Common use of Termination Option Clause in Contracts

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Termination Option. Notwithstanding anything (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the contrary contained Property, but in this Leaseany case, no later than sixty (60) days following the date of such occurrence, Tenant shall will have the one-time option to terminate this Lease by sending to Landlord a written notice (the a “Termination OptionNotice”) stating that Tenant desires to terminate this Lease, effective together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice date of such Termination Option election Notice (the including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination NoticeTrigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Such Termination Notice shall be effective only Notwithstanding the foregoing, if it is given to Landlord at least nine (9) full calendar months prior to the Current FMV of the Property as of the date the Termination Date (Trigger occurs is less than the “Termination Notice Deadline”); accordinglyLease Commencement FMV, if then Tenant has will not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no a right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice Deadlineis sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) ($ ), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a condition precedent member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, Section 2 shall survive the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Termination Option. Notwithstanding anything Anything in subsection A of this Article 10 to the contrary contained notwithstanding, if the Premises are totally damaged or are rendered wholly untenantable, and if Landlord's architect determines that it will take in excess of eight (8) months to restore the Premises, or if the Building shall be so damaged by fire or other casualty that, in Landlord's opinion, either substantial alteration, demolition or reconstruction of the Building shall be required (whether or not the Premises shall have been damaged or rendered untenantable) or the Building, after its proposed repair, alteration or restoration shall not be economically viable as an office building, then in any of such events, Landlord or Tenant, may, not later than ninety (90) days following the damage, give the other party a notice in writing terminating this Lease. In addition (i) if any material damage shall occur to the Premises or the Building during the last one (1) year of the Term, Tenant either party thereto shall have the one-time option to terminate this Lease by written notice to the other party and in such event this Lease shall terminate on the later of the date of the notice of termination or the date Tenant vacates the Premises and removes all of its property therefrom and (ii) Landlord shall not be obligated to repair or restore the “Termination Option”) Premises or the Building if a holder of a mortgage or underlying leasehold applies proceeds of insurance to the loan or lease payment balance, and the remaining proceeds, if any, available to Landlord are insufficient to pay for such repair or restoration. If Landlord elects to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effectupon the thirtieth (30th) day after such notice is given, and Tenant shall have no right or option vacate the Premises and surrender the same to terminate Landlord. If Tenant shall not be in default under this Lease pursuant to this Special Stipulation No. 4 at any time after Lease, then upon the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to under the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord conditions provided for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by next preceding sentence, Tenant, this Termination Option 's liability for Rent thereafter accruing shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or cease as of the Termination Dateday following such damage and the Rent shall be apportioned to the date that the Premises are no longer useable.

Termination Option. Notwithstanding anything (a) If the Premises or any portion thereof are damaged by fire or other casualty (“Casualty”), such that (i) the Premises cannot be repaired under the laws and regulations of the federal, state and local governmental authorities having jurisdiction to substantially the same condition as they existed prior to the contrary contained Casualty, or (ii) the damage cannot be repaired within twelve (12) months after the date of such damage, or (iii) repairs cannot be completed before the 180th day before the end of the applicable Term, then either party may elect to terminate this Lease by written notice to the other party given within thirty (30) days after the date of such damage. The determination of the time required to restore shall be made by a contractor selected by Landlord with Tenant’s consent, which consent shall not be unreasonably withheld. Landlord shall deliver the estimate of such contractor within 30 days after the date of such casualty. Rent shall ▇▇▇▇▇ to the extent hereinafter provided as of the date of such casualty or taking. If such a notice to terminate is given, this Lease shall terminate as of the date of such notice. (b) Notwithstanding the foregoing, in the event Landlord notifies Tenant of its election to terminate this LeaseLease in accordance with this Subsection 5.1.1, Tenant shall have the one-time option right, by notice to Landlord given by Tenant within thirty (the “Termination Option”30) days of Landlord’s notice of termination, to terminate elect to negate Landlord’s termination notice and continue this Lease, effective provided that: (i) at least five (5) years would remain in the Term after the projected completion date for the repair; provided, however, the foregoing condition would be deemed to be satisfied notwithstanding the fact that less than five (5) years would remain in the existing Term after the expected completion date, if (A) Tenant has an extension option remaining pursuant to Section 2.3 that has not commenced as of the last day date of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this LeaseCasualty, and (iiiB) legal fees incurred by Tenant notifies Landlord in connection with this Lease writing that it irrevocably and unconditionally elects to exercise its option to extend and irrevocably and unconditionally waives the right to rescind its election for any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease reason (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to Section 2.3(b)); and (ii) the terms Premises can be repaired under the laws and regulations of this Leasethe federal, with all state and local governmental authorities having jurisdiction to substantially the same condition as they existed prior to the Casualty; and (iii) Tenant, at its own expense, agrees to pay any deficiency in the costs that would be incurred to repair the damage as provided in Subsection 5.1.2(b); and (iv) no Event of Default shall have occurred and be continuing either on the date of such obligations surviving notice by Tenant or on the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 date that construction shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datecommenced.

Termination Option. Notwithstanding anything to the contrary contained in this Lease, (a) Tenant shall have the one-time option right (the each a “Termination Option”) ), at its sole option, to terminate this Lease, effective as the Lease in respect of a portion of the last day of the sixtieth (60th) full calendar month of the Term Premises (the “Terminated Premises”) (it being understood and agreed that for purposes of this Article 10, the term Premises shall be deemed to include the Original Premises and all of the Additional Premises, irrespective of whether the applicable Additional Premises Commencement Date has occurred with respect thereto) consisting of up to two entire floors of the Premises (other than the 64th Floor Premises, the 48th Floor Premises and the 49th Floor Premises) located in the 30 Building and/or the 600 Building, provided that if such floors are located in the same building, such floors shall be contiguous to each other (but only to the extent that there are any such contiguous floors of the Premises in such building), which termination shall be effective upon July 1, 2011 in the case of any Terminated Premises located in the 600 Building and upon May 31, 2012 in the case of any Terminated Premises located in the 30 Building (each such date, a “Termination Option Date”), by providing delivering an irrevocable notice or notices (each a “Termination Option Notice”) to Landlord with written notice on or prior to July 1, 2011 terminating the Lease in respect of the Terminated Premises (time being of the essence in respect of such notices), which applicable Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to designate the Terminated Premises in question. Upon the Termination Date Option Date, the fixed rent, Landlord’s Extension Contribution and Tenant’s Area shall be appropriately reduced to reflect the termination of the Lease in respect of the Terminated Premises (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to and Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right obligation to perform any Extension Work or option to terminate this Lease pursuant to this Special Stipulation NoExpansion Extension Work, as applicable, in the Terminated Premises). 4 at any time after In the event that Tenant shall give the Termination Option Notice Deadline. As a condition precedent to any termination and shall otherwise comply with the conditions of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date exercise of Tenant’s lease right to terminate the Lease in respect of such expansion space through any Terminated Premises, as provided hereunder, the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant Lease in connection with such early termination is not a penalty but a reasonable pre-estimate respect of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible Terminated Premises shall come to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to an end and through expire on the Termination Option Date, includingwith the same force and effect as if said date were the Extended Expiration Date set forth in this Amendment, without limitation, Additional Rent that accrues unless sooner terminated pursuant to any other term, covenant or condition of the Lease or pursuant to law; provided, however, the terms and conditions of this the Original Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenantextent applicable, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default deemed applicable to the Terminated Premises without giving affect to this Amendment (regardless of any notice and/or cure period) under and the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Datemodifications contemplated hereunder).

Termination Option. Notwithstanding anything Landlord shall notify Tenant (with a copy to Subtenant) within sixty (60) days after the contrary contained date of damage whether or not the requirements for repairs, reconstruction and restoration by Tenant described in Section 19.3 are met. If such requirements are not met, Landlord shall have the option, exercisable within sixty (60) days after the date of such damage either to: (a) notify Tenant of Landlord’s election to repair such damage, in which event this Lease shall continue in full force and effect (unless terminated by Tenant as provided below), or (b) notify Tenant, and the subtenant under the Google Sublease, of Landlord’s election to terminate this Lease as of the date of the damage. If such notice to terminate is given by Landlord, this Lease, and the Google Sublease (regardless of the Nondisturbance Agreement), shall terminate as of the date of such damage. If Landlord notifies Tenant of its intention to repair Casualty damages and Landlord reasonably estimates that such repairs cannot be completed within eighteen (18) months (plus any incremental time as may be required to restore any Non-Severable Material Alterations), Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant by delivering fifteen (15) days’ written notice to this Special Stipulation NoLandlord, in which event the Lease, and the Google Sublease (regardless of the Nondisturbance Agreement), shall terminate. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease If pursuant to the provisions above terms of this Special Stipulation No. 4Section 19.2, Landlord notifies Tenant of Landlord’s intention to repair Casualty damages and this Lease and the Google Sublease are not terminated pursuant to the above terms of this Section 19.2, then Landlord shall repair, reconstruct and restore the Premises, including Non-Severable Material Alterations but excluding other Alterations and Tenant’s Property, with reasonable diligence, to the extent of available insurance proceeds, so that the same shall be reasonably comparable in quality, value and utility to the Premises immediately prior to such Casualty damage.” (b) With respect to Section 19.2, Section 20.1 and Section 20.4 of the Lease, in addition the event Tenant has the right to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, terminate the “Termination Fee”) equal to the sum of Lease: (i) Ninety Thousand Three Hundred Twenty-Five Tenant (x) shall not exercise such right without the express written consent of Subtenant, and 14/100Dollars ($90,325.14), plus y) shall promptly exercise such right upon the written direction of Subtenant to do so. (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Subtenant may notify Landlord for any other expansion space leased by Tenant, all amortized using an interest rate directly of nine percent (9%) per annum over its intent to exercise or refrain from exercising the ninety-one (91) month term of this right to terminate the Lease, and (iii) legal fees incurred by Landlord and, in connection such case, will concurrently with this Lease its delivery to Landlord, deliver a duplicate to Tenant. Subtenant’s determination to exercise or refrain from exercising shall govern, and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided determination notified to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid Landlord by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 contradiction thereof shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Dateinvalid and without effect.

Termination Option. Notwithstanding anything (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the contrary contained Property, but in this Leaseany case, no later than sixty (60) days following the date of such occurrence, Tenant shall will have the one-time option to terminate this Lease by sending to Landlord a written notice (the a “Termination OptionNotice”) stating that Tenant desires to terminate this Lease, effective together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice date of such Termination Option election Notice (the including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination NoticeTrigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Such Termination Notice shall be effective only Notwithstanding the foregoing, if it is given to Landlord at least nine (9) full calendar months prior to the Current FMV of the Property as of the date the Termination Date (Trigger occurs is less than the “Termination Notice Deadline”); accordinglyLease Commencement FMV, if then Tenant has will not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no a right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice Deadlineis sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. As If, following Landlord’s delivery to Tenant of a condition precedent Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, and the arbitration (A) is decided in favor of Tenant, then this Lease will terminate on such Termination Date, or (B) is decided in favor of Landlord, then this Lease will continue in full force and effect, as though the applicable Termination Notice had not been sent (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant due to such increase). In the event that any arbitration has not concluded on or before the applicable Termination Date, the following terms shall apply: (1) Tenant will pay all Rent amounts due after such Termination Date, through and including the date on which the arbitration concludes, into an escrow account; (2) if the arbitration is decided in favor of Tenant, then, on the date which is fifteen (15) days following the date on which the arbitration decision is rendered (the “Final Termination Date”), (a) this Lease will terminate, (b) the escrowed Rent amounts will be returned to Tenant, (c) Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, debt service payments and related fees paid by Tenant to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee Leasehold Mortgagee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined) (to the extent any such payments or fees are incurred solely on account of the indebtedness secured by the Leasehold Mortgage being repaid on or about the Final Termination Date instead of on the Termination Date (as set forth in the Termination Notice), incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%etc.) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over during the period commencing on the effective first day following the Termination Date and ending on the Final Termination Date (such period, the “Termination Extension Period”) and (d) Tenant will pay over to Landlord the aggregate amount of any rent amounts or other income collected from occupants of the Property during, and attributable to, the Termination Extension Period or any portion thereof; and (3) if the arbitration is decided in favor of Landlord, then (a) this Lease will continue in full force and effect, as though the applicable Termination Notice had not been sent, and, (b) within three (3) Business Days following the date of Tenant’s lease of such expansion space through on which the expiration date of Tenant’s lease of such expansion space. It arbitration decision is hereby acknowledged that any such amount required to rendered, the escrowed Rent amounts will be paid to Landlord (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant in connection with due to such early termination is not increase). Failure to send a penalty but a reasonable pre-estimate Dispute Notice within the thirty (30) day period following Landlord’s receipt of the damages which would Termination Notice will be incurred deemed an approval by Landlord as a result to terminate this Lease. (iii) Upon the affirmative or deemed approval of such early Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (which damages are impossible 60th) day following the date of delivery to calculate more preciselyLandlord of the Termination Notice (the “Termination Date”). (iv) and, in that regard, constitutes liquidated damages with respect On or prior to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, includingLandlord has the right, without limitationbut not the obligation, Additional Rent to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account both the value-add after the development or redevelopment and/or lease up thereof and any market fluctuations then in effect), less (B) [$____________]5, being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together 5 NTD: AIMCO to advise of the fair market value of the applicable Property at the time of lease commencement, with such number to be input in the space provided here. appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that accrues the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property; provided, that, Tenant may, by delivery of a written notice to Landlord within ten (10) days following the date on which Landlord so declines to make the Added Improvement Value Payment, elect to rescind the applicable Termination Notice, following which this Lease will continue in full force and effect, as though such Termination Notice had not been sent. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Leasehereof. The rights granted cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant under this Special Stipulation No. 4 are personal and prior to the named TenantROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and in Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of any assignment the Property (a “ROFR Closing”), then, solely with respect to the period of this Lease or sublease by Tenanttime commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), this Termination Option the following provisions shall thenceforth be void apply: Landlord shall assume and agree to pay so much of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be effective only if Tenant is not allocable to Landlord by proration (based upon the number of days in a default (regardless of any notice and/or cure period) under the Lease, either at the time such calendar year on and after such date of the delivery of the Termination Notice ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the Termination Date.date of the ROFR Closing (to the exte

Termination Option. A. Notwithstanding anything to the contrary contained in this Lease, Tenant in the event Lessee fails to exercise its Expansion Option to lease the 3931 Property, as set forth in Paragraph 12 hereinabove, Lessee shall have the one-time option (the “Termination Option”) to terminate and cancel this Lease, Lease effective as of the last calendar day of the sixtieth any calendar month including or following thirty-sixth (60th36th) full calendar month of the Extended Term (the “Early Termination Date”), by providing Landlord with ) upon Lessee’s delivery of written notice of such Termination Option election to Lessor (the “Termination Notice”). Such Termination Notice , which notice shall be effective only if it is given delivered to Landlord at least nine (9Lessor no later than nine(9) full calendar months prior to the intended Early Termination Date (the “Termination Notice DeadlinePeriod”); accordingly, if Tenant and concurrently therewith, Lessee shall deliver to Lessor a termination fee equal to (i) six (6) months of the then existing Base Rent, and (ii) the unamortized Allowance and leasing commissions paid by Lessor (as of the date six (6) months following the Early Termination Date, to take into account, in each case, the six (6) months of Base Rent included in the Termination Fee), and (iii) the full amount of any unamortized Additional Allowance which has not given its been drawn by Lessee, with accrued interest, that is then due and owing to Lessor (collectively the ”Termination Notice Fee”). Subject to Landlord prior to Lessor’s timely receipt of the Termination Notice Deadlineand the Termination Fee, this Termination Option Lease shall expire automatically terminate and be of no further force or effect, and Tenant Lessor and Lessee shall have no right or option be relieved of their respective obligations under this Lease, as of the Early Termination Date, except with respect to terminate those obligations set forth in this Lease pursuant to this Special Stipulation No. 4 at any time after which specifically survive the Termination Notice Deadline. As a condition precedent to any expiration or earlier termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant the payment by Lessee of all amounts owed by Lessee under this Lease accruing prior to the terms of this Lease, with all of such obligations surviving the early termination of this LeaseEarly Termination Date. The termination rights granted to Tenant Lessee under this Special Stipulation No. 4 Paragraph 13 are personal to the Lessee originally-named Tenantin this Second Amendment or any Permitted Transferee, and may not be assigned or transferred to any other person or entity. If Lessee fails to deliver timely the Termination Notice and the Termination Fee in the event of accordance with this Paragraph 13, then any assignment of this Lease or sublease by Tenantpurported exercise shall be deemed null, this Termination Option shall thenceforth be void and of no further force or and effect. Tenant’s rights under . B. In the event that Lessee exercises the Expansion Option to lease the 3931 Property, as set forth in Paragraph 12 hereinabove, the option to cancel this Special Stipulation No. 4 Lease set forth in Paragraph 13.A shall be effective only if Tenant is not in a default (regardless modified to provide that the Early Termination Date shall be the last calendar day of any notice and/or cure periodcalendar month including or following the sixtieth (60th) under full calendar month following the Lease, either at the time Commencement Date of the delivery lease of the 3931 Property, the Termination Notice or shall be delivered to Lessor no later than nine (9) months prior to the intended Early Termination Date and the Termination Fee shall be equal to (i) six (6) months of the then existing Base Rent payable for the Premises and the 3931 Property, and (ii) the unamortized Allowance and leasing commissions paid by Lessor relative to the Premises (as of the date six (6) months following the Early Termination DateDate to take into account, in each case, the six (6) months of Base Rent included in the Termination Fee), and (iii) the unamortized 3931 Allowance and leasing commissions paid by Lessor relative to the 3931 Property (as of the date six (6) months following the Early Termination Date to take into account, for each case, the six (6) months Base Rent included in the Termination Fee), and (iv) the full amount of any unamortized Additional Allowance which has been drawn by Lessee, with accrued interest, that is then due and owing to Lessor. If Lessee fails to deliver timely the Termination Notice and the Termination Fee in accordance with this Paragraph 13, then any purported exercise shall be deemed null, void and of no further force and effect.

Termination Option. Notwithstanding anything (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the contrary contained Property, but in this Leaseany case, no later than sixty (60) days following the date of such occurrence, Tenant shall will have the one-time option to terminate this Lease by sending to Landlord a written notice (the a “Termination OptionNotice”) stating that Tenant desires to terminate this Lease, effective together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice date of such Termination Option election Notice (the including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination NoticeTrigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Such Termination Notice shall be effective only Notwithstanding the foregoing, if it is given to Landlord at least nine (9) full calendar months prior to the Current FMV of the Property as of the date the Termination Date (Trigger occurs is less than the “Termination Notice Deadline”); accordinglyLease Commencement FMV, if then Tenant has will not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no a right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice Deadlineis sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. As If, following Landlord’s delivery to Tenant of a condition precedent Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, and the arbitration (A) is decided in favor of Tenant, then this Lease will terminate on such Termination Date, or (B) is decided in favor of Landlord, then this Lease will continue in full force and effect, as though the applicable Termination Notice had not been sent (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant due to such increase). In the event that any arbitration has not concluded on or before the applicable Termination Date, the following terms shall apply: (1) Tenant will pay all Rent amounts due after such Termination Date, through and including the date on which the arbitration concludes, into an escrow account; (2) if the arbitration is decided in favor of Tenant, then, on the date which is fifteen (15) days following the date on which the arbitration decision is rendered (the “Final Termination Date”), (a) this Lease will terminate, (b) the escrowed Rent amounts will be returned to Tenant, (c) Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, debt service payments and related fees paid by Tenant to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee Leasehold Mortgagee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined) (to the extent any such payments or fees are incurred solely on account of the indebtedness secured by the Leasehold Mortgage being repaid on or about the Final Termination Date instead of on the Termination Date (as set forth in the Termination Notice), incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%etc.) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over during the period commencing on the effective first day following the Termination Date and ending on the Final Termination Date (such period, the “Termination Extension Period”) and (d) Tenant will pay over to Landlord the aggregate amount of any rent amounts or other income collected from occupants of the Property during, and attributable to, the Termination Extension Period or any portion thereof; and (3) if the arbitration is decided in favor of Landlord, then (a) this Lease will continue in full force and effect, as though the applicable Termination Notice had not been sent, and, (b) within three (3) Business Days following the date of Tenant’s lease of such expansion space through on which the expiration date of Tenant’s lease of such expansion space. It arbitration decision is hereby acknowledged that any such amount required to rendered, the escrowed Rent amounts will be paid to Landlord (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant in connection with due to such early termination is not increase). Failure to send a penalty but a reasonable pre-estimate Dispute Notice within the thirty (30) day period following Landlord’s receipt of the damages which would Termination Notice will be incurred deemed an approval by Landlord as a result to terminate this Lease. (iii) Upon the affirmative or deemed approval of such early Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (which damages are impossible 60th) day following the date of delivery to calculate more preciselyLandlord of the Termination Notice (the “Termination Date”). (iv) and, in that regard, constitutes liquidated damages with respect On or prior to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, includingLandlord has the right, without limitationbut not the obligation, Additional Rent to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account both the value-add after the development or redevelopment and/or lease up thereof and any market fluctuations then in effect), less (B) Seventy-Nine Million One Hundred Two Thousand Four Hundred Ten and 00/100 Dollars ($79,102,410.00), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that accrues the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property; provided, that, Tenant may, by delivery of a written notice to Landlord within ten (10) days following the date on which Landlord so declines to make the Added Improvement Value Payment, elect to rescind the applicable Termination Notice, following which this Lease will continue in full force and effect, as though such Termination Notice had not been sent. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Leasehereof. The rights granted cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant under this Special Stipulation No. 4 are personal and prior to the named TenantROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and in Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of any assignment the Property (a “ROFR Closing”), then, solely with respect to the period of this Lease or sublease by Tenanttime commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), this Termination Option the following provisions shall thenceforth be void apply: Landlord shall assume and agree to pay so much of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be effective only if Tenant is not allocable to Landlord by proration (based upon the number of days in a default (regardless of any notice and/or cure period) under the Lease, either at the time such calendar year on and after such date of the delivery of the Termination Notice ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the Termination Date.date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Ta

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the a one-time option (the “Termination Option”) right to terminate this Lease, the Lease effective as of the last day of the sixtieth (60th) full calendar month of the Term 11:59 p.m. on October 31, 2015 (the “Termination Date”), by providing Landlord with written notice of such Termination Option Tenant’s election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation Noon or before November 1, 2014 (the “Notice Date”). 4 at any time after If Tenant gives the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Noticenotice, Tenant must have delivered to Landlord with its Termination Notice, an amount as pay a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five $733,101.00, representing the unamortized balance of the Tenant Allowance, brokerage commissions and 14/100Dollars Landlord’s attorney’s fees ($90,325.14)amortized on a straight line basis at an annual rate of 10%) incurred by Landlord with respect to this Amendment, plus and (ii) three months of Minimum Annual Rent and estimated Operating Expense payments (all unamortized Transaction Costs, as hereinafter defined, incurred calculated at the rate that would have been in connection with this Lease and incurred by Landlord effect for any other expansion space leased by Tenant, all amortized using an interest rate the three months following the Termination Date). The transaction cost component of nine percent the Termination Fee (9%$733,101) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate on or before the Notice Date. Landlord shall invoice Tenant for the rent component (3 months of Minimum Annual Rent and Operating Expense payments) of the damages which would be incurred by Landlord as a result of such early termination Termination Fee, and payment of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through portion of the Termination Fee shall be due and payable to Landlord by the date that is 60 days following the date of Landlord’s invoice. If Tenant fails to give written notice of termination or to pay the $733,101 portion of the Termination Fee by the Notice Date, including, without limitation, Additional Rent that accrues pursuant to time being of the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenantessence, this Termination Option right to terminate shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only Moreover, if Tenant is not in a default (regardless of any notice and/or cure period) under fails to timely pay the Lease, either at the time of the delivery rent component of the Termination Notice Fee, and such failure continues for more than 5 business days following written notice to Tenant of such failure, or if a monetary or other material default under this Lease on the part Tenant is continuing beyond any notice and grace period as of the date Tenant exercises this termination option or as of the Termination Date, Landlord may at its option and in its sole discretion, declare this termination option void and of no further force or effect.

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the a one-time option right to terminate this Lease (the “Termination Option”), by notice to Landlord (the “Early Termination Notice”) given no earlier than June 1, 2011 and no later than July 31, 2012, which termination shall, subject to terminate the provisions of this LeaseArticle 33, be effective as of the last day of the sixtieth (60th) full calendar month of the Term on June 30, 2013 (the “Termination Date”), by providing provided that (i) this Lease shall be in full force and effect and no Material Default shall have occurred and be continuing on the date of Tenant’s giving of the Early Termination Notice and on the Termination Date, and (b) together with the Early Termination Notice, Tenant shall pay to Landlord with written notice the sum of such Termination Option election Three Million Five Hundred Thousand and 00/100 Dollars ($3,500,000.00) (the “Termination NoticePayment”). Such Time shall be of the essence as to the giving of the Early Termination Notice by Tenant, and if Tenant fails to timely give the Early Termination Notice, Tenant shall be effective only have no further rights under this Article 33 to exercise the Early Termination Option or otherwise to terminate this Lease prior to the Expiration Date. In the event that Tenant shall timely give the Termination Notice and shall otherwise comply with the conditions set forth in this Article 33 to the exercise of the Termination Option, including the making of the Termination Payment, this Lease and the Term shall expire and come to an end on the Termination Date with the same effect as if it is given such date were the Expiration Date, and Tenant shall remain liable to Landlord at least nine (9) full calendar months pay all Fixed Rent and Additional Rent due and payable, and to perform any and all other obligations of Tenant accruing under this Lease on or prior to the Termination Date. On the Termination Date (termination, Tenant shall vacate and deliver possession of the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice Premises to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, as provided in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination DateArticle 20.

Termination Option. Notwithstanding anything to the contrary contained Tenant may at its option terminate this Lease in this Lease, Tenant shall have the one-time option its entirety (the “"Termination Option”") to terminate this Lease, effective as of the last day of the sixtieth seventh (60th7th) full calendar month of the Term Lease Year (the “"Early Termination Date”), ") by providing Landlord with delivering written notice of such Termination Option election its intent to terminate this Lease (the “"Termination Notice”). Such Termination Notice shall be effective only if it is given ") to Landlord at least nine on or before the date twelve (912) full calendar months prior to the Early Termination Date accompanied by payment of one-half (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to 1/2) of the Termination Notice Deadline, this Termination Option shall expire and be Fee (defined below). The other one-half (1/2) of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” Fee shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate to Landlord on the earlier to occur of Tenant's vacation of the damages which would Premises or the Early Termination Date. If Tenant fails to timely deliver its Termination Notice and pay the initial one-half (1/2) of the Termination Fee, Tenant will be incurred deemed to have waived such Termination Option. If (i) there are any uncured defaults by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time as of the delivery of date Tenant delivers the Termination Notice or as of the Early Termination Date, or (ii) Tenant's exercise of its expansion and/or right of first refusal rights under this Appendix F or any other expansion of the Premises has resulted in the "Premises" under this Lease totalling more than 152,331 Rentable Square Feet in Buildings 6, 7, 8 and 9 as of the Early Termination Date, the Termination Option shall be void, and the Lease shall remain in effect. If Tenant properly exercises its Termination Option, this Lease shall terminate as of the Early Termination Date, with all remaining obligations of the parties thereupon extinguished in full. In the event the Premises consists of Building 8 only as of the Early Termination Date, the "Termination Fee" shall equal $2,290,000.00. In the event the Premises has expanded beyond Building 8 as of the Early Termination Date, whether pursuant to this Appendix F or otherwise, then the Termination Fee as aforesaid shall increase by the following amounts: (a) the total aggregate amount of Landlord's Contribution for such expansion space, plus any other monetary concession granted to Tenant for such space under the terms of this Lease or otherwise (e.g., moving expenses, equipment allowances, rent credits, etc.), which would be unamortized as of the Early Termination Date, assuming that such total aggregate amount were to be fully amortized over the term of the Lease (as amended) applicable to the expansion space, using an interest rate of 10% per annum, plus (b) the difference between (i) the total amount of Base Rent which would have been due and payable by Tenant for such expansion space over the period from the term commencement date for such expansion space until the Early Termination Date, using the average Base Rent per square foot per year for such space from such expansion commencement date until the originally scheduled Termination Date of the Lease applicable to such expansion space, less (ii) the total amount of Base Rent actually paid by Tenant for such shorter period with respect to such expansion space, plus (c) the sum of the monthly installments of Base Rent and Operating Cost Share Rent which would have been payable in the first four (4) full calendar months following the Early Termination Date with respect to such expansion space. Any amendment to the Lease done in connection with expansion of the Premises shall contain a recalculation of the Termination Fee in accordance with the foregoing, provided that such recalculation shall be self-operative upon such expansion of the Premises, without regard to whether same is addressed in a Lease amendment. APPENDIX G FORM OF LETTER OF CREDIT [Letterhead of Financial Institution] IRREVOCABLE LETTER OF CREDIT No. _____________ _____________________, ____ CarrAmerica Realty, L.P. t/a Riata Corporate Park, as Landlord under the Lease referred to below ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Attn: Market Officer Gentlemen: 1. We hereby establish, at the request and for the account of Pervasive Software Inc. (the "Tenant"), in your favor as Landlord ("Landlord"), or any successor or assign of Landlord, under that certain Lease between Landlord and Tenant, dated as of ____________________, 1998 (the "Lease"), and Landlord's successors and assigns, our Irrevocable Letter of Credit No. ______, in the amount of U.S. $175,000.00 (the "Stated Amount"), as more fully set forth hereinafter, effective immediately and expiring at the close of banking business at our [office address of Financial Institution] office on _____________________ (the "Stated Expiration Date"). 2. Funds under this Letter of Credit are available to you against your sight draft(s) drawn on us, stating on its face: "Drawn under [Name of Financial Institution] Irrevocable Letter of Credit No. ______" and accompanied by your written, completed and executed certificate in the form attached hereto as Schedule 1 with appropriate insertions. Such draft(s) and certificate(s) shall be dated the date of presentation, which shall be made at any time during our business hours on a Business Day (as hereinafter defined) at our main office located at _________________________, _______, Texas (Attention: _________________), or at any other office of ours located in ________, Texas, that may be designated by us by written notice delivered to you. If we receive your draft(s) and certificate(s) at such office, we shall, by no later than 11:00 a.m., ________, Texas time, on the third Business Day following the date of such demand, make payment to you of the amount demanded. All payments hereunder shall be made in immediately available funds to the Landlord at the address set forth above in Austin, Texas. "Business Day" shall mean any day other than a Saturday, Sunday, or other day on which national banks in the city in which is located the office of the Landlord or [Name of Financial Institution] are authorized or required by law to close.

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant (1) The Lessee shall have the one-time option (the “Termination Option”) right to terminate this Leasethe lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), without assigning any reason whatsoever by providing Landlord with written notice to the Lessors of such Termination Option election its intent to so terminate of not less than sixty (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (960) full calendar months days prior to the Termination Date ("Termination Option") or compensation in lieu of such notice period. (2) In addition, in the “Termination Notice Deadline”); accordinglyevent of the Lessors committing a breach of any of the terms of this lease deed, or failing to fulfill any of their obligations under this lease deed, the Lessee shall be entitled to terminate this lease deed after giving a written notice of thirty (30) days, provided that the Lessee shall not be so entitled if the Lessors commence to remedy the breach before the expiry of the above mentioned notice period. (3) The Lessors shall be entitled to terminate this lease in the event the Lessee breaches any of the terms of this lease deed and/or defaults of payment of rent for two consecutive months, by giving the Lessee a written notice of thirty (30) days, provided that the Lessor shall not be entitled to so terminate if the Lessee commences to remedy the breach before the expiry of the above mentioned notice period. (4) In any of the above cases, if Tenant has not given its the Lessee or Lessor exercise their Termination Notice to Landlord prior to Option, this lease shall stand terminated effective as of the Termination Notice Deadline, this Termination Option shall expire Date and be of no further force or effect, effect and Tenant the Lessors shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after on the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant Date and upon the Lessee surrendering the Demised Premises as provided in Article 18 herein below refund to the provisions of this Special Stipulation NoLessee the Refundable Security Deposit and other moneys due by them to the Lessee. 4, in addition If the Lessors fail to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectivelyso refund, the “Termination Fee”) equal Lessors shall be liable to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an pay interest rate of nine thereon at 18 percent (9%) per annum over and the ninety-one (91) month term Lessee shall be entitled to retain possession of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissionsthe Demised Premises until such time, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Daterentals.

Termination Option. Notwithstanding anything (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the contrary contained Property, but in this Leaseany case, no later than sixty (60) days following the date of such occurrence, Tenant shall will have the one-time option to terminate this Lease by sending to Landlord a written notice (the a “Termination OptionNotice”) stating that Tenant desires to terminate this Lease, effective together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice date of such Termination Option election Notice (the including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination NoticeTrigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Such Termination Notice shall be effective only Notwithstanding the foregoing, if it is given to Landlord at least nine (9) full calendar months prior to the Current FMV of the Property as of the date the Termination Date (Trigger occurs is less than the “Termination Notice Deadline”); accordinglyLease Commencement FMV, if then Tenant has will not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no a right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice Deadlineis sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. As If, following Landlord’s delivery to Tenant of a condition precedent Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, and the arbitration (A) is decided in favor of Tenant, then this Lease will terminate on such Termination Date, or (B) is decided in favor of Landlord, then this Lease will continue in full force and effect, as though the applicable Termination Notice had not been sent (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant due to such increase). In the event that any arbitration has not concluded on or before the applicable Termination Date, the following terms shall apply: (1) Tenant will pay all Rent amounts due after such Termination Date, through and including the date on which the arbitration concludes, into an escrow account; (2) if the arbitration is decided in favor of Tenant, then, on the date which is fifteen (15) days following the date on which the arbitration decision is rendered (the “Final Termination Date”), (a) this Lease will terminate, (b) the escrowed Rent amounts will be returned to Tenant, (c) Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, debt service payments and related fees paid by Tenant to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee Leasehold Mortgagee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined) (to the extent any such payments or fees are incurred solely on account of the indebtedness secured by the Leasehold Mortgage being repaid on or about the Final Termination Date instead of on the Termination Date (as set forth in the Termination Notice), incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%etc.) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over during the period commencing on the effective first day following the Termination Date and ending on the Final Termination Date (such period, the “Termination Extension Period”) and (d) Tenant will pay over to Landlord the aggregate amount of any rent amounts or other income collected from occupants of the Property during, and attributable to, the Termination Extension Period or any portion thereof; and (3) if the arbitration is decided in favor of Landlord, then (a) this Lease will continue in full force and effect, as though the applicable Termination Notice had not been sent, and, (b) within three (3) Business Days following the date of Tenant’s lease of such expansion space through on which the expiration date of Tenant’s lease of such expansion space. It arbitration decision is hereby acknowledged that any such amount required to rendered, the escrowed Rent amounts will be paid to Landlord (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant in connection with due to such early termination is not increase). Failure to send a penalty but a reasonable pre-estimate Dispute Notice within the thirty (30) day period following Landlord’s receipt of the damages which would Termination Notice will be incurred deemed an approval by Landlord as a result to terminate this Lease. (iii) Upon the affirmative or deemed approval of such early Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (which damages are impossible 60th) day following the date of delivery to calculate more preciselyLandlord of the Termination Notice (the “Termination Date”). (iv) and, in that regard, constitutes liquidated damages with respect On or prior to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, includingLandlord has the right, without limitationbut not the obligation, Additional Rent to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account both the value-add after the development or redevelopment and/or lease up thereof and any market fluctuations then in effect), less (B) Two Hundred Forty Million and 00/100 Dollars ($240,000,000.00), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that accrues the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property; provided, that, Tenant may, by delivery of a written notice to Landlord within ten (10) days following the date on which Landlord so declines to make the Added Improvement Value Payment, elect to rescind the applicable Termination Notice, following which this Lease will continue in full force and effect, as though such Termination Notice had not been sent. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Leasehereof. The rights granted cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant under this Special Stipulation No. 4 are personal and prior to the named TenantROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and in Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of any assignment the Property (a “ROFR Closing”), then, solely with respect to the period of this Lease or sublease by Tenanttime commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), this Termination Option the following provisions shall thenceforth be void apply: Landlord shall assume and agree to pay so much of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be effective only if Tenant is not allocable to Landlord by proration (based upon the number of days in a default (regardless of any notice and/or cure period) under the Lease, either at the time such calendar year on and after such date of the delivery of the Termination Notice ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the Termination Date.date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant

Termination Option. (a) Effective as of the date of this Amendment, Section 3 of the Seventh Amendment, as amended by Section 3 of the Eighth Amendment and Section 3 of the Ninth Amendment, shall be deleted from the Lease in its entirety and shall be of no further force or effect. (b) Notwithstanding anything to the contrary contained in this the Lease, from and after the date of this Amendment, Tenant and Landlord shall each have the one-time an option (the “Termination "Tennination Option”") to terminate this the Lease, effective as amended hereby, without payment of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”)any fee, premium or penalty, by providing Landlord the non-tenninating party with at least sixty (60) days prior written notice of such Termination Option election tennination, which notice shall specify the actual early termination date (the “"Termination Notice”Date"). Such Termination Notice Tenant shall be effective only if it is given remain liable for payment to Landlord at least nine (9) full calendar months of all rent and other sums due or accrued, and for the perfonnance and keeping of all the covenants, agreements and obligations under the Lease, as amended hereby, to be performed, paid and kept by Tenant prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant Tennination Date. Neither party shall have no right any rights, estates, liabilities or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after obligations under the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction CostsLease, as hereinafter definedamended hereby, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through accruing after the Termination Date, includingexcept those which, without limitation, Additional Rent that accrues pursuant to by the terms provisions of this the Lease, with all of such obligations surviving as amended hereby, expressly survive the early expiration or termination of this Leaseofthe Tenn, as extended hereby. The rights granted Tenant shall surrender and vacate the Premises and deliver possession thereof to Tenant under this Special Stipulation No. 4 are personal to Landlord on or before the named Tenant, and Termination Date in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) condition required under the Lease, either at the time as amended hereby, for surrender of the delivery Premises, and Landlord and Tenant shall enter into a written agreement reflecting the termination of the Termination Notice or Lease, as of amended hereby, 4834-9038-5720. I I 080791 3 upon the terms provided for herein, which agreement shall be executed within thi11y (JO) clays after the terminating party exercises the Termination DateOption.

Termination Option. Notwithstanding anything (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the contrary contained Property, but in this Leaseany case, no later than sixty (60) days following the date of such occurrence, Tenant shall will have the one-time option to terminate this Lease by sending to Landlord a written notice (the a “Termination OptionNotice”) stating that Tenant desires to terminate this Lease, effective together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice date of such Termination Option election Notice (the including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination NoticeTrigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Such Termination Notice shall be effective only Notwithstanding the foregoing, if it is given to Landlord at least nine (9) full calendar months prior to the Current FMV of the Property as of the date the Termination Date (Trigger occurs is less than the “Termination Notice Deadline”); accordinglyLease Commencement FMV, if then Tenant has will not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no a right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice Deadlineis sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. If, following Landlord’s delivery to Tenant of a Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease will terminate on such Termination Date. In the event that any arbitration has not concluded on or before the applicable Termination Date, (a) Tenant will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord in the event the arbitration is decided in favor of Landlord, or returned to Tenant in the event the arbitration is decided in favor of Tenant), and (b) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord to terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (60th) day following the date of delivery to Landlord of the Termination Notice (the “Termination Date”). (iv) On or prior to the Termination Date, Landlord has the right, but not the obligation, to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) $____________5, being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a condition precedent member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. 5 NTD: AIMCO to advise of the fair market value of the applicable Property at the time of lease commencement, with such number to be input in the space provided here. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms hereof. The cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant and prior to the ROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of the Property (a “ROFR Closing”), then, solely with respect to the period of time commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), the following provisions shall apply: Landlord shall assume and agree to pay so much of the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be allocable to Landlord by proration (based upon the number of days in such calendar year on and after such date of the ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its applicable Affiliate) by proration (based upon the number of days in such calendar year prior to the date of the ROFR Closing). Any Taxes which are payable in the calendar year in which a ROFR Closing occurs but are not due and payable at the time of such ROFR Closing and the portion of the Current Year Taxes not assumed by Landlord hereunder shall be credited to Landlord through a credit against the ROFR Purchase Price at the ROFR Closing reflected on the applicable closing statement. If the Current Year Taxes with respect to the Property have not been set as of the date thereof, the present tax rate and the most recent assessed valuation for the Property shall be used for the purposes of making the adjustments at such ROFR Closing under this paragraph and the Parties shall re-prorate within thirty (30) days following receipt of the actual final tax ▇▇▇▇. Notwithstanding any of the foregoing to the contrary, Tenant shall have the right to prosecute (with Landlord’s reasonable cooperation after the ROFR Closing, at no expense or liability to Landlord) and retain any recovery in connection with any tax appeals or contests with respect to taxes assessed against the Property for tax periods prior to the tax period that includes the ROFR Closing Date, provided such recovery action will not result in a deferral of taxes or reassessment against the Property that negatively affects Landlord. (ix) If a lender or third-party consent is required in connection with the termination of this Lease pursuant to this Section 2, Tenant will bear the responsibility of obtaining such consent and Tenant will pay all costs incurred in connection therewith. The provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, Section 2 shall survive the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Termination Option. Notwithstanding anything to So long as no default defined in Section `14.1 has occurred before the contrary contained Notice Date defined in this LeaseSection and neither a default exists nor circumstances exists that would be a default after the giving of notice or the passage of time, or both, on the Termination Date defined in this Section, Tenant shall will have the one-time option (the “Termination Option”) right to terminate this Lease, effective Lease as of the last day of the sixtieth (60th) 90th full calendar month of the Lease Term (the “Termination Date”), ) by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord given at least nine (9) full calendar months prior to before the Termination Date (the “Termination Notice DeadlineDate”); accordingly, if Tenant has not given . Tenant’s notice will be accompanied by its Termination Notice payment of: (a) (i) the unamortized costs incurred by Landlord to Landlord prior to improve the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease Premises pursuant to the provisions TI Work; (ii) the unamortized amounts of this Special Stipulation Noabated Base Rent; (iii) the unamortized amount paid by Landlord pursuant to Article XVIII; and (iv) interest on the foregoing unamortized amounts at the rate of 8% per annum. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, The amortizations will be over the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14)Lease Term, plus (iib) the Base Rent due for the six months following the Termination Date. Landlord and Tenant will perform all unamortized Transaction Costs, as hereinafter defined, incurred of their obligations in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease up to and through including the Termination Date. On the Termination Date, including, without limitation, Additional Rent the rights and obligations of Landlord and Tenant that accrues pursuant to the have not accrued or do not survive this Lease by its terms of this Lease, with all of such obligations surviving the early termination of this Leaseor by law will cease. The rights granted to Tenant under this Special Stipulation No. 4 are termination option shall be personal to the original Tenant named herein, or a transferee which succeeds to such original Tenant’s interest herein pursuant to an Exempt Transfer as described in Section 9.1(c) hereof, and in the event of shall become null and void upon any other assignment or sublease of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Termination Option. Notwithstanding anything The “Termination Option” (as set forth in the Fourth Amendment) shall apply to Tenant’s rights with respect to the contrary contained New Expansion Space, provided, however, that Tenant (and any assignee of a Permitted Assignment or as permitted pursuant to Section 22(a)) shall have the option to either (a) terminate the Lease in this Leaseits entirety on the Termination Date (as defined in the Fourth Amendment), or (b) terminate the Lease in part on the Termination Date, as it relates to Tenant’s right to possess and occupy fifty percent (50%) of the first floor of the Project. The first floor of the Project is comprised of four quadrants, and Tenant’s right to partially terminate the Lease shall apply to two contiguous quadrants reasonably acceptable to Landlord (herein the “First Termination Space”). In addition to the foregoing, if Tenant elects to exercise its Termination Option with respect to the First Termination Space, then Tenant shall have the one-time option right to terminate the Lease with respect to the remaining fifty percent (50%) of the first floor of the Project (the “Second Termination OptionSpace”) to terminate this Lease, effective as of and collectively with the last day of the sixtieth (60th) full calendar month of the Term (First Termination Space, the “Termination DateSpace”), by providing Landlord with written notice ) on the anniversary of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months prior to the Termination Date (the “Second Termination Notice DeadlineDate”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be . The definition of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”” (as set forth in the Fourth Amendment) equal is hereby amended to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14)include within such amount, plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease portions of the New Expansion Space TIA and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees brokerage commissions paid or incurred by Landlord in connection with this the Sixth Lease and any future amendment whereby Tenant Amendment. If the Lease is leasing terminated in its entirety, such additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs amount will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required equal to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or $39,960.00 as of the Termination Date. In the event the Lease is only partially terminated as provided in this Section 8, the Termination Fee shall be reduced by the amount attributable to the portion of the Premises that Tenant continues to occupy. Landlord and Tenant acknowledge and agree that notwithstanding Section 19 (i) of the Fourth Amendment, if the Lease is assigned or sublet in accordance with Section 22 of the Lease, then Tenant shall have the right to exercise its Termination Option (as modified herein).

Termination Option. Notwithstanding anything to In the contrary contained in this Leaseevent of a Guarantor Change of Control, Tenant Purchaser shall have the one-time option (the “Termination Option”) to terminate this Lease, effective as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with deliver written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given thereof to Landlord at least nine (9) full calendar months Sellers’ Representative no later than 30 days prior to the Termination Date closing of such Guarantor Change of Control. Within 15 days after Sellers’ Representative receives such written notice, Sellers’ Representative or Purchaser may irrevocably elect by written notice delivered to the other party to require Purchaser, at the closing of such Guarantor Change of Control, to pay Sellers’ Representative (to be distributed to Group A Sellers in accordance with their Group A Pro Rata Shares) (i) the “Termination Notice Deadline”); accordingly, remaining amount of the Deferred Payment Holdback Amount (other than the Indemnity Holdback Amount) and (ii) if Tenant no Contingent Consideration has not given its Termination Notice been paid pursuant to Landlord Section 1.06 prior to the Termination Notice Deadline, this Termination Option shall expire and be closing of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination such Guarantor Change of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination NoticeControl, an amount as a termination fee (collectivelyequal to [****], the “Termination FeeAmount”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14); provided, plus (ii) all unamortized Transaction Costshowever, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances that if either Sellers’ Representative or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion spacePurchaser makes such written election, the Transaction Costs will payment of the Termination Amount shall be amortized over conditioned upon the period commencing on the effective date of Tenant’s lease closing of such expansion space through the expiration date Guarantor Change of Tenant’s lease of such expansion spaceControl. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate Upon payment of the damages which would be incurred by Landlord as a result of such early termination of Termination Amount, Purchaser shall not have any further obligation to pay the Deferred Payment Holdback Amount (other than the Indemnity Holdback Amount) or Contingent Consideration under this Lease Agreement or otherwise (which damages are impossible to calculate more precisely) and, in it being understood that regard, constitutes liquidated damages with respect to such loss. Tenant the Indemnity Holdback Amount shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, paid in accordance with all of such obligations surviving the early termination of this LeaseSection 1.04). The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default [****]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (regardless of any notice and/or cure periodI) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED]

Termination Option. Notwithstanding anything The period of time between the date hereof and 4:00 p.m. on September 17, 2000 is hereinafter referred to as the contrary contained "Inspection Period." Buyer, in this Leaseits sole discretion, Tenant shall have the one-time option (the “Termination Option”) may elect to terminate this LeaseAgreement, effective as for any reason or no reason, by giving notice of such election to Seller on any day prior to and including the last final day of the sixtieth Inspection Period (60th) full calendar month time being of the Term (essence of the “Termination Date”giving of such notice), in which event, except as expressly set forth herein, neither Seller nor Buyer shall have any further liability or obligation to the other hereunder. If such termination by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine (9) full calendar months Buyer occurs on or prior to the Termination Date date which is twenty (20) days after the “Termination Notice Deadline”)date of this Agreement, then the Initial Deposit shall be returned to Buyer; accordinglyhowever, if Tenant has such termination occurs after said twenty (20) day period, then the Initial Deposit shall be nonrefundable and shall be retained by Seller as it's own property, free and clear of any rights or claims of Buyer. If Buyer does not given its Termination Notice elect to Landlord prior terminate this Agreement, then by not later than the expiration of the Inspection Period, Buyer shall deliver the Additional Deposit to Escrow Agent. If Buyer timely delivers the Termination Notice DeadlineAdditional Deposit to Escrow Agent, as aforesaid, the delivery of the Additional Deposit shall be considered an election by Buyer not to terminate this Termination Option Agreement, and all of the conditions of this Section 4.3 shall expire be considered satisfied and the Buyer's termination option under this Section 4.3 shall be null and void and of no further force or effect, and Tenant this Agreement and the obligations of the parties shall have no right or option remain in full force and effect. Without limiting the foregoing, if Buyer fails to deliver the Additional Deposit by not later than the expiration of the Inspection Period, then such failure shall be considered to be an election by Buyer to terminate this Lease pursuant to this Special Stipulation No. 4 at Agreement, in which event the Initial Deposit shall be nonrefundable and shall be retained by Seller as its own property, free and clear of any time after the Termination Notice Deadline. As a condition precedent to rights or claims of Buyer, and except as expressly set forth herein, neither Seller nor Buyer shall have any termination of this Lease pursuant further liability or obligation to the provisions of other hereunder. Except as set forth in this Special Stipulation No. Article 4, in addition to Tenant’s delivery there are and shall be no conditions or contingencies, of its Termination Noticeany kind whatsoever, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum obligation of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over Buyer to purchase the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination DateProperty, including, without limitation, Additional Rent that accrues pursuant any contingencies relating to the terms obtaining of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease financing by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination DateBuyer.

Termination Option. Notwithstanding anything Tenant shall be entitled to terminate the Lease with respect to the contrary contained in this Lease767 Premises (but only with respect to all of the 767 Premises) at any time after the tenth (10th) anniversary of the 767 Commencement Date; provided that, Tenant shall have (a) provides Landlord with no less than twelve (12) months’ prior written notice and (b) pays (on or before the one-time option (the “Termination Option”effective date of such termination) to terminate this Lease, effective Landlord a termination fee equal to the unamortized (as of the last day termination date) amounts (calculated by amortizing the applicable amounts described in clauses (m) and (n) below on a straight-line basis commencing on the 767 Commencement Date, and continuing thereafter until June 30, 2029) of (m) the sixtieth 767 TI Allowance and (60thn) full calendar month of any commission payable to Tenant’s Broker (as defined below) in connection with this Sixteenth Amendment for the Term (767 Premises. If Tenant timely exercises its option to terminate the “Termination Date”)Lease with respect to the 767 Premises and pays Landlord the applicable termination fee, by providing Landlord with written notice of such Termination Option election (then Tenant shall surrender the “Termination Notice”). Such Termination Notice shall be effective only if it is given 767 Premises to Landlord at least nine on the applicable surrender date in the condition required by the Lease for surrendering Premises upon the expiration or earlier termination thereof. From and after the date on which Tenant actually surrenders the 767 Premises in the condition required by the Lease for surrendering Premises, (9x) full calendar months prior the Lease (with respect to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option 767 Premises only) shall expire terminate and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or effect as of the Termination Datetermination date, except for those provisions that expressly survive the expiration or earlier termination thereof (including Landlord’s rights to any unpaid balance of Tenant), (y) the term “Premises” as used in the Lease shall no longer include the 767 Premises and (z) Tenant’s Pro Rata Share shall be adjusted accordingly.

Termination Option. Notwithstanding anything (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the contrary contained Property, but in this Leaseany case, no later than sixty (60) days following the date of such occurrence, Tenant shall will have the one-time option to terminate this Lease by sending to Landlord a written notice (the a “Termination OptionNotice”) stating that Tenant desires to terminate this Lease, effective together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice date of such Termination Option election Notice (the including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination NoticeTrigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Such Termination Notice shall be effective only Notwithstanding the foregoing, if it is given to Landlord at least nine (9) full calendar months prior to the Current FMV of the Property as of the date the Termination Date (Trigger occurs is less than the “Termination Notice Deadline”); accordinglyLease Commencement FMV, if then Tenant has will not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no a right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice Deadlineis sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. As If, following Landlord’s delivery to Tenant of a condition precedent Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, and the arbitration (A) is decided in favor of Tenant, then this Lease will terminate on such Termination Date, or (B) is decided in favor of Landlord, then this Lease will continue in full force and effect, as though the applicable Termination Notice had not been sent (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant due to such increase). In the event that any arbitration has not concluded on or before the applicable Termination Date, the following terms shall apply: (1) Tenant will pay all Rent amounts due after such Termination Date, through and including the date on which the arbitration concludes, into an escrow account; (2) if the arbitration is decided in favor of Tenant, then, on the date which is fifteen (15) days following the date on which the arbitration decision is rendered (the “Final Termination Date”), (a) this Lease will terminate, (b) the escrowed Rent amounts will be returned to Tenant, (c) Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, debt service payments and related fees paid by Tenant to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee Leasehold Mortgagee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined) (to the extent any such payments or fees are incurred solely on account of the indebtedness secured by the Leasehold Mortgage being repaid on or about the Final Termination Date instead of on the Termination Date (as set forth in the Termination Notice), incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%etc.) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over during the period commencing on the effective first day following the Termination Date and ending on the Final Termination Date (such period, the “Termination Extension Period”) and (d) Tenant will pay over to Landlord the aggregate amount of any rent amounts or other income collected from occupants of the Property during, and attributable to, the Termination Extension Period or any portion thereof; and (3) if the arbitration is decided in favor of Landlord, then (a) this Lease will continue in full force and effect, as though the applicable Termination Notice had not been sent, and, (b) within three (3) Business Days following the date of Tenant’s lease of such expansion space through on which the expiration date of Tenant’s lease of such expansion space. It arbitration decision is hereby acknowledged that any such amount required to rendered, the escrowed Rent amounts will be paid to Landlord (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant in connection with due to such early termination is not increase). Failure to send a penalty but a reasonable pre-estimate Dispute Notice within the thirty (30) day period following Landlord’s receipt of the damages which would Termination Notice will be incurred deemed an approval by Landlord as a result to terminate this Lease. (iii) Upon the affirmative or deemed approval of such early Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (which damages are impossible 60th) day following the date of delivery to calculate more preciselyLandlord of the Termination Notice (the “Termination Date”). (iv) and, in that regard, constitutes liquidated damages with respect On or prior to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, includingLandlord has the right, without limitationbut not the obligation, Additional Rent to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account both the value-add after the development or redevelopment and/or lease up thereof and any market fluctuations then in effect), less (B) Sixty Million Nine Hundred Twelve Thousand Three Hundred Sixty-Five and 00/100 Dollars ($60,912,365.00), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that accrues the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property; provided, that, Tenant may, by delivery of a written notice to Landlord within ten (10) days following the date on which Landlord so declines to make the Added Improvement Value Payment, elect to rescind the applicable Termination Notice, following which this Lease will continue in full force and effect, as though such Termination Notice had not been sent. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Leasehereof. The rights granted cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant under this Special Stipulation No. 4 are personal and prior to the named TenantROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and in Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of any assignment the Property (a “ROFR Closing”), then, solely with respect to the period of this Lease or sublease by Tenanttime commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), this Termination Option the following provisions shall thenceforth be void apply: Landlord shall assume and agree to pay so much of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be effective only if Tenant is not allocable to Landlord by proration (based upon the number of days in a default (regardless of any notice and/or cure period) under the Lease, either at the time such calendar year on and after such date of the delivery of the Termination Notice ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the Termination Date.date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Ye

Termination Option. Notwithstanding anything (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the contrary contained Property, but in this Leaseany case, no later than sixty (60) days following the date of such occurrence, Tenant shall will have the one-time option to terminate this Lease by sending to Landlord a written notice (the a “Termination OptionNotice”) stating that Tenant desires to terminate this Lease, effective together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice date of such Termination Option election Notice (the including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination NoticeTrigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Such Termination Notice shall be effective only Notwithstanding the foregoing, if it is given to Landlord at least nine (9) full calendar months prior to the Current FMV of the Property as of the date the Termination Date (Trigger occurs is less than the “Termination Notice Deadline”); accordinglyLease Commencement FMV, if then Tenant has will not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no a right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice Deadlineis sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. As If, following Landlord’s delivery to Tenant of a condition precedent Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, and the arbitration (A) is decided in favor of Tenant, then this Lease will terminate on such Termination Date, or (B) is decided in favor of Landlord, then this Lease will continue in full force and effect, as though the applicable Termination Notice had not been sent (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant due to such increase). In the event that any arbitration has not concluded on or before the applicable Termination Date, the following terms shall apply: (1) Tenant will pay all Rent amounts due after such Termination Date, through and including the date on which the arbitration concludes, into an escrow account; (2) if the arbitration is decided in favor of Tenant, then, on the date which is fifteen (15) days following the date on which the arbitration decision is rendered (the “Final Termination Date”), (a) this Lease will terminate, (b) the escrowed Rent amounts will be returned to Tenant, (c) Landlord will reimburse Tenant for all other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, debt service payments and related fees paid by Tenant to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee Leasehold Mortgagee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined) (to the extent any such payments or fees are incurred solely on account of the indebtedness secured by the Leasehold Mortgage being repaid on or about the Final Termination Date instead of on the Termination Date (as set forth in the Termination Notice), incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%etc.) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over during the period commencing on the effective first day following the Termination Date and ending on the Final Termination Date (such period, the “Termination Extension Period”) and (d) Tenant will pay over to Landlord the aggregate amount of any rent amounts or other income collected from occupants of the Property during, and attributable to, the Termination Extension Period or any portion thereof; and (3) if the arbitration is decided in favor of Landlord, then (a) this Lease will continue in full force and effect, as though the applicable Termination Notice had not been sent, and, (b) within three (3) Business Days following the date of Tenant’s lease of such expansion space through on which the expiration date of Tenant’s lease of such expansion space. It arbitration decision is hereby acknowledged that any such amount required to rendered, the escrowed Rent amounts will be paid to Landlord (provided, that if the Base Rent increased (in accordance with Section 3(a)(ii)) on the basis that Stabilization had occurred, and it is determined that Stabilization did not occur, then Tenant shall receive a rent credit for any overpayment of Base Rent by Tenant in connection with due to such early termination is not increase). Failure to send a penalty but a reasonable pre-estimate Dispute Notice within the thirty (30) day period following Landlord’s receipt of the damages which would Termination Notice will be incurred deemed an approval by Landlord as a result to terminate this Lease. (iii) Upon the affirmative or deemed approval of such early Landlord to terminate this Lease, the Parties will mutually collaborate to effect the termination of this Lease Lease, which termination will be effective on the last day of the month in which occurs the sixtieth (which damages are impossible 60th) day following the date of delivery to calculate more preciselyLandlord of the Termination Notice (the “Termination Date”). (iv) and, in that regard, constitutes liquidated damages with respect On or prior to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, includingLandlord has the right, without limitationbut not the obligation, Additional Rent to pay Tenant the Added Improvement Value Payment (as defined below) for this Lease. The “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account both the value-add after the development or redevelopment and/or lease up thereof and any market fluctuations then in effect), less (B) Eighty-Nine Million and 00/100 Dollars ($89,000,000.00), being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Lease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the Third Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in accordance herewith shall be deemed for all purposes to constitute acceptance of the other Appraiser’s timely designation of the Current FMV. The Parties agree that accrues the fees and expenses of each of the first and second Appraiser shall be borne by the Party who appointed such Appraiser, and the fees and expenses of the Third Appraiser shall be paid by the Party whose Appraiser’s designation is not chosen by the Third Appraiser. (v) If Landlord declines to pay Tenant the Added Improvement Value Payment hereunder, then this Lease will terminate and Tenant will have the right to cause a forced sale of Landlord’s fee interest in the Property; provided, that, Tenant may, by delivery of a written notice to Landlord within ten (10) days following the date on which Landlord so declines to make the Added Improvement Value Payment, elect to rescind the applicable Termination Notice, following which this Lease will continue in full force and effect, as though such Termination Notice had not been sent. Any proceeds received from such forced sale will be paid first to Landlord, in an amount equal to the Lease Commencement FMV, and then any proceeds remaining thereafter will be paid to Tenant. In connection with any forced sale, Tenant will manage the process thereof, determine the sale price of the Property (which will be an arms’-length third party sale that maximizes the value of the Property) and negotiate the terms of the sale documentation, using the form of purchase and sale agreement attached hereto as Schedule 2). Notwithstanding the foregoing, Tenant may be the purchaser of the Property at the forced sale, provided that in such event, Tenant shall pay a purchase price equal to the Lease Commencement FMV at such sale; and provided further, that, for the period of time commencing on the date of such sale and expiring on the one (1) year anniversary thereof, in the event Tenant subsequently intends to sell the Property pursuant to an offer received from a third party, for a gross purchase price that is less than the sum of (1) the Added Improvement Value Payment and (2) the Lease Commencement FMV, that Tenant is willing to accept (an “Offer”), then Landlord shall have a right of first refusal (a “ROFR”) with respect to any such sale of the Property. (vi) In the event Tenant receives an Offer, Tenant will send Landlord a written notice (a “ROFR Notice”) detailing the material terms of the Offer (including purchase price and closing date), upon receipt of which Landlord will have thirty (30) days to accept or reject such Offer (or such shorter time as such Offer may permit) by delivering to Tenant written notice of the same. If Landlord timely delivers a written notice to Tenant that it intends to exercise its ROFR and proceed with the acquisition of the Property (an “Acceptance Notice”), Landlord will pay Tenant the purchase price set forth in the Offer (the “ROFR Purchase Price”), and the Parties will close on such ROFR pursuant to a purchase and sale agreement, which shall be in the form attached hereto as Schedule 2, as modified to reflect the terms of the Offer. To the extent any closing mechanics applicable to the sale of the ROFR Property are not set forth in the Offer, the Parties shall apply the closing mechanics set forth in paragraph (vii) below. If Landlord expressly declines to exercise its ROFR or otherwise fails to timely exercise its ROFR, Tenant may proceed with the transfer of the Property with the third party making the Offer on substantially the same terms as those set forth therein. If the transfer to such third party has not been consummated on all such terms within one hundred eighty (180) days of Landlord so declining (or having been deemed to so decline) to exercise its ROFR, the ROFR will be reinstated in accordance with the terms hereof. (vii) In the event Landlord exercises its ROFR and the Parties proceed to a sale of the Property, Landlord shall be required to make an ▇▇▇▇▇▇▇ money deposit (the “ROFR Deposit”) in an amount equivalent to three percent (3%) of the ROFR Purchase Price. The ROFR Deposit shall be delivered within five (5) Business Days following the delivery of the Acceptance Notice, by transfer of immediately available funds to a national title insurance company reasonably acceptable to Tenant, who shall perform the services of escrow agent for the closing of the Property. The ROFR Deposit shall be nonrefundable to Landlord (except in the event of a material default of Tenant in performing its closing obligations pursuant to the purchase and sale agreement for the transaction). The closing shall take place on the date set forth in the ROFR Notice (or on such earlier date as the Parties may mutually agree) (the “ROFR Closing Date”) and shall be completed through a customary closing escrow or held at the principal office of Tenant or such other location as the Parties shall agree upon at least five (5) Business Days prior to the ROFR Closing Date. The ROFR Purchase Price shall be paid in immediately available funds and Tenant shall convey good and marketable title (or other valid interests held by Tenant) in the subject ROFR Property to Landlord or its designee free and clear of all liens and encumbrances. If required by Landlord, all contracts and agreements between Tenant and any of its Affiliates in respect of the Property shall be terminated effective as of the ROFR Closing Date. Each Party agrees to cooperate and to take all actions and execute all documents reasonably necessary or appropriate to reflect the acquisition of the Property by Landlord (or its designee) pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Leasehereof. The rights granted cost of any title insurance policy endorsements desired by Landlord shall be paid by Landlord. All other costs shall be borne by the Party who customarily bears such costs in the city and state in which the Property is located. Any risk of casualty, condemnation or loss following the date that the Acceptance Notice is delivered to Tenant under this Special Stipulation No. 4 are personal and prior to the named TenantROFR Closing Date shall be borne by Landlord, who shall succeed to all rights to insurance proceeds (other than loss of rent proceeds allocable to any period prior to the ROFR Closing Date) or condemnation awards. If the Parties fail to consummate the sale of the Property in accordance with the terms hereof within one hundred eighty days (180) of the date of the ROFR Notice, then Landlord shall no longer have a ROFR with respect to the Property and in Tenant may proceed to sell, or cause the sale, of the Property to a third party (subject to the terms hereof). (viii) In the event Landlord exercises its ROFR and proceeds to the acquisition of any assignment the Property (a “ROFR Closing”), then, solely with respect to the period of this Lease or sublease by Tenanttime commencing on the date on which Tenant acquired the Property pursuant to paragraph (v) above (the “Applicable Tax Period”), this Termination Option the following provisions shall thenceforth be void apply: Landlord shall assume and agree to pay so much of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 the real estate taxes and other taxes in respect of the Property assessed for and first becoming a lien during the calendar year in which such ROFR Closing occurs (the “Current Year Taxes”) as shall be effective only if Tenant is not allocable to Landlord by proration (based upon the number of days in a default (regardless of any notice and/or cure period) under the Lease, either at the time such calendar year on and after such date of the delivery of the Termination Notice ROFR Closing). Tenant shall pay or cause to be paid (i) all delinquent real estate taxes as of the Termination Date.date of the ROFR Closing (to the extent incurred during the Applicable Tax Period) and (ii) so much of the Current Year Taxes as shall be allocable to Tenant (or its

Termination Option. Notwithstanding anything to (a) Provided Tenant is not then in default of its obligations hereunder beyond the contrary contained in this Leaseexpiration of applicable notice and grace periods provided for herein for the cure thereof, Tenant shall have the one-one time option right to cancel this Lease with respect to only the Additional Premises as of April 30, 2007 (the “Termination Option”"Cancellation Date") to terminate this Leaseby notifying Landlord, effective as of the last day of the sixtieth (60th) full calendar month of the Term in writing (the “Termination Date”"Cancellation Notice"), by providing Landlord with written notice of such Termination Option election (the “Termination Notice”). Such Termination Notice shall be effective only if it is given to Landlord at least nine six (96) full calendar months prior to the Termination Cancellation Date of Tenant's intent to exercise this cancellation option and by delivering and paying to Landlord, together with its delivery of the Cancellation Notice, a bank or certified check in the amount of the Cancellation Fee (the “Termination Notice Deadline”as hereinafter described); accordingly. The Cancellation Fee shall mean, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination for purposes of this Lease pursuant to the provisions of this Special Stipulation No. 4Article, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five three months of the Fixed Rent and 14/100Dollars ($90,325.14)Additional Rent which would otherwise be due under this Lease as of the Cancellation Date, plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred brokerage commissions in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate the amount of nine percent $22,862.07. (9%b) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid Upon satisfaction by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of each and all of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, above conditions including, without limitation, the timely payment of the Cancellation Fee, and upon the Additional Rent Premises having been surrendered to Landlord and vacated by Tenant on or before the Cancellation Date as if that accrues pursuant to date were the terms of Expiration Date under this Lease, this Lease with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal respect to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 Additional Premises only shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or deemed canceled and terminated as of the Termination Cancellation Date. Time is of the essence with respect to all time periods referenced in this Article. In the event that Tenant shall fail to fully and timely comply with each of the conditions herein contained, Tenant will be deemed to have waived all of its rights contained in this Article. (c) This cancellation option is personal to Hirsch International Corp., ▇▇▇ ▇▇y not be transferred by operation of law or otherwise, except in connection with a transaction in which (i) Tenant sells or assigns all or substantially all of its assets to another corporation or entity or (ii) Tenant consolidates or merges its business with such other corporation or entity.

Termination Option. Notwithstanding anything to the contrary contained in this Lease, Tenant shall have the one-time option (the “Termination Option”) to terminate this Lease, the Lease effective as of the last day of the sixtieth seventy-second (60th72nd) full calendar month of the Term (the “Termination Date”), by providing ) upon the following terms and provisions: A. Tenant gives Landlord with written notice of such Termination Option election (the “Termination Notice”). Such ) of Tenant’s exercise of the Termination Option, provided, however, the Termination Notice shall not be effective only if it is given to unless (i) received by Landlord at least nine (9) full calendar months prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effectDate, and Tenant shall have no right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as (ii) a termination fee in the amount of [***] Dollars (collectively, the $[***]) (“Termination Fee”) equal is wire transferred to Landlord on or before the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred Termination Notice is given to Landlord. The Termination Fee shall be earned by Landlord for upon receipt and shall not be refundable under any other expansion space leased by Tenantcircumstances. B. No default in the payment of Rent and no material Event of Default has occurred and is continuing, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing either on the effective date of Tenant’s lease of such expansion space through Tenant delivers the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that Termination Notice or at any such amount required time prior to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date. C. Tenant has not exercised the Expansion Option. D. Tenant shall remain obligated to perform each and every term, covenant, condition and agreement to be performed by Tenant under this Lease, including, without limitation, Additional the obligation of the Tenant to pay all Rent that accrues pursuant to and other payments which are the terms obligation of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of through and including the Termination Date. E. The Termination Option herein granted shall automatically terminate upon the earliest to occur of (i) the expiration or termination of the Lease, (ii) the termination of Tenant’s right to possession of the Premises, (iii) any assignment or subletting by Tenant other than a Permitted Transfer, (iv) the exercise of the Expansion Option, or (v) the failure of Tenant to timely or properly exercise the Termination Option.

Termination Option. Notwithstanding anything to the contrary contained in this the Lease, Tenant shall have the one-time option right to terminate the Lease, but only with respect to the Seventh Additional Vivarium Premises (and no less than all of the Seventh Additional Vivarium Premises), by providing written notice (the “Seventh Additional Vivarium Termination OptionNotice”) to terminate this Lease, effective as of the last day of the sixtieth Landlord at least sixty (60th60) full calendar month of the Term days prior to Tenant’s desired termination date (the “Seventh Additional Vivarium Termination Date”), by providing Landlord with written notice of such which Seventh Additional Vivarium Termination Option election (Date shall be set forth in the “Seventh Additional Vivarium Termination Notice”). Such Subject to (a) Landlord’s timely receipt of the Seventh Additional Vivarium Termination Notice shall be effective only if it is given to Landlord at least nine and (9b) full calendar months prior Tenant surrendering the Seventh Additional Vivarium Premises in the condition required under the Lease (including, without limitation, Section 18.2 and Article 26 of the Lease), then, as of the Seventh Additional Vivarium Termination Date, the Lease with respect to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option Seventh Additional Vivarium Premises only shall expire terminate and be of no further force or effect, and Landlord and Tenant shall have no be relieved of their respective obligations under the Lease with respect to the Seventh Additional Vivarium Premises only from and after the Seventh Additional Vivarium Termination Date, except with respect to those obligations set forth in the Lease that expressly survive the expiration or earlier termination thereof, including payment by Tenant of all amounts owed by Tenant pursuant to the Lease with respect to the Seventh Additional Vivarium Premises for the period up to and including the Seventh Additional Vivarium Termination Date. The termination right or option granted to terminate this Lease Tenant pursuant to this Special Stipulation No. 4 at any time after the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five Section shall automatically terminate and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction Costs, as hereinafter defined, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, including, without limitation, Additional Rent that accrues pursuant to the terms of this Lease, with all of such obligations surviving the early termination of this Lease. The rights granted to Tenant under this Special Stipulation No. 4 are personal to the named Tenant, and in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. effect in the event that (y) Tenant assigns, subleases or otherwise Transfers the Seventh Additional Vivarium Premises or any portion thereof to other entities or persons, other than in connection with an Exempt Transfer (or in connection with any sublease approved by Landlord pursuant to Article 29 of the Lease), or (z) Tenant’s rights under right to possession of the Seventh Additional Vivarium Premises has previously been terminated. The termination right granted to Tenant pursuant to this Special Stipulation No. 4 shall Section is personal to Omeros Corporation, a Washington corporation (“Omeros”) and any Permitted Transferees of Omeros, and may not be effective only if Tenant is not exercised by any other assignee, sublessee or transferee of Tenant’s or a Permitted Transferee’s interest in a default (regardless of any notice and/or cure period) under the Lease, either at the time of the delivery of the Termination Notice or as of the Termination Date.

Termination Option. Notwithstanding anything (i) From and after the occurrence of a Termination Trigger (as defined below) with respect to the contrary contained Property, but in this Leaseany case, no later than sixty (60) days following the date of such occurrence, Tenant shall will have the one-time option to terminate this Lease by sending to Landlord a written notice (the a “Termination OptionNotice”) stating that Tenant desires to terminate this Lease, effective together with reasonable documentation evidencing that a Termination Trigger has occurred and is continuing as of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”), by providing Landlord with written notice date of such Termination Option election Notice (the including, without limitation, copies of paid invoices, lien releases (in statutory form, if applicable) and a rent roll). A “Termination NoticeTrigger” will have occurred when the development or redevelopment of the Property has been substantially completed (if applicable) and the Property has reached at least ninety-five percent (95%) occupancy for a minimum period of twelve (12) consecutive months (“Stabilization”). Such Termination Notice shall be effective only Notwithstanding the foregoing, if it is given to Landlord at least nine (9) full calendar months prior to the Current FMV of the Property as of the date the Termination Date (Trigger occurs is less than the “Termination Notice Deadline”); accordinglyLease Commencement FMV, if then Tenant has will not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant shall have no a right or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after Section 2(b) and this Lease will continue in full force and effect, and in accordance with the terms hereof. (ii) In the event that Landlord disputes that a Termination Trigger has occurred or that such Termination Trigger is continuing as of the date the Termination Notice Deadlineis sent to Landlord, Landlord will send to Tenant a Dispute Notice (as defined in and pursuant to Section 26(b)) containing an explanation of such dispute within thirty (30) days following its receipt of the Termination Notice. As If, following Landlord’s delivery to Tenant of a condition precedent Dispute Notice, the Parties are unable to resolve the dispute within thirty (30) days thereafter, the Parties will proceed to arbitration to resolve such dispute, in accordance with the terms of Section 26; provided, however, that the Parties will endeavor to conclude any termination of such arbitration within thirty (30) days (e.g., the arbitrators will be selected within ten (10) days and the hearing will be held and the decision rendered within twenty (20) days thereafter) or, if possible, by the Termination Date (as defined below), and the decision rendered thereby will be final, binding and non-appealable. If any such arbitration concludes on or prior to the applicable Termination Date, this Lease pursuant to will terminate on such Termination Date. In the provisions of this Special Stipulation No. 4event that any arbitration has not concluded on or before the applicable Termination Date, in addition to Tenant’s delivery of its Termination Notice, (a) Tenant must have delivered will pay all rent amounts due after such date into an escrow account (which rent amounts will be paid over to Landlord with its Termination Noticein the event the arbitration is decided in favor of Landlord, an amount as a termination fee (collectively, or returned to Tenant in the “Termination Fee”) equal to event the sum arbitration is decided in favor of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14Tenant), plus and (iib) if the arbitration is decided in favor of Tenant, Landlord will reimburse Tenant for all unamortized Transaction Costs, as hereinafter defined, other expenses incurred in the ordinary course in connection with the Property (e.g., property management fees, repair and maintenance costs, taxes, assessments, etc.) from the first day following the Termination Date until and including the date on which this Lease and incurred actually terminates, which date will be fifteen (15) days following the date on which the arbitration decision is rendered. Failure to send a Dispute Notice within the thirty (30) day period following Landlord’s receipt of the Termination Notice will be deemed an approval by Landlord for any other expansion space leased by Tenantto terminate this Lease. (iii) Upon the affirmative or deemed approval of Landlord to terminate this Lease, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term Parties will mutually collaborate to effect the termination of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs which termination will be amortized over the period commencing effective on the effective last day of the month in which occurs the sixtieth (60th) day following the date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required delivery to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate Landlord of the damages which would be incurred by Landlord as a result of such early termination of this Lease Termination Notice (which damages are impossible the “Termination Date”). (iv) On or prior to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through the Termination Date, includingLandlord has the right, without limitationbut not the obligation, Additional Rent that accrues pursuant to pay Tenant the terms of this Lease, with all of such obligations surviving the early termination of Added Improvement Value Payment (as defined below) for this Lease. The rights granted “Added Improvement Value Payment” will be the amount calculated as of the Termination Date pursuant to Tenant the following formula: ninety-five percent (95%) of the resulting difference of (A) the Current FMV (as hereinafter defined) of the Property (taking into account the value-add after the development or redevelopment and/or lease up thereof), less (B) $____________5, being the fair market value of the Property immediately prior to the Commencement Date (the “Lease Commencement FMV”). As used herein, “Current FMV” means, as of any date of determination, the then-current fair market value of the Property, which shall be determined pursuant to the following procedures: Upon commencing discussions regarding the same, the Parties shall collaborate in an effort to mutually agree on the then-current fair market value of the Property. If the Parties do not reach mutual agreement within thirty (30) days of commencing such discussions, then within five (5) business days following the end of such thirty (30)-day period, each of the Parties will give notice to the other specifying the name and address of an appraiser; any such appraiser shall be an independent appraiser or valuation specialist or investment banker who is qualified to appraise property similar to the Property and is either a member of the Appraisal Institute (or any successor association or body of comparable standing if such Institute is not then in existence) or is a recognized valuation professional within the multifamily residential real estate industry, and has been actively engaged in the appraisal of multifamily residential properties for a period of not less than ten (10) years, immediately preceding its appointment under this Special Stipulation NoLease (any such appraiser, valuation specialist or investment banker meeting such standards shall be an “Appraiser”). 4 are personal The two Appraisers so chosen will meet within ten (10) days after notice of the selection of the second Appraiser and will endeavor to agree on the Current FMV. If, within fifteen (15) days after such notice, the two Appraisers do not agree unanimously on the Current FMV, the two Appraisers will together appoint a third Appraiser (the “Third Appraiser”). Within ten (10) days following the selection of the Third Appraiser, each of the first two Appraisers will submit his or her designation of the Current FMV to the named TenantThird Appraiser in writing; and, within five (5) days following the earlier of the expiration of such ten (10) day period and the date by which both designations have been submitted to the Third Appraiser, the Third Appraiser shall choose one of the designations presented, according to its determination of which such designation most comports with its assessment of the Current FMV (thereafter, such chosen designation being the Current FMV for all purposes hereunder). Any failure of an Appraiser to timely deliver its designation of the Current FMV in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 accordance herewith shall be effective only if Tenant is not in a default (regardless deemed for all purposes to constitute acceptance of any notice and/or cure period) under the Lease, either other Appraiser’s timely designation of the 5 NTD: AIMCO to advise of the fair market value of the applicable Property at the time of lease commencement, with such number to be input in the delivery of the Termination Notice or as of the Termination Datespace provided here.

Termination Option. Notwithstanding anything to the contrary contained in this the Lease, from and after October 26, 2018, Tenant and Landlord shall each have the one-time an option (the “"Termination Option”") to terminate this the Lease, effective as amended hereby, without payment of the last day of the sixtieth (60th) full calendar month of the Term (the “Termination Date”)any fee, premium or penalty, by providing Landlord the non-terminating party with at least ninety (90) days prior written notice of such Termination Option election termination, which notice shall specify the actual early termination date (the “"Termination Notice”Date"). Such Termination Notice Tenant shall be effective only if it is given remain liable for payment to Landlord at least nine (9) full calendar months ofall rent and other sums due or accrued, and for the performance and keeping of all the covenants, agreements and obligations under the Lease, as amended hereby, to be performed, paid and kept by Tenant prior to the Termination Date (the “Termination Notice Deadline”); accordingly, if Tenant has not given its Termination Notice to Landlord prior to the Termination Notice Deadline, this Termination Option shall expire and be of no further force or effect, and Tenant Date. Neither party shall have no right any rights, estates, liabilities or option to terminate this Lease pursuant to this Special Stipulation No. 4 at any time after obligations under the Termination Notice Deadline. As a condition precedent to any termination of this Lease pursuant to the provisions of this Special Stipulation No. 4, in addition to Tenant’s delivery of its Termination Notice, Tenant must have delivered to Landlord with its Termination Notice, an amount as a termination fee (collectively, the “Termination Fee”) equal to the sum of (i) Ninety Thousand Three Hundred Twenty-Five and 14/100Dollars ($90,325.14), plus (ii) all unamortized Transaction CostsLease, as hereinafter definedamended hereby, incurred in connection with this Lease and incurred by Landlord for any other expansion space leased by Tenant, all amortized using an interest rate of nine percent (9%) per annum over the ninety-one (91) month term of this Lease, and (iii) legal fees incurred by Landlord in connection with this Lease and any future amendment whereby Tenant is leasing additional space. “Transaction Costs” shall include generally, without limitation, any tenant improvement allowance, turnkey construction costs, leasing commissions, free rent and cash allowances or similar costs and expenses provided to Tenant or incurred by Landlord. With respect to any future expansion space, the Transaction Costs will be amortized over the period commencing on the effective date of Tenant’s lease of such expansion space through the expiration date of Tenant’s lease of such expansion space. It is hereby acknowledged that any such amount required to be paid by Tenant in connection with such early termination is not a penalty but a reasonable pre-estimate of the damages which would be incurred by Landlord as a result of such early termination of this Lease (which damages are impossible to calculate more precisely) and, in that regard, constitutes liquidated damages with respect to such loss. Tenant shall continue to be liable for its obligations under this Lease to and through accruing after the Termination Date, includingexcept those which, without limitation, Additional Rent that accrues pursuant to by the terms provisions of this the Lease, with all of such obligations surviving as amended hereby, expressly survive the early expiration or termination of this Leasethe Term, as extended hereby. The rights granted Tenant shall surrender and vacate the Premises and deliver possession thereof to Tenant under this Special Stipulation No. 4 are personal to Landlord on or before the named Tenant, and Termination Date in the event of any assignment of this Lease or sublease by Tenant, this Termination Option shall thenceforth be void and of no further force or effect. Tenant’s rights under this Special Stipulation No. 4 shall be effective only if Tenant is not in a default (regardless of any notice and/or cure period) condition required under the Lease, either at the time as amended hereby, for surrender of the delivery Premises, and, if requested by Landlord, Landlord and Tenant shall enter into a written agreement reflecting the termination of the Termination Notice or Lease, as of amended hereby, upon the terms provided for herein, which agreement shall be executed within thirty (30) days after the terminating party exercises the Termination Date.Option