise of its option to extend the Term for the First Extended Term. Tenant may not give an Expansion Notice later than the last day sale of the forty-second Offered Property or any portion thereof to any member or manager of Landlord or any entity more than forty percent (42nd40%) calendar month after of the Commencement Date (counting the calendar month equity in which is owned or controlled by any member or manager (or the Commencement Date occurs unless the Commencement Date is not the first day of a calendar month, in which case the first such month will not be counted). If Tenant has not already exercised its option to extend the Term members of the Lease for the Second Extended Term by the time Tenant gives an Expansion Notice, then the giving family of an Expansion Notice during the First Extended Term will automatically constitute the Tenant’s exercise of its option to extend the Term for the Second Extended Term, it being the express intent that the Expansion Date will not occur if less than one (1) year would then remain in the Term (as theretofore extendedany member or manager).

Tenant’s Right. Provided that, at the time of such exercise and again at the Expansion Dateexercise, (i) there -------------- exists no Default of Tenant (or any event or circumstance which, with the passage of time or the giving of notice, or both, would constitute a Default of Tenant); (ii) this Lease is still in full force and effect; and (iii) Tenant shall not have assigned this Lease or sublet any or all of the Premises and actually occupies the entire Premises, Landlord hereby grants Tenant shall have the right and option to expand and increase the size of the Premises by adding thereto the Landlord’s Units (containing approximately 5,202 square feet of space) for the then-remainder of extend the Term of this Lease for one extended term (including any the "Extended Term(s))Term") of three (3) years. The Extended Term shall commence on the day immediately following the expiration date of the Initial Term, and shall end on the day immediately preceding the third (3rd) anniversary of the first day of the Extended Term. Tenant may shall exercise its such option to expand by giving Landlord written notice (the “Expansion Notice”) of its desire to exercise do so, not later than nine (9) months prior to the expansion option. If Tenant so electsexpiration of the Initial Term, then effective on it being agreed that time shall be of the one hundred eightieth (180th) day after essence with respect to the giving of such Notice (notice. The giving of such notice shall automatically extend the “Expansion Date”)Term of this Lease for the Extended Term, (i) and no instrument of renewal need be executed. In the size event that Tenant fails to give such notice to Landlord, the Term of this Lease shall automatically terminate at the end of the Premises shall automatically be increased to include the Landlord’s Units, (ii) the Landlord shall vacate and deliver possession of the Landlord’s Units, in their then “AS IS” condition (without any representation or warranty)Initial Term, and (iii) the Basic Rent will be increased to reflect the increase in the size of the Premises (at the same per-square-foot rate as from time to time is in effect for the initial Premises). Tenant may not give an Expansion Notice prior to the last day of the thirtieth (30th) calendar month after the Commencement Date (counting the calendar month in which the Commencement Date occurs unless the Commencement Date is not the first day of a calendar month, in which case the first such month will not be counted). If Tenant has not already exercised its shall have no further right or option to extend the Term of this Lease. The Extended Term shall be on all the Lease terms and conditions of this Lease, except that: (i) Landlord shall have no obligation to pay any construction or improvements allowance, or to perform any alterations or improvements to the Premises, with respect to the Extended Term; and (ii) the Basic Rent for the First Extended Term by the time Tenant gives an Expansion Notice, then the giving of an Expansion Notice will automatically constitute the Tenant’s exercise of its option to extend the Term for the First Extended Term. Tenant may not give an Expansion Notice later than the last day of the forty-second (42nd) calendar month after the Commencement Date (counting the calendar month shall be determined in which the Commencement Date occurs unless the Commencement Date is not the first day of a calendar month, in which case the first such month will not be counted). If Tenant has not already exercised its option to extend the Term of the Lease for the Second Extended Term by the time Tenant gives an Expansion Notice, then the giving of an Expansion Notice during the First Extended Term will automatically constitute the Tenant’s exercise of its option to extend the Term for the Second Extended Term, it being the express intent that the Expansion Date will not occur if less than one (1) year would then remain in the Term (as theretofore extended)accordance with section 15.2.

Tenant’s Right. Provided that, at of First Refusal with respect to a particular Offering Space (or portion thereof) desired by a Prospect shall terminate on the time of such exercise and again at the Expansion Date, earlier to occur of: (i) there exists no Default of Tenant (or any event or circumstance whichSeptember 30, with the passage of time or the giving of notice, or both, would constitute a Default of Tenant)2005; (ii) this Lease is still in full force and effect; and (iii) Tenant shall not have assigned this Lease or sublet any or all Tenant's failure to exercise its Right of First Refusal within the 7 day period following Tenant's receipt of the Premises and actually occupies RFR Advice, as provided in Paragraph B above, with respect to the entire Premises, Landlord hereby grants Tenant particular Offering Space(or portion thereof) desired by the right and option to expand and increase the size of the Premises by adding thereto the Landlord’s Units (containing approximately 5,202 square feet of space) for the then-remainder of the Term of this Lease (including any Extended Term(s)). Tenant may exercise its option to expand by giving Landlord written notice (the “Expansion Notice”) of its desire to exercise the expansion option. If Tenant so elects, then effective on the one hundred eightieth (180th) day after the giving of such Notice (the “Expansion Date”), (i) the size of the Premises shall automatically be increased to include the Landlord’s Units, (ii) the Landlord shall vacate and deliver possession of the Landlord’s Units, in their then “AS IS” condition (without any representation or warranty)Prospect, and (iii) the Basic Rent will be increased date Landlord would have provided Tenant a RFR Advice with respect to reflect the increase particular Offering Space(or portion thereof) desired by the Prospect if Tenant had not been in the size violation of one or more of the Premises conditions set forth in subsections III.A.2(a)-(e) above. Notwithstanding the foregoing, if (at A) Tenant was entitled to exercise its Right of First Refusal, but failed to provide Landlord with a Notice of Exercise within the same per-square-foot 7 day period provided in paragraph B above, or if Tenant provided Landlord with a Notice of Exercise but Landlord and Tenant failed to agree upon the Prevailing Market rate as from time to time is in effect for the initial PremisesOffering Space in Building 223 as described in Section III.C.2.a above, and (B) Landlord does not enter into a lease for the Offering Space with the Prospect which triggered the RFR Advice, or any entity or individual affiliated with or related to such Prospect (collectively, the "Trigger Prospect"), then Tenant shall once again have a Right of First Refusal with respect to such Offering Space, and Landlord will issue a new RFR Advice to Tenant for such Offering Space when Landlord has a Prospect, other than the Trigger Prospect, for such Offering Space in Building 223 as described in Section III.B. above. In addition, if Landlord does enter into a lease for the Offering Space, Tenant may not give an Expansion Notice prior shall have a Right of First Refusal on such Offering Space (subject to the last day terms hereof) upon the expiration of the thirtieth (30th) calendar month after lease with the Commencement Date (counting Prospect that leased the calendar month in which the Commencement Date occurs unless the Commencement Date is not the first day of a calendar month, in which case the first such month will not be counted). If Tenant has not already exercised its option to extend the Term of the Lease for the First Extended Term by the time Tenant gives an Expansion Notice, then the giving of an Expansion Notice will automatically constitute the Tenant’s exercise of its option to extend the Term for the First Extended Term. Tenant may not give an Expansion Notice later than the last day of the forty-second (42nd) calendar month after the Commencement Date (counting the calendar month in which the Commencement Date occurs unless the Commencement Date is not the first day of a calendar month, in which case the first such month will not be counted). If Tenant has not already exercised its option to extend the Term of the Lease for the Second Extended Term by the time Tenant gives an Expansion Notice, then the giving of an Expansion Notice during the First Extended Term will automatically constitute the Tenant’s exercise of its option to extend the Term for the Second Extended Term, it being the express intent that the Expansion Date will not occur if less than one (1) year would then remain in the Term (as theretofore extended)Offering Space.

Tenant’s Right. Provided that, at the time of such exercise and again at the Expansion Dateexercise, (i) there exists no Default Event of Tenant (or any event or circumstance which, with the passage of time or the giving of notice, or both, would constitute a Default of Tenant)Default; (ii) this Tenant has not assigned the Lease or sublet all of any portion of the Premises (other than to any entity described in the last sentence of Section 12.1 hereof); and (iii) the Lease is still in full force and effect; and (iii) , Tenant shall not have assigned this Lease or sublet any or all of the Premises and actually occupies the entire Premises, Landlord hereby grants Tenant the right and option to expand and increase the size of the Premises by adding thereto the Landlord’s Units (containing approximately 5,202 square feet of space) for the then-remainder of the Term of this Lease (including any Extended Term(s)). Tenant may exercise its option to expand by giving Landlord written notice (the “Expansion Notice”) of its desire to exercise the expansion option. If Tenant so elects, then effective on the one hundred eightieth (180th) day after the giving of such Notice (the “Expansion Date”), (i) the size of the Premises shall automatically be increased to include the Landlord’s Units, (ii) the Landlord shall vacate and deliver possession of the Landlord’s Units, in their then “AS IS” condition (without any representation or warranty), and (iii) the Basic Rent will be increased to reflect the increase in the size of the Premises (at the same per-square-foot rate as from time to time is in effect for the initial Premises). Tenant may not give an Expansion Notice prior to the last day of the thirtieth (30th) calendar month after the Commencement Date (counting the calendar month in which the Commencement Date occurs unless the Commencement Date is not the first day of a calendar month, in which case the first such month will not be counted). If Tenant has not already exercised its option to extend the Term of the Lease for one extended term (the First “Extended Term Term”) of three (3) years, commencing June 1, 2009 and ending May 31, 2012. If Tenant so requests in writing, not sooner than March 31, 2008, Landlord shall, within thirty (30) days, advise Tenant of Landlord’s then good faith determination of what the Fair Market Rental Value of the Premises would be as of the Determination Date (as such terms are defined in Section 27.2). Tenant shall exercise such option to extend by the time giving written notice to Landlord not later than May 31, 2008. Tenant gives an Expansion Notice, then the giving of an Expansion Notice will automatically constitute the further agrees that Tenant’s exercise of its option right to extend the Term for the First Extended Term is expressly subject only to the rights of Hxxxxx Associates under an existing lease dated as of February 19, 2004 to expand into the Premises as of June 1, 2009, and that the Premises may not be available to Tenant during the Extended Term. Tenant may not give an Expansion Notice Not later than June 30, 2008, Landlord shall advise Tenant of whether the last day of Premises will be available to Tenant during the forty-second (42nd) calendar month after Extended Term. If the Commencement Date (counting the calendar month in which the Commencement Date occurs unless the Commencement Date is not the first day of a calendar month, in which case the first such month Premises will not be counted). If Tenant has not already exercised its available during the Extended Term, then Tenant’s option to extend the Term of shall be void and without any effect, and the Lease for the Second Extended Term by the time Tenant gives an Expansion Notice, then the giving of an Expansion Notice during the First Extended Term will automatically constitute end on the Tenant’s exercise of its option to extend the Term for the Second Extended Term, it being the express intent that the Expansion Expiration Date will not occur if less than one (1) year would then remain in the Term (as theretofore extended)set forth herein.

Tenant’s Right. Provided that, at the time of such exercise and again at the Expansion Dateexercise, (i) there -------------- exists no Default of Tenant (or any event or circumstance which, with the passage of time or the giving of notice, or both, would constitute a Default of Tenant); (ii) this Lease is still in full force and effect; and (iii) Tenant shall actually occupy not less than seventy-five percent (75%) of Premises Rentable Area, Tenant shall have assigned this Lease or sublet any or all of the Premises and actually occupies the entire Premises, Landlord hereby grants Tenant the right and option to expand and increase the size of the Premises by adding thereto the Landlord’s Units (containing approximately 5,202 square feet of space) for the then-remainder of extend the Term of this Lease for one extended term (including any the "Extended Term(s))Term") of five (5) years. The Extended Term shall commence on the day immediately following the expiration date of the Initial Term, and shall end on the day immediately preceding the fifth anniversary of the first day of the Extended Term. Tenant may shall exercise its such option to expand by giving Landlord written notice (the “Expansion Notice”) of its desire to exercise do so, not later than nine (9) months prior to the expansion option. If Tenant so electsexpiration of the Initial Term, then effective on it being agreed that time shall be of the one hundred eightieth (180th) day after essence with respect to the giving of such Notice (notice. The giving of such notice shall automatically extend the “Expansion Date”)Term of this Lease for the Extended Term, (i) and no instrument of renewal need be executed. In the size event that Tenant fails to give such notice to Landlord, the Term of this Lease shall automatically terminate at the end of the Premises shall automatically be increased to include the Landlord’s Units, (ii) the Landlord shall vacate and deliver possession of the Landlord’s Units, in their then “AS IS” condition (without any representation or warranty)Initial Term, and (iii) the Basic Rent will be increased to reflect the increase in the size of the Premises (at the same per-square-foot rate as from time to time is in effect for the initial Premises). Tenant may not give an Expansion Notice prior to the last day of the thirtieth (30th) calendar month after the Commencement Date (counting the calendar month in which the Commencement Date occurs unless the Commencement Date is not the first day of a calendar month, in which case the first such month will not be counted). If Tenant has not already exercised its shall have no further right or option to extend the Term of this Lease. The Extended Term shall be on all the Lease terms and conditions of this Lease, except that: (i) Landlord shall have no obligation to pay any construction or improvements allowance, or to perform any alterations or improvements to the Premises, with respect to the Extended Term; and (ii) the Basic Rent for the First Extended Term by the time Tenant gives an Expansion Notice, then the giving of an Expansion Notice will automatically constitute the Tenant’s exercise of its option to extend the Term for the First Extended Term. Tenant may not give an Expansion Notice later than the last day of the forty-second (42nd) calendar month after the Commencement Date (counting the calendar month shall be determined in which the Commencement Date occurs unless the Commencement Date is not the first day of a calendar month, in which case the first such month will not be counted). If Tenant has not already exercised its option to extend the Term of the Lease for the Second Extended Term by the time Tenant gives an Expansion Notice, then the giving of an Expansion Notice during the First Extended Term will automatically constitute the Tenant’s exercise of its option to extend the Term for the Second Extended Term, it being the express intent that the Expansion Date will not occur if less than one (1) year would then remain in the Term (as theretofore extended)accordance with section 15.2.

Tenant’s Right. Provided that, at the time of such exercise and again at the Expansion Dateexercise, (i) there exists no Default Event of Tenant (or any event or circumstance which, with the passage of time or the giving of notice, or both, would constitute a Default of Tenant)Default; (ii) Tenant has not assigned this Lease or sublet all or any portion of the Premises (other than to any entity described in the last sentence of Section 12.1 hereof); and (iii) this Lease is still in full force and effect; and (iii) , Tenant shall not have assigned this Lease or sublet any or all of the Premises and actually occupies the entire Premises, Landlord hereby grants Tenant the right and option to expand and increase the size of the Premises by adding thereto the Landlord’s Units (containing approximately 5,202 square feet of space) for the then-remainder of extend the Term of this Lease (including any Extended Term(s)). Tenant may exercise its option to expand by giving Landlord written notice for one extended term (the “Expansion NoticeExtended Term”) of its desire to exercise five (5) years. The Extended Term shall commence on the expansion optionday immediately following the expiration date of the Initial Term, and shall end on the day immediately preceding the fifth anniversary of the first day of the Extended Term. If Tenant so electsrequests in writing, then effective on the one hundred eightieth (180th) day after the giving of such Notice (the “Expansion Date”), (i) the size of the Premises shall automatically be increased to include the Landlord’s Units, (ii) the Landlord shall vacate and deliver possession of the Landlord’s Units, in their then “AS IS” condition (without any representation or warranty), and (iii) the Basic Rent will be increased to reflect the increase in the size of the Premises (at the same per-square-foot rate as from time to time is in effect for the initial Premises). Tenant may not give an Expansion Notice prior to the last day of the thirtieth (30th) calendar month after the Commencement Date (counting the calendar month in which the Commencement Date occurs unless the Commencement Date is not sooner than the first day of a the twelfth (12th) calendar monthmonth prior to the Expiration Date, Landlord shall, within thirty (30) days, advise Tenant of Landlord’s then good faith determination of what the Fair Market Rental Value of the Premises would be as of the Determination Date (as such terms are defined in which case Section 27.2). Tenant shall exercise such option to extend by giving written notice to Landlord not later than nine (9) months prior to the first expiration of the Initial Term. The giving of such month will not notice by Tenant shall automatically extend the Term of this Lease for the Extended Term and no instrument of renewal need be counted)executed. If Tenant has shall have requested, and Landlord shall have given, Landlord’s good faith determination as aforesaid, and if Tenant subsequently exercises its option to extend, Tenant shall be deemed to have accepted Landlord’s determination unless at the time of exercise, Tenant advises Landlord that Tenant does not already exercised its accept the same as the Fair Market Rental Value. In the event that Tenant fails to give such notice to Landlord, this Lease shall automatically terminate at the end of the Initial Term, and Tenant shall have no further option to extend the Term of this Lease, it being agreed that time shall be of the Lease for the First Extended Term by the time Tenant gives an Expansion Notice, then essence in the giving of an Expansion Notice will automatically constitute such notice. The Extended Term shall be on all the Tenant’s exercise terms and conditions of its option to extend this Lease, except that the Term Base Rent for the First Extended Term. Tenant may not give an Expansion Notice later than the last day of the forty-second (42nd) calendar month after the Commencement Date (counting the calendar month in which the Commencement Date occurs unless the Commencement Date is not the first day of a calendar month, in which case the first such month will not be counted). If Tenant has not already exercised its option to extend the Term of the Lease for the Second Extended Term by the time Tenant gives an Expansion Notice, then the giving of an Expansion Notice during the First Extended Term will automatically constitute the Tenant’s exercise of its option shall be determined pursuant to extend the Term for the Second Extended Term, it being the express intent that the Expansion Date will not occur if less than one (1) year would then remain in the Term (as theretofore extended)Section 27.2 hereof.

Tenant’s Right. Provided that, at the time of such exercise and again at the Expansion Dateexercise, (i) there exists no Default uncured Event of Tenant (or any event or circumstance which, with the passage of time or the giving of notice, or both, would constitute a Default of Tenant)Default; (ii) there shall not then be in effect any assignment of this Lease by Tenant, or any sublease, license or other occupancy agreement affecting twenty-five percent (25%) or more of the Premises Area (other than to an entity controlling, controlled by or under common control with Tenant or any other entity described in Section 12.2 hereof); and (iii) this Lease is still in full force and effect; and (iii) , Tenant shall not have assigned this Lease or sublet any or all of the Premises and actually occupies the entire Premises, Landlord hereby grants Tenant the right and option to expand and increase the size of the Premises by adding thereto the Landlord’s Units (containing approximately 5,202 square feet of space) for the then-remainder of extend the Term of this Lease for one (including any Extended Term(s)). Tenant may exercise its option to expand by giving Landlord written notice 1) extended term (the “Expansion Notice”"Extended Term") of its desire to exercise the expansion optionfive (5) years. If Tenant so elects, then effective The Extended Term shall commence on the one hundred eightieth (180th) day after immediately following the giving of such Notice (the “Expansion Date”), (i) the size expiration date of the Premises shall automatically be increased to include the Landlord’s Units, (ii) the Landlord shall vacate and deliver possession of the Landlord’s Units, in their then “AS IS” condition (without any representation or warranty)Initial Term, and (iii) shall end on the Basic Rent will be increased to reflect day immediately preceding the increase in the size fifth anniversary of the Premises (at the same per-square-foot rate as from time to time is in effect for the initial Premises). Tenant may not give an Expansion Notice prior to the last day of the thirtieth (30th) calendar month after the Commencement Date (counting the calendar month in which the Commencement Date occurs unless the Commencement Date is not the first day of a calendar monththe Extended Term. Tenant shall exercise such option to extend by giving written notice to Landlord not later than nine (9) months prior to the expiration of the Initial Term. The giving of such notice by Tenant shall automatically extend the Term of this Lease for the Extended Term and no instrument of renewal need be executed. In the event that Tenant fails to give such notice to Landlord, in which case this Lease shall automatically terminate at the first such month will not be counted). If end of the Initial Term, and Tenant has not already exercised its shall have no further option to extend the Term of this Lease, it being agreed that time shall be of the Lease for the First Extended Term by the time Tenant gives an Expansion Notice, then essence in the giving of an Expansion Notice will automatically constitute such notice. The Extended Term shall be on all the Tenant’s exercise terms and conditions of its option to extend this Lease, except that the Term Base Rent for the First Extended Term. Tenant may not give an Expansion Notice later than the last day of the forty-second (42nd) calendar month after the Commencement Date (counting the calendar month in which the Commencement Date occurs unless the Commencement Date is not the first day of a calendar month, in which case the first such month will not be counted). If Tenant has not already exercised its option to extend the Term of the Lease for the Second Extended Term by the time Tenant gives an Expansion Notice, then the giving of an Expansion Notice during the First Extended Term will automatically constitute the Tenant’s exercise of its option shall be determined pursuant to extend the Term for the Second Extended Term, it being the express intent that the Expansion Date will not occur if less than one (1) year would then remain in the Term (as theretofore extended)SECTION 27.2 hereof.

Tenant’s Right. Provided that, at the time of such exercise and again at the Expansion Dateexercise, (i) there exists no Event of Default on the part of Tenant under this Lease (nor any failure by Tenant to make any required payment or perform any event or circumstance obligation, of which failure Tenant has received notice and which, with the passage of time or the giving of notice, or bothtime, would constitute a Default an Event of TenantDefault); , and (ii) Tenant then actually occupies all of the Premises, and (iii) this Lease is still in full force and effect; and (iii) , Tenant shall not have assigned this Lease or sublet any or all of the Premises and actually occupies the entire Premises, Landlord hereby grants Tenant the right and option to expand and increase the size of the Premises by adding thereto the Landlord’s Units (containing approximately 5,202 square feet of space) for the then-remainder of extend the Term of this Lease (including any Extended Term(s)). Tenant may exercise its option to expand by giving Landlord written notice for one extended term (the “Expansion NoticeExtended Term”) of its desire to exercise the expansion optionfive (5) years. If Tenant so elects, then effective The Extended Term shall commence on the one hundred eightieth (180th) day after the giving of such Notice (the “Expansion Date”), (i) the size of the Premises shall automatically be increased to include the Landlord’s Units, (ii) the Landlord shall vacate and deliver possession of the Landlord’s Units, in their then “AS IS” condition (without any representation or warranty), and (iii) the Basic Rent will be increased to reflect the increase in the size of the Premises (at the same per-square-foot rate as from time to time is in effect for the initial Premises). Tenant may not give an Expansion Notice prior to immediately following the last day of the thirtieth (30th) calendar month after initial Term, and shall end at 11:59 p.m. on that day immediately preceding the Commencement Date (counting the calendar month in which the Commencement Date occurs unless the Commencement Date is not fifth anniversary of the first day of a calendar monththe Extended Term. Tenant shall exercise such option to extend by giving written notice to Landlord not later than twelve (12) months prior to the date on which the initial Term ends. The giving of such notice by Tenant shall automatically and irrevocably extend the Term of this Lease for the Extended Term and no instrument of renewal need be executed. In the event that Tenant fails to give such notice to Landlord, in which case this Lease shall automatically terminate on the first such month will not be counted). If last day of the initial Term, and Tenant has not already exercised its shall have no further option to extend the Term of this Lease, it being agreed that time shall be of the Lease for the First Extended Term by the time Tenant gives an Expansion Notice, then essence in the giving of an Expansion Notice will automatically constitute any such notice. The Extended Term shall be on all the Tenant’s exercise terms and conditions of its option to extend this Lease, except that the Term Base Rent for the First Extended Term. Tenant may not give an Expansion Notice later than the last day of the forty-second (42nd) calendar month after the Commencement Date (counting the calendar month in which the Commencement Date occurs unless the Commencement Date is not the first day of a calendar month, in which case the first such month will not be counted). If Tenant has not already exercised its option to extend the Term of the Lease for the Second Extended Term by the time Tenant gives an Expansion Notice, then the giving of an Expansion Notice during the First Extended Term will automatically constitute the Tenant’s exercise of its option shall be determined pursuant to extend the Term for the Second Extended Term, it being the express intent that the Expansion Date will not occur if less than one (1) year would then remain in the Term (as theretofore extended)Section 27.2 below.