Common use of Termination of Lease Clause in Contracts

Termination of Lease. Effective as of 5:00 p.m. on the Effective Termination Date (defined below), the Lease shall terminate and expire with the same force and effect as if such Effective Termination Date had originally been specified in the Lease as the termination date of the Term of the Lease. Prior to the Effective Termination Date, except as expressly set forth in this Agreement, both Landlord and Tenant shall perform all of their respective obligations thereunder (other than Tenant’s obligations with respect to the payment of Basic Rent and Additional Rent due under the Lease, which Xxxxxxxx has agreed to xxxxx following June 30, 2023). As used herein, the “Effective Termination Date” means the date upon which the Surrender Conditions (defined below) are fully satisfied to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the following: (a) payment of the full Termination Fee (as defined in Section 3 below); (b) surrender of the Premises (including the Lab Area) to Landlord in strict accordance with the terms of Section 21 of the Original Lease, including, without limitation, the Surrender Plan approved by Landlord and cleaning of all duct work and HVAC systems; (c) delivery of a photocopy of the original executed Bill of Sale (defined below); and (d) removal of Tenant’s signage (including the repair of all damage caused thereby and restoration of the Building to its condition before the installation of Tenant’s signage), all at Tenant’s sole cost and expense. Upon its belief that it has satisfied all Surrender Conditions, Tenant will provide written notice thereof to Landlord. In the event Landlord disputes the satisfaction of any Surrender Condition(s), Landlord shall provide written notice identifying the Surrender Condition(s) that are not satisfied and basis therefor in reasonable detail within five (5) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (15) days to cure any remaining deficiencies (or if the same are not reasonably susceptible to cure within fifteen (15) days, or such additional time as reasonably necessary provided Tenant diligently commences and pursues such cure, not to exceed thirty (30) total days) and, if Tenant fails to cure such deficiencies within such cure period, such failure shall be an Event of Default under the Lease. Upon the occurrence of an Event of Default, Landlord may (a) elect to treat Tenant as a tenant-at-sufferance and for each day between the date of such Event of Default and the day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal to 300% of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the month of June, 2023, and all other charges payable under the Lease; and/or (b) to exercise all other rights and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in the amount of Five Thousand Dollars and No/100 ($5,000.00).

Termination of Lease. Effective as of 5:00 p.m. on If Lessor accepts the Effective Termination Date Burdensome Buyout Notice, (defined below), the i) this Lease shall terminate and expire with on a date no later than sixty (60) days after the same force and effect as if such Effective Termination Date had originally been Burdensome Buyout Response Notice specified in the Burdensome Buyout Notice and this Lease shall terminate on such date (the “Burdensome Buyout Lease Termination Date”), (ii) except as provided in Sections 25.2, 25.3 and 25.4, and the termination date other terms and provisions of this Lease which survive termination, neither Lessor nor Lessee shall have any rights or obligations under this Lease arising from and after the Term of the Lease. Prior to the Effective Burdensome Buyout Lease Termination Date, except as expressly set forth in this Agreement, both Landlord and Tenant (iii) no further Base Rent or Additional Rent shall perform all of their respective obligations thereunder (other than Tenant’s obligations accrue with respect to the payment period after the Burdensome Buyout Lease Termination Date, (iv) Lessee shall have no obligation to take any Corrective Action with respect to the circumstances giving rise to the Burdensome Event, (v) neither Lessor nor any other Lessor Indemnified Party shall have any claim against Lessee with respect to any Corrective Action with respect to the circumstances giving rise to the Burdensome Event, or Losses arising from termination of Basic Rent this Lease or Lessee’s purchase of the Leased Property pursuant to this Section 25.5, (vi) all Lessee Guarantors shall be released of liability and Additional Rent due obligations under their Lessee Guarantees, Ultra Resources shall be released of liability and obligations under the LeaseResources Guaranty and all Lessor Guarantors shall be released of liability and obligations under their Lessor Guarantees with respect to (x) as to Lessee Guarantors and Ultra Resources only, matters for which Xxxxxxxx has agreed to xxxxx following June 30Lessee is released in subsections (iv) and (v), 2023). As used hereinpreceding, and (y) matters arising or accruing from and after the “Effective Burdensome Buyout Lease Termination Date” means the date upon which the Surrender Conditions (defined below) are fully satisfied , it being understood and agreed, however, that Lessee Guarantors, Ultra Resources and Lessor Guarantors shall remain liable with respect to matters or claims arising or accruing prior to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the following: Burdensome Buyout Lease Termination Date except those matters described in subsections (aiv) payment of the full Termination Fee (as defined in Section 3 below); (b) surrender of the Premises (including the Lab Area) to Landlord in strict accordance with the terms of Section 21 of the Original Lease, including, without limitation, the Surrender Plan approved by Landlord and cleaning of all duct work and HVAC systems; (c) delivery of a photocopy of the original executed Bill of Sale (defined below); and (d) removal of Tenant’s signage (including the repair of all damage caused thereby and restoration of the Building to its condition before the installation of Tenant’s signagev), all at Tenant’s sole cost preceding, and expense. Upon its belief that it has satisfied all Surrender Conditions, Tenant will provide written notice thereof to Landlord. In the event Landlord disputes the satisfaction of any Surrender Condition(s), Landlord shall provide written notice identifying the Surrender Condition(s(vii) that are not satisfied and basis therefor in reasonable detail within five (5) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (15) days to cure any remaining deficiencies (or if the same are not reasonably susceptible circumstances giving rise to cure within fifteen (15) dayssuch Burdensome Event include a casualty or a Taking, then the Casualty Proceeds or such additional time the Taking Proceeds, as reasonably necessary provided Tenant diligently commences and pursues such cureapplicable, not to exceed thirty (30) total days) and, if Tenant fails to cure such deficiencies within such cure period, such failure shall be an Event of Default under the Lease. Upon the occurrence of an Event of Default, Landlord may (a) elect paid to treat Tenant as a tenant-at-sufferance and for each day between the date of such Event of Default and the day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal to 300% of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the month of June, 2023, and all other charges payable under the Lease; and/or (b) to exercise all other rights and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in the amount of Five Thousand Dollars and No/100 ($5,000.00)Lessee.

Termination of Lease. Effective as Within thirty (30) days after the occurrence of 5:00 p.m. on the Effective Termination Date (defined below), the Lease shall terminate and expire with the same force and effect as if such Effective Termination Date had originally been specified in the Lease as the termination date of the Term of the Lease. Prior any damage to the Effective Termination Date, except as expressly set forth in this Agreement, both Landlord and Tenant shall perform all of their respective obligations thereunder (other than Tenant’s obligations with respect to the payment of Basic Rent and Additional Rent due under the Lease, which Xxxxxxxx has agreed to xxxxx following June 30, 2023). As used herein, the “Effective Termination Date” means the date upon which the Surrender Conditions (defined below) are fully satisfied to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the following: (a) payment of the full Termination Fee (as defined in Section 3 below); (b) surrender or destruction of the Premises (including whether insured or uninsured) which Landlord is obligated or elects to repair and restore pursuant to this Article 6, Landlord will give written notice to Tenant setting forth Landlord's contractor's reasonable determination as to the Lab Areatime necessary to complete such repairs and restoration ("Landlord's Repair Time Estimate"). Notwithstanding anything to the contrary herein, if Landlord's Repair Time Estimate indicates that it will take more than two hundred and seventy (270) days after the occurrence of such damage or destruction to complete such restoration or repair, Tenant may terminate this Lease by written notice to Landlord in strict accordance with within thirty (30) days after Tenant's receipt of Landlord's Repair Time Estimate. If Tenant is not entitled or elects not to terminate this Lease pursuant to the terms preceding sentence, Landlord will commence the repair and restoration promptly and will diligently prosecute such work to completion. If during the course of Section 21 such work Landlord determines that such repair and restoration may not be completed within two hundred seventy (270) days after the occurrence of the Original Leasedamage or destruction, including, without limitation, the Surrender Plan approved by then Landlord and cleaning of all duct work and HVAC systems; (c) delivery of will promptly provide Tenant with a photocopy revised written schedule for completion of the original executed Bill repairs and restoration. Tenant may, within ten (10) days after notice of Sale such revised schedule, inform Landlord in writing that it (defined a) accepts such revised schedule (in which case this Lease will remain in full force and effect according to its terms) or (b) elects to terminate this Lease (in which case this Lease will terminate as of the date indicated below); and . If Tenant fails to respond within ten (d10) removal days after receipt of Tenant’s signage (including written notice of such revised schedule, Tenant will be deemed to have accepted such revised schedule. If the repair of all damage caused thereby and restoration of the Building to its condition before Premises is not actually completed within two hundred seventy (270) days after the installation occurrence of Tenant’s signagethe damage or destruction, or within fourteen (14) days after the applicable revised scheduled completion date (if any), all at Tenant’s sole cost and expense. Upon its belief that it has satisfied all Surrender Conditionsagreed to by Tenant in writing, then Tenant will provide may terminate this Lease by written notice thereof to Landlord at any time thereafter and prior to the actual completion of such repair and restoration in excess of the Threshold Amount. If Tenant exercises its right to terminate pursuant to this Section 6.04, then this Lease will terminate as of the date set forth in Tenant's written notice to Landlord. In the event Landlord disputes the satisfaction of any Surrender Condition(s)If Tenant does not exercise its right to terminate this Lease pursuant to this Section 6.04, Landlord shall provide written notice identifying the Surrender Condition(s) that are not satisfied then this Lease will continue in full force and basis therefor in reasonable detail within five (5) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (15) days effect according to cure any remaining deficiencies (or if the same are not reasonably susceptible to cure within fifteen (15) days, or such additional time as reasonably necessary provided Tenant diligently commences and pursues such cure, not to exceed thirty (30) total days) and, if Tenant fails to cure such deficiencies within such cure period, such failure shall be an Event of Default under the Lease. Upon the occurrence of an Event of Default, Landlord may (a) elect to treat Tenant as a tenant-at-sufferance and for each day between the date of such Event of Default and the day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal to 300% of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the month of June, 2023, and all other charges payable under the Lease; and/or (b) to exercise all other rights and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in the amount of Five Thousand Dollars and No/100 ($5,000.00)its terms.

Termination of Lease. Effective as Notwithstanding the foregoing to the contrary, in lieu of 5:00 p.m. on performing the Effective Termination Date restoration work, Landlord may elect to terminate this Lease by notifying Tenant in writing of such termination within sixty (defined below60) days after the date of damage (such termination notice to include a termination date providing at least thirty (30) days for Tenant to vacate the Premises), if the Lease Property shall terminate and expire with the same force and effect as if be damaged by fire or other casualty or cause such Effective Termination Date had originally been specified in the Lease as the termination date of the Term of the Lease. Prior to the Effective Termination Date, except as expressly set forth in this Agreement, both Landlord and Tenant shall perform all of their respective obligations thereunder (other than Tenant’s obligations with respect to the payment of Basic Rent and Additional Rent due under the Lease, which Xxxxxxxx has agreed to xxxxx following June 30, 2023). As used herein, the “Effective Termination Date” means the date upon which the Surrender Conditions (defined below) are fully satisfied to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the followingthat: (a) payment more than twenty-five percent (25%) of the full Termination Fee Premises is affected by the damage and fewer than twenty-four (as defined 24) months remain in Section 3 below); the Term, or any material damage occurs to the Premises during the last twelve (12) months of the Term, (b) surrender of any Lender shall require that the Premises insurance proceeds or any portion thereof be used to retire the Mortgage debt (including or shall terminate the Lab Area) to Landlord in strict accordance with ground lease, as the terms of Section 21 of case may be), or the Original Leasedamage is not fully covered, includingexcept for deductible amounts, without limitationby Landlord’s insurance policies, the Surrender Plan approved by Landlord and cleaning of all duct work and HVAC systems; or (c) delivery of a photocopy the cost of the original executed Bill repairs, alterations, restoration or improvement work would exceed twenty-five percent (25%) of Sale (defined below); and (d) removal of Tenant’s signage (including the repair of all damage caused thereby and restoration replacement value of the Building to its condition before (whether or not the installation Premises are affected by the damage). Tenant agrees that the abatement of Tenant’s signage), all at Rent provided herein shall be Tenant’s sole cost recourse in the event of such damage, and expense. Upon its belief that it has satisfied all Surrender Conditions, waives any other rights Tenant will provide written notice thereof may have under any applicable Law to Landlordperform repairs or terminate the Lease by reason of damage to the Premises or Property. In the event Landlord disputes the satisfaction of any Surrender Condition(s), Landlord shall provide written notice identifying the Surrender Condition(s) that are not satisfied and basis therefor in reasonable detail within five (5) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (15) days to cure any remaining deficiencies (or if the same are not reasonably susceptible to cure within fifteen (15) days, or such additional time as reasonably necessary provided Tenant diligently commences and pursues such cure, not to exceed thirty (30) total days) andaddition, if Tenant fails a substantial portion of the Building is destroyed such that the Premises become untenantable, then Landlord will select a registered architect licensed to cure do business in Oregon to estimate the time for completion. If such deficiencies architect should certify that such work to the Premises cannot be accomplished by using standard working methods and procedures so as to make the Premises tenantable within such cure period, such failure shall be an Event of Default under the Lease. Upon the occurrence of an Event of Default, Landlord may (a) elect to treat Tenant as a tenant-at-sufferance and for each day between 180 days from the date of the rehabilitation is started or within 3 months from such Event of Default and the day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal to 300% of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the month of June, 2023, and all other charges payable under the Lease; and/or (b) to exercise all other rights and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in the amount of Five Thousand Dollars and No/100 ($5,000.00).date if the

Termination of Lease. Effective If any or all of the Premises and/or of that portion of the Project underlying the Premises is taken by the exercise of any power of eminent domain or is conveyed to or at the direction of any governmental entity under a threat of any such taking (each of which is herein referred to as of 5:00 p.m. on the Effective Termination Date (defined belowa “Condemnation”), the this Lease shall terminate and expire with on the same force and effect date on which the title to so much of the Premises as if is the subject of such Effective Termination Date had originally been specified Condemnation vests in the Lease as condemning authority, unless the termination date parties hereto otherwise agree in writing. If all or any substantial portion of the Term of Building or the Lease. Prior Project other than that portion thereof underlying the Premises is taken or conveyed in a Condemnation, the Landlord shall be entitled, by giving written notice thereof to the Effective Termination DateTenant, except to terminate this Lease on the date on which the title to so much thereof as expressly set forth is the subject of such Condemnation vests in the condemning authority. The Landlord shall notify Tenant of any Condemnation promptly after the Landlord receives notice thereof. If Landlord does not elect to terminate the Lease pursuant to this AgreementSection, both Landlord and then within ten (10) days after receipt of such notice, the Tenant shall perform all of their respective obligations thereunder (other than Tenant’s obligations have the right to terminate this Lease with respect to the payment of Basic Rent and Additional Rent due under the Lease, which Xxxxxxxx has agreed to xxxxx following June 30, 2023). As used herein, the “Effective Termination Date” means the date upon which the Surrender Conditions (defined below) are fully satisfied to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the following: (a) payment of the full Termination Fee (as defined in Section 3 below); (b) surrender remainder of the Premises (including the Lab Area) to Landlord in strict accordance with the terms of Section 21 not so condemned as of the Original Leasedate title vests in such authority, including, without limitationbut only if such Condemnation renders said remainder of the Premises totally unusable for their intended purpose. If this Lease is not terminated pursuant to this subsection, the Surrender Plan approved by Landlord and cleaning of all duct work and HVAC systems; (c) delivery of a photocopy shall restore any of the original executed Bill of Sale (defined below); and (d) removal of Tenant’s signage (including the repair of all damage caused thereby and restoration of the Building Premises damaged by such Condemnation substantially to its condition immediately before such Condemnation, as soon after the installation Landlord’s receipt of Tenant’s signage), all at Tenant’s sole cost and expense. Upon its belief that it has satisfied all Surrender Conditions, Tenant will provide written notice thereof to Landlord. In the event Landlord disputes the satisfaction proceeds of any Surrender Condition(s), Landlord shall provide written notice identifying the Surrender Condition(s) that are not satisfied and basis therefor in reasonable detail within five (5) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (15) days to cure any remaining deficiencies (or if the same are not such Condemnation as is reasonably susceptible to cure within fifteen (15) days, or such additional time as reasonably necessary provided Tenant diligently commences and pursues such cure, not to exceed thirty (30) total days) and, if Tenant fails to cure such deficiencies within such cure period, such failure shall be an Event of Default possible under the Lease. Upon the occurrence of an Event of Default, Landlord may (a) elect to treat Tenant as a tenant-at-sufferance and for each day between the date of such Event of Default and the day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal to 300% of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the month of June, 2023, and all other charges payable under the Lease; and/or (b) to exercise all other rights and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in the amount of Five Thousand Dollars and No/100 ($5,000.00)circumstances.

Termination of Lease. Effective as Within thirty (30) days after the occurrence of 5:00 p.m. on the Effective Termination Date (defined below), the Lease shall terminate and expire with the same force and effect as if such Effective Termination Date had originally been specified in the Lease as the termination date of the Term of the Lease. Prior any damage to the Effective Termination Date, except as expressly set forth in this Agreement, both Landlord and Tenant shall perform all of their respective obligations thereunder (other than Tenant’s obligations with respect to the payment of Basic Rent and Additional Rent due under the Lease, which Xxxxxxxx has agreed to xxxxx following June 30, 2023). As used herein, the “Effective Termination Date” means the date upon which the Surrender Conditions (defined below) are fully satisfied to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the following: (a) payment of the full Termination Fee (as defined in Section 3 below); (b) surrender or destruction of the Premises (including whether insured or uninsured) which Landlord is obligated or elects to repair and restore pursuant to this Section 17, Landlord will give written notice to Tenant setting forth Landlord's contractor's reasonable determination as to the Lab Areatime necessary to complete such repairs and restoration ("Landlord's Repair Time Estimate"). Notwithstanding anything to the contrary herein, if Landlord's Repair Time Estimate indicates that it will take more than twelve (12) months after the occurrence of such damage or destruction to complete such restoration or repair, Tenant may terminate this Lease by written notice to Landlord in strict accordance with within thirty (30) days after Tenant's receipt of Landlord's Repair Time Estimate. If Tenant is not entitled or elects not to terminate this Lease pursuant to the terms preceding sentence, Landlord will commence the repair and restoration promptly and will diligently prosecute such work to completion. If during the course of Section 21 such work Landlord determines that such repair and restoration may not be completed within twelve (12) months after the occurrence of the Original Leasedamage or destruction, including, without limitation, the Surrender Plan approved by then Landlord and cleaning of all duct work and HVAC systems; (c) delivery of will promptly provide Tenant with a photocopy revised written schedule for completion of the original executed Bill repairs and restoration. Tenant may, within ten (10) days after notice of Sale such revised schedule, inform Landlord in writing that it (defined a) accepts such revised schedule (in which case this Lease will remain in full force and effect according to its terms) or (b) elects to terminate this Lease (in which case this Lease will terminate as of the date indicated below); and . If Tenant fails to respond within ten (d10) removal days after receipt of Tenant’s signage (including written notice of such revised schedule, Tenant will be deemed to have accepted such revised schedule. If the repair of all damage caused thereby and restoration of the Building to its condition before Premises is not actually completed within twelve (12) months after the installation occurrence of Tenant’s signagethe damage or destruction, or within fourteen (14) days after the applicable revised schedule completion date (if any), all at Tenant’s sole cost and expense. Upon its belief that it has satisfied all Surrender Conditionsagreed to by Tenant in writing, then Tenant will provide may terminate this Lease by written notice thereof to Landlord at any time thereafter and prior to the actual completion of such repair and restoration. If Tenant exercises its right to terminate pursuant to this Section, then this Lease will terminate as of the date set forth in Tenant's written notice to Landlord. In the event Landlord disputes the satisfaction of any Surrender Condition(s)If Tenant does not exercise its right to terminate this Lease pursuant to this Section, Landlord shall provide written notice identifying the Surrender Condition(s) that are not satisfied then this Lease will continue in full force and basis therefor in reasonable detail within five (5) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (15) days effect according to cure any remaining deficiencies (or if the same are not reasonably susceptible to cure within fifteen (15) days, or such additional time as reasonably necessary provided Tenant diligently commences and pursues such cure, not to exceed thirty (30) total days) and, if Tenant fails to cure such deficiencies within such cure period, such failure shall be an Event of Default under the Lease. Upon the occurrence of an Event of Default, Landlord may (a) elect to treat Tenant as a tenant-at-sufferance and for each day between the date of such Event of Default and the day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal to 300% of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the month of June, 2023, and all other charges payable under the Lease; and/or (b) to exercise all other rights and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in the amount of Five Thousand Dollars and No/100 ($5,000.00)its terms.

Termination of Lease. Effective as Within thirty (30) days after the occurrence of 5:00 p.m. on the Effective Termination Date (defined below), the Lease shall terminate and expire with the same force and effect as if such Effective Termination Date had originally been specified in the Lease as the termination date of the Term of the Lease. Prior any damage to the Effective Termination Date, except as expressly set forth in this Agreement, both Landlord and Tenant shall perform all of their respective obligations thereunder (other than Tenant’s obligations with respect to the payment of Basic Rent and Additional Rent due under the Lease, which Xxxxxxxx has agreed to xxxxx following June 30, 2023). As used herein, the “Effective Termination Date” means the date upon which the Surrender Conditions (defined below) are fully satisfied to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the following: (a) payment of the full Termination Fee (as defined in Section 3 below); (b) surrender or destruction of the Premises (including whether insured or uninsured) which Landlord is obligated or elects to repair and restore pursuant to this Article 6, Landlord will give written notice to Tenant setting forth Landlord’s contractor’s reasonable determination as to the Lab Areatime necessary to complete such repairs and restoration (“Landlord’s Repair Time Estimate”). Notwithstanding anything to the contrary herein, if Landlord’s Repair Time Estimate indicates that it will take more than two hundred and seventy (270) days after the occurrence of such damage or destruction to complete such restoration or repair, Tenant may terminate this Lease by written notice to Landlord in strict accordance with within thirty (30) days after Tenant’s receipt of Landlord’s Repair Time Estimate. If Tenant is not entitled or elects not to terminate this Lease pursuant to the terms preceding sentence, Landlord will commence the repair and restoration promptly and will diligently prosecute such work to completion. If during the course of Section 21 such work Landlord determines that such repair and restoration may not be completed within two hundred seventy (270) days after the occurrence of the Original Leasedamage or destruction, including, without limitation, the Surrender Plan approved by then Landlord and cleaning of all duct work and HVAC systems; (c) delivery of will promptly provide Tenant with a photocopy revised written schedule for completion of the original executed Bill repairs and restoration. Tenant may, within ten (10) days after notice of Sale such revised schedule, inform Landlord in writing that it (defined a) accepts such revised schedule (in which case this Lease will remain in full force and effect according to its terms) or (b) elects to terminate this Lease (in which case this Lease will terminate as of the date indicated below); and . If Tenant fails to respond within ten (d10) removal days after receipt of Tenant’s signage (including written notice of such revised schedule, Tenant will be deemed to have accepted such revised schedule. If the repair of all damage caused thereby and restoration of the Building Premises is not actually completed within two hundred seventy (270) days after the occurrence of the damage or destruction, or within fourteen (14) days after the applicable revised scheduled completion date (if any), agreed to by Tenant in writing, then Tenant may terminate this Lease by written notice to Landlord at any time thereafter and prior to the actual completion of such repair and restoration in excess of the Threshold Amount. If Tenant exercises its condition before right to terminate pursuant to this Section 6.04, then this Lease will terminate as of the installation of date set forth in Tenant’s signage), all at Tenant’s sole cost and expense. Upon its belief that it has satisfied all Surrender Conditions, Tenant will provide written notice thereof to Landlord. In the event Landlord disputes the satisfaction of any Surrender Condition(s)If Tenant does not exercise its right to terminate this Lease pursuant to this Section 6.04, Landlord shall provide written notice identifying the Surrender Condition(s) that are not satisfied then this Lease will continue in full force and basis therefor in reasonable detail within five (5) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (15) days effect according to cure any remaining deficiencies (or if the same are not reasonably susceptible to cure within fifteen (15) days, or such additional time as reasonably necessary provided Tenant diligently commences and pursues such cure, not to exceed thirty (30) total days) and, if Tenant fails to cure such deficiencies within such cure period, such failure shall be an Event of Default under the Lease. Upon the occurrence of an Event of Default, Landlord may (a) elect to treat Tenant as a tenant-at-sufferance and for each day between the date of such Event of Default and the day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal to 300% of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the month of June, 2023, and all other charges payable under the Lease; and/or (b) to exercise all other rights and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in the amount of Five Thousand Dollars and No/100 ($5,000.00)its terms.

Termination of Lease. If the Leased Premises, the Building or the Common Area are damaged by any peril after the Effective Date of this Lease, Landlord shall restore the same, as and when required by this paragraph, unless this Lease is terminated by Landlord pursuant to this Paragraph 10.1 below. If this Lease is not so terminated, then upon the issuance of all necessary governmental permits, Landlord shall commence and diligently prosecute to completion the restoration of the Leased Premises, the Building or the Common Area, as the case may be, to the extent then allowed by law, to substantially the same condition in which it existed as of 5:00 p.m. on the Effective Termination Date (defined below), the Lease Commencement Date. Landlord’s obligation to restore shall terminate and expire with the same force and effect as if such Effective Termination Date had originally been specified in the Lease as the termination date of the Term of the Lease. Prior be limited to the Effective Termination Dateimprovements constructed by Landlord. Landlord shall have no obligation to restore any alterations, except as expressly set forth in this Agreement, both Landlord and modifications or improvements made by Tenant shall perform all of their respective obligations thereunder (other than Tenant’s obligations with respect to the payment of Basic Rent and Additional Rent due under the Lease, which Xxxxxxxx has agreed to xxxxx following June 30, 2023). As used herein, the “Effective Termination Date” means the date upon which the Surrender Conditions (defined below) are fully satisfied to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the following: (a) payment of the full Termination Fee (as defined in Section 3 below); (b) surrender of the Leased Premises (including the Lab Area) to Landlord in strict accordance with the terms of Section 21 of the Original Lease, including, without limitation, the Surrender Plan approved by Landlord and cleaning of all duct work and HVAC systems; (c) delivery of a photocopy of the original executed Bill of Sale (defined below); and (d) removal or any of Tenant’s signage (including the repair of all damage caused thereby and restoration personal property, inventory or trade fixtures. Upon completion of the Building to its condition before the installation restoration by Landlord, Tenant shall forthwith replace or fully repair all of Tenant’s signage)personal property, all inventory, trade fixtures and other improvements constructed by Tenant to like or similar conditions as existed at the time immediately prior to such damage or destruction. If the Leased Premises, the Building or portions of the Common Area necessary for Tenant’s sole cost use of the Leased Premises or Building are damaged by any peril after the Effective Date of this Lease, and expense. Upon its belief that it has satisfied all Surrender Conditions, Tenant will provide written notice thereof to Landlord. In the event Landlord disputes the satisfaction of any Surrender Condition(s), Landlord shall provide written notice identifying the Surrender Condition(srepairs cannot be repaired within sixty (60) that are not satisfied and basis therefor in reasonable detail within five (5) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (15) days to cure any remaining deficiencies (or if the same are not reasonably susceptible to cure within fifteen (15) days, or such additional time as reasonably necessary provided Tenant diligently commences and pursues such cure, not to exceed thirty (30) total days) and, if Tenant fails to cure such deficiencies within such cure period, such failure shall be an Event of Default under the Lease. Upon the occurrence of an Event of Default, Landlord may (a) elect to treat Tenant as a tenant-at-sufferance and for each day between the date of such Event of Default and damage, there are insufficient insurance proceeds to complete such repairs or Landlord’s lender requires that the day on which Tenant actually satisfies insurance proceeds be applied toward the Surrender Conditionsmortgage, Tenant shall pay a per diem holdover charge equal then Landlord will have the option to 300% terminate this Lease as of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the month date of June, 2023, and all other charges payable under the Lease; and/or (b) to exercise all other rights and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in the amount of Five Thousand Dollars and No/100 ($5,000.00)damage.

Termination of Lease. Effective as of 5:00 p.m. on Landlord reserves the Effective Termination Date right to elect not to -------------------- repair, and instead to terminate this Lease, if: (defined below)i) damage to the Demised Premises (but not including Alterations) is so extensive that, in Landlord's reasonable judgment, such damage cannot be substantially repaired within one hundred eighty (180) days from the Lease shall terminate and expire with the same force and effect as if such Effective Termination Date had originally been specified in the Lease as the termination date of the Term of the Lease. Prior to the Effective Termination Datefire or other casualty, except all as expressly more fully set forth in this Agreementsubparagraph D Mutual Rights to Terminate hereinbelow, both Landlord and Tenant shall perform all of their respective obligations thereunder -------------------------- or (other ii) if more than Tenant’s obligations with respect to the payment of Basic Rent and Additional Rent due under the Lease, which Xxxxxxxx has agreed to xxxxx following June 30, 2023). As used herein, the “Effective Termination Date” means the date upon which the Surrender Conditions one-half (defined below1/2) are fully satisfied to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the following: (a) payment of the full Termination Fee (as defined in Section 3 below); (b) surrender of the Premises (including the Lab Area) to Landlord in strict accordance with the terms of Section 21 of the Original Lease, including, without limitation, the Surrender Plan approved by Landlord and cleaning of all duct work and HVAC systems; (c) delivery of a photocopy of the original executed Bill of Sale (defined below); and (d) removal of Tenant’s signage (including the repair of all damage caused thereby and restoration total rentable area of the Building to its condition before the installation of Tenant’s signage), all at Tenant’s sole cost and expenseis rendered untenantable. Upon its belief that it has satisfied all Surrender Conditions, Tenant will provide written notice thereof to Landlord. In the event Landlord disputes the satisfaction of any Surrender Condition(s), Landlord shall provide written notice identifying the Surrender Condition(s) that are not satisfied and basis therefor in reasonable detail within five (5) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (15) days to cure any remaining deficiencies (or if the same are not reasonably susceptible to cure within fifteen (15) days, or such additional time as reasonably necessary provided Tenant diligently commences and pursues such cure, not to exceed Within thirty (30) total days) and, if Tenant fails to cure such deficiencies within such cure period, such failure shall be an Event of Default under the Lease. Upon days after the occurrence of an Event of Defaultany fire or other casualty damage to the Demised Premises, Landlord may (a) elect to treat shall notify Tenant as to whether or not such damage can be repaired or restored within the 180 day period above-described or whether Landlord will terminate this Lease. In the case of damage to the Building, Landlord shall notify Tenant within thirty (30) days after the occurrence of a tenantfire or other casualty affecting the Building as to whether more than one-at-sufferance half (1/2) of the total The Corporate Advisory Board Company Lease June 23, 1998 Final rentable area of the Building has been rendered untenantable, and whether Landlord will terminate this Lease. If Landlord elects to make any repairs or restoration, then due allowance shall be given for the reasonable time required for adjustment and settlement of insurance claims, time required to obtain licenses and permits for the work, and for each day between such other delays as may result from government restrictions, and controls on construction, if any, and for strikes, national emergencies and other conditions beyond the control of Landlord. If Landlord elects to terminate this Lease in accordance with this paragraph, then Landlord shall deliver a written notice to that effect to Tenant, specifying a date, not less than twenty (20) nor more than sixty (60) days after the giving of such notice, on which the Lease shall expire as fully and completely as if such date were the date of such Event of Default and originally fixed for the day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal to 300% expiration of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the month of June, 2023, and all other charges payable under the Lease; and/or (b) to exercise all other rights and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in the amount of Five Thousand Dollars and No/100 ($5,000.00).

Termination of Lease. Effective as As an accommodation to Tenant and subject to the terms and conditions stated herein, Landlord has agreed to the early termination of 5:00 p.m. on the Effective Termination Date (defined below)said Lease Agreement; therefore, the Lease shall terminate and expire with the same force and effect as if such Effective Termination Date had originally been specified shall be changed from June 30, 2009 to April 30, 2003 ("Termination Date"). Tenant shall be responsible for relinquishing the Premises in the condition required under Lease as the termination date Paragraphs 8 ("Acceptance and Surrender of the Term of the LeasePremises"), 9 ("Alterations and Additions") and 47 ("Hazardous Materials"). Prior to the Effective Termination Date, except as expressly set forth in this Agreement, both Landlord and Tenant shall perform all conduct a joint inspection of their respective obligations thereunder the Premises to determine the extent of the work required by Tenant to comply with the provisions of said Paragraphs 8 and 9 (other than Tenant’s obligations with respect "Restoration Work"). In lieu of Tenant completing the required Restoration Work, Tenant agrees (i) to pay to Landlord a fee equal to the payment total of the estimates received from Landlord's contractors for the Restoration Work ("Restoration Fee") within ten days after Tenant receives Landlord's statement of said Restoration Fee Tenant shall be responsible for paying all Basic Rent and Additional Rent due under and fulfilling all Lease obligations as contained in said Lease through the Termination Date or the amended Termination Date as the case may be. Notwithstanding the above, Tenant's obligations as stated in Lease Paragraphs 12 ("Taxes"), 17 ("Compliance") and 47 ("Hazardous Materials") shall survive the Termination Date of this Lease. Notwithstanding the scheduled May 1, 2003 commencement date for the New Premises Lease as set forth in Paragraph 6 below, in the event Tenant is unable to obtain phone and internet service ("Phone Service") at the New Premises by the scheduled Termination Date of this Lease, which Xxxxxxxx has agreed to xxxxx following June April 30, 2023). As used herein2003, Landlord shall allow Tenant a maximum of two weeks (the “Effective "Move Out Period") to obtain Phone Service at the New Premises, in which case the Termination Date” means Date of this Lease shall be amended to reflect the date upon which Tenant surrenders the Surrender Conditions (defined below) are fully satisfied Premises to Landlord, and the commencement date of the New Premises Lease shall be changed to the reasonable satisfaction date immediately following the Termination Date of Landlordthis Lease. As used hereinAlthough this Termination Agreement shall be deemed effective upon execution of this Amendment No. 5 by both parties, the “Surrender Conditions” mean the completion by Tenant of all of the following: (a) payment of the full Termination Fee (as defined in Section 3 below); (b) surrender and Landlord shall be entitled to take possession of the Premises (including the Lab Area) to Landlord in strict accordance with the terms of Section 21 this Amendment No. 5 and relet them for its own account, the release of Tenant from its obligations under this Lease as stated in Lease Paragraph 4, including but not limited to the obligation to pay all Rent and other sums due hereunder, shall not be deemed effective unless and until ninety-one (91) days have expired from the date of the Original Lease, including, without limitation, the Surrender Plan approved by last payment due under this Amendment No. 5 is paid to Landlord and cleaning of all duct work the funds for the payment have cleared Tenant's bank account and/or the issuing bank and HVAC systems; (c) delivery of a photocopy of the original executed Bill of Sale (defined below); and (d) removal of bankruptcy or insolvency proceeding has not been filed by or against Tenant’s signage (including the repair of all damage caused thereby and restoration of the Building to its condition before the installation of Tenant’s signage), all at Tenant’s sole cost and expense. Upon its belief that it has satisfied all Surrender Conditions, Tenant will provide written notice thereof to Landlord. In the event a bankruptcy or insolvency proceeding is filed within said ninety-one (91) day period, the release of Tenant from its future obligations under the Lease shall not be effective and Landlord disputes shall be entitled to recover damages from Tenant in accordance with Section 1951.2 of the satisfaction California Civil Code and the default provisions of any Surrender Condition(s)Paragraph 22 ("Bankruptcy and Default") of this Lease for all Rent and other sums due under the Lease through the originally scheduled Lease Termination Date of June 30, 2009. In such event, Landlord shall provide written notice identifying be entitled to retain the Surrender Condition(s) that are not satisfied Consideration Fee and basis therefor in reasonable detail within five (5) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (15) days to cure any remaining deficiencies (or if the same are not reasonably susceptible to cure within fifteen (15) days, or such additional time as reasonably necessary provided Tenant diligently commences and pursues such cure, not to exceed thirty (30) total days) and, if Tenant fails to cure such deficiencies within such cure period, such failure shall be an Event of Default under the Lease. Upon the occurrence of an Event of Default, Landlord may (a) elect to treat Tenant as a tenant-at-sufferance and for each day between the date of such Event of Default and the day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal to 300% of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the month of June, 2023, and all other charges payable under the Lease; and/or (b) to exercise all other rights and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in offset the amount of Five Thousand Dollars the Consideration Fee against all damages recoverable to the extent permissible under applicable law. In consideration of the Landlord's execution of this Agreement, Tenant waives the provisions of Section 1950.7 of the California Civil Code, and No/100 ($5,000.00)any claim concerning the security deposit to be retained by Landlord and or amounts paid to Landlord pursuant to this Agreement.

Termination of Lease. Effective If this Lease is terminated pursuant to this Article 11, Rent will be apportioned on a per diem basis and paid to the date of such Casualty. Upon termination, Landlord shall return to Tenant all prepaid rents and/or deposits, and neither party has any further obligations or responsibilities under this Lease (except for any that expressly survive termination of this Lease). If Landlord elects to terminate this Lease as of 5:00 p.m. on provided in Section 11.2 during the Effective Termination Date first sixty (defined below)60) months after the Commencement Date, Landlord shall pay to Tenant, the Lease lesser of (a) Tenant’s Share of Proceeds (as defined hereafter) or (b) the aggregate amount of insurance proceeds Landlord receives as a result of the Casualty plus any deductible amounts. As used herein and in Article 12, “Tenant’s Share of Proceeds” shall terminate and expire mean an amount equal to the unamortized portion of costs incurred in connection with the same force and effect as if such Effective Termination Date had originally been specified in Initial Improvements attributable to the Lease as the termination date unexpired portion of the Term following the Casualty, which amount shall be calculated by multiplying the total costs of the Lease. Prior to Initial Improvements incurred by Tenant (the Effective Termination Date, except as expressly set forth in this Agreement, both Landlord and Tenant shall perform all of their respective obligations thereunder (other than Tenant’s obligations with respect to the payment of Basic Rent and Additional Rent due under the Lease, which Xxxxxxxx has agreed to xxxxx following June 30, 2023). As used herein“Initial Improvement Costs”) by a fraction, the “Effective Termination Date” means the date upon numerator of which the Surrender Conditions (defined below) are fully satisfied to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the following: (a) payment of the full Termination Fee (as defined in Section 3 below); (b) surrender of the Premises (including the Lab Area) to Landlord in strict accordance with the terms of Section 21 of the Original Lease, including, without limitation, the Surrender Plan approved by Landlord and cleaning of all duct work and HVAC systems; (c) delivery of a photocopy of the original executed Bill of Sale (defined below); and (d) removal of Tenant’s signage (including the repair of all damage caused thereby and restoration of the Building to its condition before the installation of Tenant’s signage), all at Tenant’s sole cost and expense. Upon its belief that it has satisfied all Surrender Conditions, Tenant will provide written notice thereof to Landlord. In the event Landlord disputes the satisfaction of any Surrender Condition(s), Landlord shall provide written notice identifying the Surrender Condition(s) that are not satisfied and basis therefor in reasonable detail within five (5) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (15) days to cure any remaining deficiencies (or if the same are not reasonably susceptible to cure within fifteen (15) days, or such additional time as reasonably necessary provided Tenant diligently commences and pursues such cure, not to exceed thirty (30) total days) and, if Tenant fails to cure such deficiencies within such cure period, such failure shall be an Event the number of Default under the Lease. Upon the occurrence of an Event of Default, Landlord may (a) elect to treat Tenant as a tenant-at-sufferance and for each day months between the date of such Event of Default the Casualty and the last day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal to 300% of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the sixtieth month of June, 2023the Term following the Commencement Date, and all other charges payable under the Lease; and/or denominator of which shall be 60 (b) representing 60 months following the Commencement Date). Landlord shall have no obligation to exercise all other rights and remedies available pay any insurance proceeds to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant or Tenant’s Share of Proceeds to inspect the Premises to ensure the Premises has been surrendered Tenant in the condition required hereunderevent (i) Tenant elects to terminate this Lease as provided in this Article 11, and it has agreed or (ii) Landlord elects to reimburse Landlord for terminate this Lease as provided in Section 11.2 after the last day of the sixtieth (60th) month following the Commencement Date. Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in obligation to pay any amounts to Tenant pursuant to this Article 11 shall survive the amount expiration or earlier termination of Five Thousand Dollars and No/100 ($5,000.00)this Lease.

Termination of Lease. Effective as Within thirty (30) days after the occurrence of 5:00 p.m. on the Effective Termination Date (defined below), the Lease shall terminate and expire with the same force and effect as if such Effective Termination Date had originally been specified in the Lease as the termination date of the Term of the Lease. Prior any damage to the Effective Termination Date, except as expressly set forth in this Agreement, both Landlord and Tenant shall perform all of their respective obligations thereunder (other than Tenant’s obligations with respect to the payment of Basic Rent and Additional Rent due under the Lease, which Xxxxxxxx has agreed to xxxxx following June 30, 2023). As used herein, the “Effective Termination Date” means the date upon which the Surrender Conditions (defined below) are fully satisfied to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the following: (a) payment of the full Termination Fee (as defined in Section 3 below); (b) surrender or destruction of the Premises (including whether insured or uninsured) which Landlord is obligated or elects to repair and restore pursuant to this Article 9, Landlord will give written notice to Tenant setting forth Landlord's contractor's reasonable determination as to the Lab Areatime necessary to complete such repairs and restoration ("Landlord's Repair Time Estimate"). Notwithstanding anything to the contrary herein, if Landlord's Repair Time Estimate indicates that it will take more than two hundred and seventy (270) days after the occurrence of such damage or destruction to complete such restoration or repair, Tenant may terminate this Lease by written notice to Landlord in strict accordance with within thirty (30) days after Tenant's receipt of Landlord's Repair Time Estimate. If Tenant is not entitled or elects not to terminate this Lease pursuant to the terms preceding sentence, Landlord will commence the repair and restoration promptly and will diligently prosecute such work to completion. If during the course of Section 21 such work Landlord determines that such repair and restoration may not be completed within two hundred seventy (270) days after the occurrence of the Original Leasedamage or destruction, including, without limitation, the Surrender Plan approved by then Landlord and cleaning of all duct work and HVAC systems; (c) delivery of will promptly provide Tenant with a photocopy revised written schedule for completion of the original executed Bill repairs and restoration. Tenant may, within ten (10) days after notice of Sale such revised schedule, inform Landlord in writing that it (defined a) accepts such revised schedule (in which case this Lease will remain in full force and effect according to its terms) or (b) elects to terminate this Lease (in which case this Lease will terminate as of the date indicated below); and . If Tenant fails to respond within ten (d10) removal days after receipt of Tenant’s signage (including written notice of such revised schedule, Tenant will be deemed to have accepted such revised schedule. If the repair of all damage caused thereby and restoration of the Building to its condition before Premises is not actually completed within two hundred seventy (270) days after the installation occurrence of Tenant’s signagethe damage or destruction, or within fourteen (14) days after the applicable revised scheduled completion date (if any), all at Tenant’s sole cost and expense. Upon its belief that it has satisfied all Surrender Conditionsagreed to by Tenant in writing, then Tenant will provide may terminate this Lease by written notice thereof to Landlord at any time thereafter and prior to the actual completion of such repair and restoration. If Tenant exercises its right to terminate pursuant to this Section 9.04, then this Lease will terminate as of the date set forth in Tenant's written notice to Landlord. In the event Landlord disputes the satisfaction of any Surrender Condition(s)If Tenant does not exercise its right to terminate this Lease pursuant to this Section 9.04, Landlord shall provide written notice identifying the Surrender Condition(s) that are not satisfied then this Lease will continue in full force and basis therefor in reasonable detail within five (5) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (15) days effect according to cure any remaining deficiencies (or if the same are not reasonably susceptible to cure within fifteen (15) days, or such additional time as reasonably necessary provided Tenant diligently commences and pursues such cure, not to exceed thirty (30) total days) and, if Tenant fails to cure such deficiencies within such cure period, such failure shall be an Event of Default under the Lease. Upon the occurrence of an Event of Default, Landlord may (a) elect to treat Tenant as a tenant-at-sufferance and for each day between the date of such Event of Default and the day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal to 300% of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the month of June, 2023, and all other charges payable under the Lease; and/or (b) to exercise all other rights and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in the amount of Five Thousand Dollars and No/100 ($5,000.00)its terms.

Termination of Lease. Effective as If, within twelve (12) months prior to the expiration of 5:00 p.m. on the Effective Termination Date term of this Lease, the Improvements shall be destroyed or damaged to such an extent that the Restoration thereof is reasonably estimated to take more than sixty (defined below60) days to complete, Tenant shall compute the amount of the net proceeds of the insurance resulting therefrom (to be collected and held by Landlord (or Landlord's lender)), and, provided that no Event of Default of Incipient Default is then in existence, and further provided that Tenant has fully and properly maintained the Lease insurance required to be maintained hereunder, if Tenant shall terminate and expire with be unable or unwilling to restore such damage or destruction for occupancy by Tenant, Tenant shall, within thirty (30) days following the same force and effect as if occurrence of such Effective Termination Date had originally been specified destruction or damage, notify Landlord, in the Lease as the termination date writing, of such fact, which notice shall be accompanied by a detailed statement of the Term nature and extent of such damage or destruction, detailed estimates of the Leasetotal cost of Restoration, a statement of the amount which may be required to restore such damage or destruction, and a statement of the amount of insurance proceeds which will be available to restore such damage or destruction. Prior to the Effective Termination Date, except as expressly set forth in this Agreement, both Landlord and Tenant shall perform all of their respective obligations thereunder (other than hive the option, at that time, to terminate this Lease and surrender the Demised Premises to Landlord by a notice, in writing, addressed to Landlord, specifying such election accompanied by Tenant’s obligations with respect to the 's payment of Basic the balance of the Base Rent and Additional Rent due under for the Leaseremainder of the term of this Lease and other charges hereafter specified in this Section 13.6, provided that Tenant shall be entitled to a credit against such amount for the amount of loss of use and business interruption insurance Tenant which is or will be actually paid to Landlord. Upon the giving of such notice and the payment of such amounts (or evidence that such payment will be made), the term of this Lease shall cease and come to an end on a day to be specified in Tenant's notice, which Xxxxxxxx has agreed to xxxxx following June date shall not be more than thirty (30, 2023). As used herein, the “Effective Termination Date” means ) days after the date upon which the Surrender Conditions (defined below) are fully satisfied to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion delivery of such notice by Tenant of all of the following: (a) payment of the full Termination Fee (as defined in Section 3 below); (b) surrender of the Premises (including the Lab Area) to Landlord in strict accordance with the terms of Section 21 of the Original Lease, including, without limitation, the Surrender Plan approved by Landlord and cleaning of all duct work and HVAC systems; (c) delivery of a photocopy of the original executed Bill of Sale (defined below); and (d) removal of Tenant’s signage (including the repair of all damage caused thereby and restoration of the Building to its condition before the installation of Tenant’s signage), all at Tenant’s sole cost and expense. Upon its belief that it has satisfied all Surrender Conditions, Tenant will provide written notice thereof to Landlord. In the such event Landlord disputes the satisfaction of any Surrender Condition(s), Landlord shall provide written notice identifying the Surrender Condition(s) that are not satisfied and basis therefor in reasonable detail within five (5) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (15) days to cure any remaining deficiencies (or if the same are not reasonably susceptible to cure within fifteen (15) days, or such additional time as reasonably necessary provided Tenant diligently commences and pursues such cure, not to exceed thirty (30) total days) and, if Tenant fails to cure such deficiencies within such cure period, such failure shall be an Event entitled to the proceeds of Default under the Lease. Upon the occurrence of an Event of Default, all insurance required to be maintained by Tenant hereunder and Tenant shall execute all documents reasonably requested by Landlord to allow such proceeds to be paid to Landlord or as Landlord may otherwise direct (a) elect e.g. to treat Tenant as a tenant-at-sufferance and for each day between the date of such Event of Default and the day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal to 300% of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the month of June, 2023, and all other charges payable under the Lease; and/or (b) to exercise all other rights and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in the amount of Five Thousand Dollars and No/100 ($5,000.00's lender).

Termination of Lease. Effective as of 5:00 p.m. on If the Effective Termination Date (defined below), Premises or the Lease shall terminate and expire with the same force and effect as if Building should be damaged to such Effective Termination Date had originally been specified in the Lease as the termination date of the Term of the Lease. Prior to the Effective Termination Date, except as expressly set forth in this Agreement, both Landlord and Tenant shall perform all of their respective obligations thereunder (other than Tenant’s obligations with respect to the payment of Basic Rent and Additional Rent due under the Lease, which Xxxxxxxx has agreed to xxxxx following June 30, 2023). As used herein, the “Effective Termination Date” means the date upon which the Surrender Conditions (defined below) are fully satisfied to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the following: (a) payment of the full Termination Fee (as defined in Section 3 below); (b) surrender an extent that substantial alteration or reconstruction of the Premises or the Building is, in Landlord’s sole opinion, required (including whether or not the Lab Area) Premises are damaged), Landlord may, at its sole option, terminate this Lease upon written notice to Landlord in strict accordance with the terms of Section 21 Tenant within 75 days of the Original Lease, including, without limitation, the Surrender Plan approved by date of damage. If Landlord and cleaning of all duct work and HVAC systems; (c) delivery of a photocopy of the original executed Bill of Sale (defined below); and (d) removal of Tenant’s signage (including the repair of all damage caused thereby and restoration of the Building to its condition before the installation of Tenant’s signage), all at Tenant’s sole cost and expense. Upon its belief that it has satisfied all Surrender Conditions, Tenant will provide written notice thereof to Landlord. In the event Landlord disputes the satisfaction of any Surrender Condition(sdoes not terminate this Lease under this Subparagraph 12(b), Landlord shall provide written deliver to Tenant a non-binding estimate of the time needed to repair and restore the Premises or the Building within 90 days after the date of the damage. If Landlord’s estimate states that repair and restoration will not be completed within 180 days after the date of the damage, Tenant may terminate this Lease by giving Landlord notice identifying the Surrender Condition(s) that are not satisfied and basis therefor in reasonable detail of termination within five ten (510) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditionsdate Tenant receives Landlord’s estimate. Tenant’s termination rights under this Subparagraph 12(b) shall not apply if the damage to the Premises or Building is the result of any act or omission of Tenant or of any of Tenant’s agents, employees, customers, invitees or contractors (“Tenant Acts’”). Any damage resulting from a Tenant Act shall be promptly repaired by Tenant. Landlord, at its option, may, at Tenant’s expense, repair any damage caused by Tenant Acts. Tenant will then have fifteen (15) days shall continue to cure any remaining deficiencies (or if the same are not reasonably susceptible to cure within fifteen (15) days, or such additional time as reasonably necessary provided Tenant diligently commences pay all rent and pursues such cure, not to exceed thirty (30) total days) and, if Tenant fails to cure such deficiencies within such cure period, such failure other sums due hereunder and shall be an Event of Default under the Lease. Upon the occurrence of an Event of Default, liable to Landlord for all damages that Landlord may (a) elect sustain resulting from a Tenant Act, notwithstanding any term of this Lease to treat Tenant as a tenant-at-sufferance and for each day between the date of such Event of Default and the day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal to 300% of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the month of June, 2023, and all other charges payable under the Lease; and/or (b) to exercise all other rights and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in the amount of Five Thousand Dollars and No/100 ($5,000.00)contrary.

Termination of Lease. Effective as Notwithstanding the foregoing to the contrary, in lieu of 5:00 p.m. on performing the Effective Termination Date restoration work, Landlord may elect to terminate this Lease by notifying Tenant in writing of such termination within sixty (defined below60) days after the date of damage (such termination notice to include a termination date providing at least thirty (30) days for Tenant to vacate the Premises), if the Lease Property shall terminate and expire with the same force and effect as if be damaged by fire or other casualty or cause such Effective Termination Date had originally been specified in the Lease as the termination date of the Term of the Lease. Prior to the Effective Termination Date, except as expressly set forth in this Agreement, both Landlord and Tenant shall perform all of their respective obligations thereunder (other than Tenant’s obligations with respect to the payment of Basic Rent and Additional Rent due under the Lease, which Xxxxxxxx has agreed to xxxxx following June 30, 2023). As used herein, the “Effective Termination Date” means the date upon which the Surrender Conditions (defined below) are fully satisfied to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the followingthat: (a) payment more than twenty-five percent (25%) of the full Termination Fee Premises is affected by the damage and fewer than twenty-four (as defined 24) months remain in Section 3 below); the Term, or any material damage occurs to the Premises during the last twelve (12) months of the Term, (b) surrender of any Lender shall require that the Premises insurance proceeds or any portion thereof be used to retire the Mortgage debt (including or shall terminate the Lab Area) to Landlord in strict accordance with ground lease, as the terms of Section 21 of case may be), or the Original Leasedamage is not fully covered, includingexcept for deductible amounts, without limitationby Landlord’s insurance policies, the Surrender Plan approved by Landlord and cleaning of all duct work and HVAC systems; or (c) delivery of a photocopy the cost of the original executed Bill repairs, alterations, restoration or improvement work would exceed twenty-five percent (25%) of Sale (defined below); and (d) removal of Tenant’s signage (including the repair of all damage caused thereby and restoration replacement value of the Building (whether or not the Premises are affected by the damage). Tenant agrees that the abatement of Rent and right to its condition before the installation of Tenant’s signage), all at terminate provided herein shall be Tenant’s sole cost recourse in the event of such damage, and expensewaives any other rights Tenant may have under any applicable Law to perform repairs or terminate this Lease by reason of damage to the Premises or Property. Upon its belief In addition, if a substantial portion of the Building is destroyed such that it the Premises become untenantable, then Landlord will select a registered architect licensed to do business in Oregon to estimate the time for completion. If such architect should certify that such work to the Premises cannot be accomplished by using standard working methods and procedures so as to make the Premises tenantable within 210 days from the date the rehabilitation is started or within 3 months from such date if the Lease Term has satisfied all Surrender Conditionsless than 12 months remaining, either party will have the right to terminate this Lease by giving to the other notice of such election within 10 days after Tenant's receipt of the architect's certificate. If such architect certifies that such work can be completed within such 210-day period but such work is not actually substantially completed within 240 days after the date the rehabilitation is started (subject to delays caused by Tenant will and force majeure), then Tenant may provide written notice thereof to LandlordLandlord specifying that this Lease will terminate if such work is not substantially completed within thirty (30) days after the date of such notice. In the event Landlord disputes the satisfaction work is not substantially completed by the end of any Surrender Condition(s), Landlord shall provide written notice identifying the Surrender Condition(s) that are not satisfied and basis therefor in reasonable detail within five (5) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (15) days to cure any remaining deficiencies (or if the same are not reasonably susceptible to cure within fifteen (15) days, or such additional time as reasonably necessary provided Tenant diligently commences and pursues such cure, not to exceed thirty (30) day period this Lease will automatically terminate and neither party shall have any further rights or obligations hereunder except those obligations or liabilities which have accrued on or before such termination date and except those expressly provided as surviving expiration or termination hereof. If said fire or other casualty results in the total days) anddestruction of the Building, if Tenant fails to cure such deficiencies within such cure period, such failure shall be an Event this Lease will automatically terminate as of Default under the Lease. Upon the occurrence of an Event of Default, Landlord may (a) elect to treat Tenant as a tenant-at-sufferance and for each day between the date of such Event of Default and the day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal to 300% of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the month of June, 2023, and all said fire or other charges payable under the Lease; and/or (b) to exercise all other rights and remedies available to Landlord under the Leasecasualty. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in the amount of Five Thousand Dollars and No/100 ($5,000.00)ARTICLE 12.

Termination of Lease. Effective as As an accommodation to Tenant and subject to the terms and conditions stated herein, Landlord has agreed to the early termination of 5:00 p.m. on said Lease Agreement, therefore, upon the Effective execution of this Amendment No. 2 by all parties hereto, it is agreed that the Lease Termination Date shall be changed from February 29, 2012 to December 31, 2002 (defined below"Termination Date"). Tenant shall be responsible for paying all Basic Rent and Additional Rent and fulfilling all Lease obligations as contained in said Lease through the Termination Date as set forth above. Notwithstanding the above, Tenant's obligations as stated in Lease Paragraphs 12 ("Taxes"), 17 ("Compliance") and 53 ("Hazardous Materials") shall survive the Lease shall terminate and expire with the same force and effect as if such Effective Termination Date had originally been specified in of this Lease; it being understood, however, that Tenant's obligations under the Lease aforementioned Paragraphs 12, 17 and 53 shall survive only as the termination date of to those obligations that accrued and/or occurred during the Term of the Lease. Prior 1 Initial: ------ Westport 17 Although this Termination Agreement shall be deemed effective as of December 31, 2002, and Landlord shall be entitled to the Effective Termination Date, except as expressly set forth in this Agreement, both Landlord take possession and Tenant shall perform all of their respective obligations thereunder (other than Tenant’s obligations with respect to the payment of Basic Rent and Additional Rent due under the Lease, which Xxxxxxxx has agreed to xxxxx following June 30, 2023). As used herein, the “Effective Termination Date” means the date upon which the Surrender Conditions (defined below) are fully satisfied to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the following: (a) payment of the full Termination Fee (as defined in Section 3 below); (b) accept surrender of the Premises (including the Lab Area) to Landlord in strict accordance with the terms of Section 21 this Amendment No. 2 and relet them for its own account, the release of Tenant from its obligations under this Lease as stated in Lease Paragraph 4, including but not limited to the obligation to pay all Rent and other sums due hereunder, shall not be deemed effective unless and until ninety-one (91) days have expired from the date of the Original Lease, including, without limitation, the Surrender Plan approved by payments due under Paragraph 1.A ($7,579.03) and Paragraph 2 ($8,549,577.80) are paid to Landlord and cleaning of all duct work the funds for the payments have cleared Tenant's bank account and/or the issuing bank and HVAC systems; (c) delivery of a photocopy of the original executed Bill of Sale (defined below); and (d) removal of bankruptcy or insolvency proceeding has not been filed by or against Tenant’s signage (including the repair of all damage caused thereby and restoration of the Building to its condition before the installation of Tenant’s signage), all at Tenant’s sole cost and expense. Upon its belief that it has satisfied all Surrender Conditions, Tenant will provide written notice thereof to Landlord. In the event a bankruptcy or insolvency proceeding is filed within said ninety-one (91) day period, the release of Tenant from its future obligations under the Lease shall not be effective and Landlord disputes shall be entitled to recover damages from Tenant in accordance with Section 1951.2 of the satisfaction California Civil Code and the default provisions of any Surrender Condition(s)Paragraph 22 of the Lease for all Rent and other sums due under the Lease through the originally scheduled Lease Termination Date of February 29, 2012 net of Termination Fee. In such event, Landlord shall provide written notice identifying be entitled to retain the Surrender Condition(s) that are not satisfied Termination Fee and basis therefor in reasonable detail within five (5) business days after Xxxxxx has provided notice that it has satisfied to offset the Surrender Conditionsamount of the Termination Fee against all damages recoverable to the extent permissible under applicable law. In consideration of the Landlord's execution of this Agreement, Tenant waives the provisions of Section 1950.7 of the California Civil Code, and any claim concerning the security deposit to be retained by Landlord and or amounts paid to Landlord pursuant to this Agreement. Tenant will then have fifteen (15) days represents and warrants to cure any remaining deficiencies (or if the same are Landlord that Tenant is not reasonably susceptible to cure within fifteen (15) days, or such additional time insolvent as reasonably necessary provided Tenant diligently commences and pursues such cure, not to exceed thirty (30) total days) and, if Tenant fails to cure such deficiencies within such cure period, such failure shall be an Event of Default under the Lease. Upon the occurrence of an Event of Default, Landlord may (a) elect to treat Tenant as a tenant-at-sufferance and for each day between the date of such Event of Default this Agreement and the day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal to 300% as of the per diem Basic Rent and Additional Rent that otherwise would have been payable by date Tenant for the month of June, 2023executed this Agreement, and all other charges payable under the Lease; and/or (b) has no plans to exercise all other rights and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord file for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in the amount of Five Thousand Dollars and No/100 ($5,000.00)bankruptcy protection.

Termination of Lease. Effective as If any part of 5:00 p.m. on the Effective Termination Date Premises is damaged or destroyed and either (defined below)a) in the opinion of Landlord acting reasonably, the Lease shall terminate damage or destruction cannot be repaired or rebuilt within one hundred and expire with eighty (180) days after the same force and effect as if damage or destruction; or (b) such Effective Termination Date had originally been specified damage or destruction is caused by an occurrence against which Landlord is not insured or required to insure or the cost of repairs of which would be in excess of the Lease as amount which Landlord is required to insure pursuant hereto or is otherwise insured; or (c) such damage or destruction occurs within two (2) years prior to the termination date expiry of the Term of and either there are no remaining rights in Landlord or Tenant to extend or renew this Lease or Landlord or Tenant, having the Lease. Prior right to the Effective Termination Date, except as expressly set forth in renew or extend this Agreement, both Landlord and Tenant shall perform all of their respective obligations thereunder (other than Tenant’s obligations with respect to the payment of Basic Rent and Additional Rent due under the Lease, which Xxxxxxxx has agreed fails to xxxxx following June 30, 2023). As used herein, the “Effective Termination Date” means the date upon which the Surrender Conditions (defined below) are fully satisfied to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the following: (a) payment of the full Termination Fee (as defined in Section 3 below); (b) surrender of the Premises (including the Lab Area) to Landlord in strict accordance with the terms of Section 21 of the Original Lease, including, without limitation, the Surrender Plan approved by Landlord and cleaning of all duct work and HVAC systems; (c) delivery of a photocopy of the original executed Bill of Sale (defined below); and (d) removal of Tenant’s signage (including the repair of all damage caused thereby and restoration of the Building to its condition before the installation of Tenant’s signage), all at Tenant’s sole cost and expense. Upon its belief that it has satisfied all Surrender Conditions, Tenant will provide written notice thereof to Landlord. In the event Landlord disputes the satisfaction of any Surrender Condition(s), Landlord shall provide written notice identifying the Surrender Condition(s) that are not satisfied and basis therefor in reasonable detail do so within five (5) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (15) days after such occurrence; Landlord may, at its option to cure be exercised by written notice given to Tenant within sixty (60) days after such occurrence, terminate this Lease whereupon Tenant will immediately surrender the Premises and all its interest therein to Landlord and Basic Rent and all other payments for which Tenant is liable pursuant to this Lease shall be apportioned to the effective date of termination (but subject to any remaining deficiencies (abatement to which the Tenant may be entitled under Section 12.03 of this Lease by reason of the Premises having been rendered in whole or if the same are in part not reasonably susceptible capable of use or occupancy). Tenant will remain liable to cure within fifteen (15) days, or such additional time as reasonably necessary provided Tenant diligently commences and pursues such cure, not Landlord for all sums accrued due under this Lease to exceed thirty (30) total days) and, if Tenant fails to cure such deficiencies within such cure period, such failure shall be an Event of Default under the Lease. Upon the occurrence of an Event of Default, Landlord may (a) elect to treat Tenant as a tenant-at-sufferance and for each day between the date of such Event of Default and the day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal to 300% of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the month of June, 2023termination, and all other charges payable under the Lease; and/or (b) to exercise all other rights Landlord may re-enter and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect repossess the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in the amount discharged of Five Thousand Dollars and No/100 ($5,000.00)this Lease.

Termination of Lease. Effective as Within thirty (30) days after the occurrence of 5:00 p.m. on the Effective Termination Date (defined below), the Lease shall terminate and expire with the same force and effect as if such Effective Termination Date had originally been specified in the Lease as the termination date of the Term of the Lease. Prior any damage to the Effective Termination Date, except as expressly set forth in this Agreement, both Landlord and Tenant shall perform all of their respective obligations thereunder (other than Tenant’s obligations with respect to the payment of Basic Rent and Additional Rent due under the Lease, which Xxxxxxxx has agreed to xxxxx following June 30, 2023). As used herein, the “Effective Termination Date” means the date upon which the Surrender Conditions (defined below) are fully satisfied to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the following: (a) payment of the full Termination Fee (as defined in Section 3 below); (b) surrender or destruction of the Premises (including whether insured or uninsured) which Landlord is obligated or elects to repair and restore pursuant to this Article 17, Landlord will give written notice to Tenant setting forth Landlord's contractor's reasonable determination as to the Lab Areatime necessary to complete such repairs and restoration ("Landlord's Repair Time Estimate"). Notwithstanding anything to the contrary herein, if Landlord's Repair Time Estimate indicates that it will take more than twelve (12) calendar months after the occurrence of such damage or destruction to complete such restoration or repair, Landlord in strict accordance with or Tenant may terminate this Lease by written notice to the terms other within thirty (30) days after Tenaxx'x xeceipt of Section 21 Landlord's Repair Time Estimate. If this Lease is not terminated pursuant to the preceding sentence, Landlord will commence the repair and restoration promptly and will diligently prosecute such work to completion. If during the course of such work Landlord determines that such repair and restoration may not be completed within twelve (12) calendar months after the occurrence of the Original Leasedamage or destruction, including, without limitation, the Surrender Plan approved by then Landlord and cleaning of all duct work and HVAC systems; (c) delivery of will promptly provide Tenant with a photocopy revised written schedule for completion of the original executed Bill repairs and restoration. Landlord or Tenant may, within ten (10) days after notice of Sale such revised schedule, inform the other in writing that it (defined a) accepts such revised schedule (in which case this Lease will remain in full force and effect according to its terms) or (b) elects to terminate this Lease (in which case this Lease will terminate as of the date indicated below); and . If Tenant or Landlord fails to respond within ten (d10) removal days after receipt of Tenant’s signage (including written notice of such revised schedule, it will be deemed to have accepted such revised schedule. If the repair of all damage caused thereby and restoration of the Building to its condition before the installation of Tenant’s signage), all at Tenant’s sole cost and expense. Upon its belief that it has satisfied all Surrender Conditions, Tenant will provide written notice thereof to Landlord. In the event Landlord disputes the satisfaction of any Surrender Condition(s), Landlord shall provide written notice identifying the Surrender Condition(sPremises is not actually completed within twelve (12) that are not satisfied and basis therefor in reasonable detail within five (5) business days calendar months after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (15) days to cure any remaining deficiencies (or if the same are not reasonably susceptible to cure within fifteen (15) days, or such additional time as reasonably necessary provided Tenant diligently commences and pursues such cure, not to exceed thirty (30) total days) and, if Tenant fails to cure such deficiencies within such cure period, such failure shall be an Event of Default under the Lease. Upon the occurrence of an Event the damage or destruction, or within fourteen (14) days after the applicable revised scheduled completion date (if any), agreed to by Tenant in writing, and if Landlord has failed to pursue diligently the completion of Defaultall such work, then Tenant may terminate this Lease by written notice to Landlord may (a) elect at any time thereafter and prior to treat the actual completion of such repair and restoration. If Tenant or Landlord exercises its right to terminate pursuant to this Section 17.4, then this Lease will terminate as a tenant-at-sufferance and for each day between of the date of set forth in such Event of Default party's written notice to the other. If Tenant or Landlord does not exercise its right to 23 30 terminate this Lease pursuant to this Section 17.4, then this Lease will continue in full force and the day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal effect according to 300% of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the month of June, 2023, and all other charges payable under the Lease; and/or (b) to exercise all other rights and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in the amount of Five Thousand Dollars and No/100 ($5,000.00)its terms.

Termination of Lease. Effective as Pursuant to Paragraph 48 of 5:00 p.m. on said Lease Agreement, -------------------- Tenant has exercised its Option to Terminate the Effective Termination Date (defined below)Lease; therefore subject to the terms and conditions stated herein, the Lease shall terminate and expire with the same force and effect as if such Effective Termination Date had originally been specified shall be changed from December 31, 2005 to October 31, 2002 ("Termination Date"). Tenant shall be responsible for relinquishing the Premises in the condition required under Lease as the termination date Paragraphs 8 ("Acceptance and Surrender of the Term of the LeasePremises"), 10 ("Alternations and Additions") and 44 ("Hazardous Materials"). Prior to the Effective Termination Date, except as expressly set forth in this Agreement, both Landlord and Tenant shall perform all conduct a joint inspection of their respective obligations thereunder the Premises to determine the extent of the work required by Tenant to comply with the provisions of said Paragraphs 8 and 10 (other than Tenant’s obligations with respect "Restoration Work"). In lieu of Tenant completing the required Restoration Work, Tenant agree (i) to pay to Landlord a fee equal to the payment total of the estimates received from Landlord's contractors for the Restoration Work ("Restoration Fee") within ten days after Tenant receives Landlord's statement of said Restoration Fee and (ii) to either (a) allow Landlord access to the Premises prior to the Termination date scheduled herein to enable the Restoration Work to be completed by Landlord by the scheduled Termination Date or (b) if Tenant is unable to allow Landlord access to the Premises as stated above, Tenant acknowledges and agrees that the Termination Date scheduled herein shall be amended to reflect the number of days estimated for Landlord to complete said Restoration Work following Tenant's scheduled Lease Termination Date. The amount of time estimated to be allowed for the completion of the Restoration Work shall be determined by Landlord as soon as reasonably possible after Landlord and Tenant complete a joint inspection of the Premises. Tenant shall be responsible for paying all Basic Rent and Additional Addition Rent due under and fulfilling all Lease obligations as contained in said Lease through the Termination Date or the amended Termination Date as the case may be. Notwithstanding the above, Tenant's obligations as stated in Lease Paragraphs 13 ("Taxes"), 19 ("Compliance") and 44 ("Hazardous Materials") shall survive the Termination Date of this Lease. Tenant's ongoing obligation related to Paragraph 13 ("Taxes") shall include all regularly assessed Real Estate Taxes and any supplemental taxes related to the period of Tenant's Lease Term whenever levied, which Xxxxxxxx has agreed to xxxxx following June 30, 2023). As used herein, including any such taxes that may be levied after the “Effective Termination Date” means the date upon which the Surrender Conditions (defined below) are fully satisfied to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the following: (a) payment of the full Termination Fee (as defined in Section 3 below); (b) surrender of the Premises (including the Lab Area) to Landlord in strict accordance with the terms of Section 21 of the Original Lease, including, without limitation, the Surrender Plan approved by Landlord and cleaning of all duct work and HVAC systems; (c) delivery of a photocopy of the original executed Bill of Sale (defined below); and (d) removal of Tenant’s signage (including the repair of all damage caused thereby and restoration of the Building to its condition before the installation of Tenant’s signage), all at Tenant’s sole cost and expense. Upon its belief that it has satisfied all Surrender Conditions, Tenant will provide written notice thereof to Landlord. In the event Landlord disputes the satisfaction of any Surrender Condition(s), Landlord shall provide written notice identifying the Surrender Condition(s) that are not satisfied and basis therefor in reasonable detail within five (5) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (15) days to cure any remaining deficiencies (or if the same are not reasonably susceptible to cure within fifteen (15) days, or such additional time as reasonably necessary provided Tenant diligently commences and pursues such cure, not to exceed thirty (30) total days) and, if Tenant fails to cure such deficiencies within such cure period, such failure shall be an Event of Default under the Lease. Upon the occurrence of an Event of Default, Landlord may (a) elect to treat Tenant as a tenant-at-sufferance and for each day between the date of such Event of Default and the day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal to 300% of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the month of June, 2023, and all other charges payable under the Lease; and/or (b) to exercise all other rights and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in the amount of Five Thousand Dollars and No/100 ($5,000.00).

Termination of Lease. Effective Xxxxxx agrees that violation of the pet provision allows for total loss of deposit as well as the option to the Landlord termination of 5:00 p.m. on lease upon three (3) days written notice. Landlord may terminate this lease upon written notice to the Effective Termination Date Tenant if any monthly rental payment is not paid within twenty-one (defined below)21) days after it becomes due. If the Tenant violates any other provision of this lease, the Lease shall terminate and expire with the same force and effect as if such Effective Termination Date had originally been specified in the Lease as the termination date of the Term of the Lease. Prior to the Effective Termination Date, except as expressly set forth in this Agreement, both Landlord and Tenant shall perform all of their respective obligations thereunder (other than Tenant’s obligations with respect to the payment of Basic Rent and Additional Rent due under the Lease, which Xxxxxxxx has agreed to xxxxx following June 30, 2023). As used herein, the “Effective Termination Date” means the date upon which the Surrender Conditions (defined below) are fully satisfied to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the following: (a) payment of the full Termination Fee (as defined in Section 3 below); (b) surrender of the Premises (including the Lab Area) to Landlord in strict accordance with the terms of Section 21 of the Original Lease, including, without limitation, the Surrender Plan approved by Landlord and cleaning of all duct work and HVAC systems; (c) delivery of a photocopy of the original executed Bill of Sale (defined below); and (d) removal of Tenant’s signage (including the repair of all damage caused thereby and restoration of the Building to its condition before the installation of Tenant’s signage), all at Tenant’s sole cost and expense. Upon its belief that it has satisfied all Surrender Conditions, Tenant will provide written notice thereof to Landlord. In the event Landlord disputes the satisfaction of any Surrender Condition(s), Landlord shall provide written notice identifying the Surrender Condition(s) that are not satisfied and basis therefor in reasonable detail within five (5) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (15) days to cure any remaining deficiencies (or if the same are not reasonably susceptible to cure within fifteen (15) days, or such additional time as reasonably necessary provided Tenant diligently commences and pursues such cure, not to exceed give thirty (30) total days) and, if days notice in writing of the obligation to correct the violation of the lease. If the Tenant fails to cure such deficiencies within such cure periodso comply, such failure shall be an Event of Default under the Lease. Upon the occurrence of an Event of Default, Landlord may (a) elect to treat Tenant as a tenant-at-sufferance and for each day between the date of such Event of Default lease is automatically terminated and the day on which Tenant actually satisfies agrees to vacate premises. If the Surrender ConditionsTenant wishes to withdraw from the lease at any point in time, Tenant the Landlord must receive written notification as soon as possible. Xxxxxx agrees to obtain a suitable replacement that shall pay a per diem holdover charge equal to 300% the Landlord the pro-rated share of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant rental installment for the month balance of Junethe term. Said replacement MUST be acceptable to the Landlord AND the remaining occupant(s) of said housing, 2023, and all other charges payable under if any. Thereupon Landlord shall return to the Lease; and/or (b) Tenant the pro-rated share of the rental installment paid covering the balance of the term providing the Tenant is not indebted to exercise all other rights and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actualdamages as discussed in section six (6). If said replacement is not suitable or acceptable to the remaining occupants of said housing, outor a replacement cannot be found, then remaining occupants agree to find a replacement, or the remaining occupants shall pay the Landlord the pro-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense rated share of the rental agreement for the balance of the said term. A minimum administrative fee of $100.00 will be in automatically applied to all withdrawal requests. In addition to the amount administrative fees, the Tenant will remain responsible and liable for all of Five Thousand Dollars and No/100 ($5,000.00)the lease specifications until the lease is filled.

Termination of Lease. Effective as In the event that Lessee shall fail to pay ---------------------- the rent, or any part thereof, when it becomes due, within ten (10) days after notice by Lessor of 5:00 p.m. on delinquency thereof, Lessor may sue for same, may re-nter the Effective Termination Date said Premises and take possession, xay have Lessee removed by summary proceedings, or by ejectment or may resort to any other legal remedy. In the event the Lessee sublets or assigns the Lease, written notice of any default shall be given, to Lessee who shall have ten (defined below)10) days from notice to cure any such default. If the said premises at any time becomes vacant during the said term in consequence of the removal of Lessee for non-payment of rent, the Lease shall terminate and expire with by legal process, or any other cause, Lessor may re-enter the same and use such force for that purpose as Lessor shall think fit, without being liable for prosecution therefor, and effect as if such Effective Termination Date had originally been specified in the may thereupon treat said Lease as terminated and re-let the termination date Premises for its own use; or re-let the Premises as the agent of Lessee, applying the Term of the Lease. Prior avails thereof first to the Effective Termination Dateexpense of re-renting the Premises, except as expressly set forth in this Agreementincluding reasonable attorneys fees, both Landlord and Tenant shall perform all of their respective obligations thereunder (other than Tenant’s obligations with respect then to the payment of Basic Rent the rent due hereunder, and Additional Rent due under the Lease, which Xxxxxxxx has agreed balance to xxxxx following June 30, 2023). As used herein, the “Effective Termination Date” means the date upon which the Surrender Conditions (defined below) are fully satisfied pay over to the reasonable satisfaction of Landlord. As used herein, the “Surrender Conditions” mean the completion by Tenant of all of the following: (a) payment of the full Termination Fee (as defined in Section 3 below); (b) surrender of the Premises (including the Lab Area) to Landlord in strict accordance with the terms of Section 21 of the Original Lease, including, without limitation, the Surrender Plan approved by Landlord and cleaning of all duct work and HVAC systems; (c) delivery of a photocopy of the original executed Bill of Sale (defined below); and (d) removal of Tenant’s signage (including the repair of all damage caused thereby and restoration of the Building to its condition before the installation of Tenant’s signage), all at Tenant’s sole cost and expense. Upon its belief that it has satisfied all Surrender Conditions, Tenant will provide written notice thereof to LandlordLessee. In the event Landlord disputes Lessee shall be adjudicated a bankrupt or make a general assignment for the satisfaction benefit of any Surrender Condition(s)its creditors, Landlord shall provide Lessor may, at Lessor's option, terminate this Lease by written notice identifying the Surrender Condition(s) that are not satisfied and basis therefor in reasonable detail within five notice, ten (5) business days after Xxxxxx has provided notice that it has satisfied the Surrender Conditions. Tenant will then have fifteen (1510) days prior to cure any remaining deficiencies such termination, and at the end of such period of ten (or if the same are not reasonably susceptible to cure within fifteen (1510) days, such Lease shall be terminated. In the event Lessee shall violate any condition, covenant or agreement herein contained, and if Lessee shall not promptly and diligently cure or prosecute the cure of any such additional time as reasonably necessary provided Tenant diligently commences and pursues such cure, not to exceed default within thirty (30) total days after notice from Lessor specifying the violation, Lessor shall have the right thereafter, at Lessor's election to terminate this Lease on ten (10) days' written notice, and this Lease shall thereupon cease upon the expiration of said ten (10) and, days in the same manner and to the same affect as if Tenant fails to cure such deficiencies within such cure period, such failure shall be an Event of Default under that were the Lease. Upon the occurrence of an Event of Default, Landlord may (a) elect to treat Tenant as a tenant-at-sufferance and for each day between the date of such Event of Default and the day on which Tenant actually satisfies the Surrender Conditions, Tenant shall pay a per diem holdover charge equal to 300% expiration of the per diem Basic Rent and Additional Rent that otherwise would have been payable by Tenant for the month original term of June, 2023, and all other charges payable under the this Lease; and/or (b) to exercise all other rights and remedies available to Landlord under the Lease. Tenant acknowledges that Xxxxxxxx has engaged a consultant to inspect the Premises to ensure the Premises has been surrendered in the condition required hereunder, and it has agreed to reimburse Landlord for Landlord’s actual, out-of-pocket expenses incurred by Landlord in connection with such inspection upon Landlord’s written request therefor; Landlord presently anticipates that such expense will be in the amount of Five Thousand Dollars and No/100 ($5,000.00).