Common use of Termination Option Clause in Contracts

Termination Option. Landlord and Tenant acknowledge that pursuant to the Omnivision Lease, Omnivision has an option (“Omnivision Extension Option”), exercisable by written notice to Landlord on or before September 30, 2008, to extend the Omnivision Lease for a period of three (3) years. If Omnivision exercises the Omnivision Extension Option, Landlord shall promptly so notify Tenant in writing (the “Omnivision Notice”) and Tenant shall have the option (“Termination Option”) to terminate this Lease effective as of June 30, 2009. In order to exercise the Termination Option, Tenant must provide Landlord with written notice (“Termination Notice”) of its exercise of the Termination Option on or before the later of (i) seventy-five (75) days after Landlord’s delivery of the Omnivision Notice, and (ii) December 31, 2008, and, at the time of Termination Notice, Tenant shall not be in default under this Lease after expiration of applicable notice and cure periods. If Omnivision exercises the Omnivision Extension Option and if Tenant does not exercise the Termination Option in a timely fashion, then notwithstanding anything to the contrary contained in this Lease, the Must Take Space shall not become a part of the Premises and Tenant shall have no right to use or purchase the Must Take Space Furniture and, upon request from Landlord, Landlord and Tenant shall execute an amendment to this Lease documenting that the Must Take Space shall not become a part of the Premises and modifying Tenant’s Proportionate Share, the Basic Rental and Tenant’s parking rights as a result.

Termination Option. Landlord and Tenant acknowledge that pursuant to the Omnivision Lease, Omnivision has an option (“Omnivision Extension Option”), exercisable by written notice to Landlord on or before September 30, 2008, to extend the Omnivision Lease for a period of three (3) years. If Omnivision exercises the Omnivision Extension Option, Landlord shall promptly so notify Tenant in writing (the “Omnivision Notice”) and Tenant shall have the option (“Termination Option”) may elect to terminate this Lease (the "Early Termination Option") effective as of June 30May 31, 2009. In order to exercise 2017 (the 'Early Termination OptionDate"), Tenant must provide by giving Landlord with prior written notice (“"Tenant's Early Termination Notice”") of its exercise of the Termination Option on or before August 31, 2016, provided that: (1) on or before the later Early Termination Date, Tenant has paid Landlord all amounts due and owing under the Lease; and (2) Tenant pays to Landlord concurrently with Tenant's Early Termination Notice a termination fee equal to (a) $24,009.00 (2 months of Basic Rent), plus (ib) seventy-five 2 months of Tenant's Share of Expenses for the Premises (75based on Landlord's reasonable estimate of such Expenses), and plus (c) days after Landlord’s delivery the unamortized portion of the Omnivision NoticeLandlord's leasing costs (including without limitation all leasing commission charges, the Abated Rent, and (ii) December 31the Allowance), 2008based on amortizing such costs with interest thereon at the rate of 6% per annum, and, in equal installments of interest and principal over the last 36 months of the initial Term. Tenant's right to exercise this Early Termination Option is conditioned on there being no uncured Event of Default at the time of exercise of the Early Termination Notice, Tenant shall not be in default under this Lease after expiration of applicable notice and cure periodsOption or on the Early Termination Date. If Omnivision exercises the Omnivision Extension Option and if Tenant does not exercise the this Early Termination Option in a is timely fashionexercised, then notwithstanding anything to the contrary contained in this Lease, the Must Take Space shall not become a part Tenant will deliver possession of the Premises to Landlord on the Early Termination Date in accordance with the terms of this Lease and all other terms will apply as if this Lease had expired according to its terms, including Tenant's Share of Expenses attributable to periods prior to the Early Termination Date at such time as such obligation is determined. If Tenant shall fails to timely give notice, then Tenant will be deemed to have no waived its right to use or purchase the Must Take Space Furniture and, upon request from Landlord, Landlord and Tenant shall execute an amendment terminate pursuant to this Lease documenting that Section. This Early Termination Option is personal to Tenant (and not to any assignee or subtenant) and may not be assigned, it being agreed such right is not appurtenant to the Must Take Space shall not become Premises or this Lease; upon a part Transfer of the Premises Lease by Tenant, this Section is null and modifying Tenant’s Proportionate Share, the Basic Rental and Tenant’s parking rights as a resultvoid.

Termination Option. Landlord Subject to Sections 2.2.1.6 and Tenant acknowledge that pursuant 10.1, if Lexicon has not generated and delivered the notice contemplated by Section 2.2.1.3 with respect to the Omnivision Leasefollowing percentages of the clones scheduled under the Development Plan to be delivered to TIGM by the relevant date set forth below, Omnivision has an option (“Omnivision Extension Option”), exercisable by written notice to Landlord on or before September 30, 2008, to extend the Omnivision Lease for a period of three (3) years. If Omnivision exercises the Omnivision Extension Option, Landlord shall promptly so notify Tenant in writing (the “Omnivision Notice”) and Tenant TIGM shall have the option right, by delivering notice to Lexicon within ten (“Termination Option”10) days of such date, to terminate this Lease effective the remaining obligations of Lexicon with respect to the generation and delivery to TIGM of the OmniBank II Library and receive a payment from Lexicon in the amount calculated as set forth herein. PERCENTAGE OF AGGREGATE NUMBER OF CLONES SCHEDULED UNDER THE DEVELOPMENT PLAN TO BE DELIVERED BY SUCH DATE FOR WHICH PERCENTAGE OF LEXICON HAS DELIVERED THE NOTICE POTENTIAL RECAPTURE DATE CONTEMPLATED BY SECTION 2.2.13 AMOUNT ------------------------------------ ------------------------------------------ ---------------------------------- First Anniversary of June Effective Date 30, 2009% 66.7% 18 Months After Effective Date 50% 50.0% Second Anniversary of Effective Date 70% 33.3% 30 Months After Effective Date 90% 16.7% The "Potential Recapture Amount" to which the relevant percentage set forth in the table would be applied to determine the amount of such payment from Lexicon shall be equal to (a) the thirty million dollar ($30,000,000) amount received by Lexicon from the State under the Economic Development Agreement for the generation and delivery to TIGM of the OmniBank II Library less (b) Lexicon's aggregate maximum potential liability for repayment penalties under the Economic Development Agreement with respect to shortfalls in satisfying its job target obligations thereunder. In order to exercise the Termination Optionevent TIGM duly exercises the right set forth in this Section 9.2, Tenant must provide Landlord with written notice (“Termination Notice”) of its exercise of the Termination Option on or before the later of (i) seventy-five (75) days after Landlord’s delivery TIGM shall be deemed to have elected such right to the exclusion of any claims under Section 9.3 below or otherwise that Lexicon's failure to deliver the Omnivision Notice, number of clones contemplated by the Development Plan constitutes an Event of Default and (ii) December 31, 2008, and, at Lexicon shall make the time of Termination Notice, Tenant shall not be in default under this Lease after expiration of applicable notice and cure periods. If Omnivision exercises the Omnivision Extension Option and if Tenant does not exercise the Termination Option in a timely fashion, then notwithstanding anything to the contrary contained in this Lease, the Must Take Space shall not become a part required payment within thirty (30) days of the Premises and Tenant shall have no right to use or purchase the Must Take Space Furniture and, upon request from Landlord, Landlord and Tenant shall execute an amendment to this Lease documenting that the Must Take Space shall not become a part of the Premises and modifying Tenant’s Proportionate Share, the Basic Rental and Tenant’s parking rights as a resultnotice thereof.

Termination Option. Landlord and Tenant acknowledge that (a) Sublandlord hereby reserves to itself the right, notwithstanding any other provision of this Sublease to the contrary, to exercise its option, pursuant to Exhibit D to the Omnivision Master Lease, Omnivision has an option to terminate the Master Lease as of December 31, 2006 (the “Omnivision Extension Termination Option”), exercisable by written notice to Landlord on or before September 30in accordance with the terms thereof, 2008subject, however, to extend subparagraphs (b) and (c) of this Section 19, below. (b) Notwithstanding the Omnivision foregoing subparagraph (a), the parties agree that in the event that the Termination Option is exercised by Sublandlord as aforesaid, Sublandlord shall assign to Subtenant, and Subtenant shall accept from Sublandlord, all of Sublandlord’s right, title and interest under the Master Lease for a period (as the same is in effect in all materials respects as of three (3the date hereof) years. If Omnivision exercises the Omnivision Extension Option, Landlord shall promptly so notify Tenant in writing (the “Omnivision NoticeAssignment”), subject, however, to Master Landlord’s right to approve such Assignment in accordance with the terms and conditions for an assignment of the Master Lease under Section 17 of the Master Lease, and including Master Landlord’s approval in its sole discretion of Subtenant’s financial condition, provided that Master Landlord shall approve Subtenant’s financial condition if Subtenant can demonstrate through officer-signed, independent accountant prepared financial statements, or a letter of credit or cash on deposit in a bank, that Subtenant has at least five (5) and Tenant full months of immediately available operating cash/working capital. Any Assignment pursuant to this Section shall have the option (“Termination Option”) to terminate this Lease be effective as of June 30December 31, 20092006. In order to exercise Upon Master Landlord’s approval of the Termination OptionAssignment, Tenant must provide Landlord with written notice (“Termination Notice”) of its Sublandlord’s exercise of the Termination Option shall be deemed rescinded; provided, however, Sublandlord’s exercise of the Termination Option shall not be deemed rescinded unless Sublandlord, Subtenant, and Master Landlord enter into an appropriate assignment and assumption agreement, acceptable to Sublandlord, Subtenant and Master Landlord, on or before December 31, 2005 (the later “Assignment Agreement”), which Assignment Agreement shall provide, among other things, that from and after December 31, 2006, Sublandlord shall be released from any and all obligation and liability whatsoever under the Master Lease; provided, further, however, that that notwithstanding anything else to the contrary, in the event that such Assignment Agreement is not fully executed and delivered by Sublandlord, Subtenant, and Master Landlord on or before December 31, 2005, then (x) as of such date Subtenant’s rights under this Section 19(c) shall be null, void and of no further force or effect, (iy) seventy-five (75) Subtenant shall, within 30 days after Landlord’s delivery of thereafter, pay to Sublandlord certified funds in an amount equal to the Omnivision Noticeunamortized leasing commissions incurred by Sublandlord in connection with this Sublease, and (iiz) Subtenant shall vacate the Premises as of December 31, 20082006, and, at the time of Termination Notice, Tenant and shall not lease or otherwise occupy space in the Building for a period of 180 days thereafter without the written consent of Sublandlord, all of which obligations of Subtenant shall, notwithstanding anything else to the contrary, survive the termination of this Sublease and the Master Lease. Subtenant agrees to pay any and all costs and expenses charged by Master Landlord in connection with the Assignment, the Assignment Agreement, and the release of Sublandlord from the Master Lease. In the event of any Assignment pursuant to this Section 19, then effective as of December 31, 2005, the purchase option set forth in Exhibit F of the Master Lease shall be in default of no further force or effect and shall be deemed to have been deleted from the Master Lease, and the Assignment Agreement shall contain a statement confirming this deletion. (c) In the event the Master Lease is terminated pursuant to either subparagraph (a) or (b) of this Section 19, or Assigned to Subtenant pursuant to subparagraph (b) of this Section 19, this Sublease shall terminate and be of no further force or effect from and after the date of such termination or Assignment, as the case may be, and the parties shall be released of all obligations under this Lease after expiration of applicable notice and cure periods. If Omnivision exercises the Omnivision Extension Option and if Tenant does not exercise the Termination Option in a timely fashion, then notwithstanding anything to the contrary contained in this Lease, the Must Take Space shall not become a part of the Premises and Tenant shall have no right to use or purchase the Must Take Space Furniture and, upon request from Landlord, Landlord and Tenant shall execute an amendment to this Lease documenting that the Must Take Space shall not become a part of the Premises and modifying Tenant’s Proportionate Share, the Basic Rental and Tenant’s parking rights as a resultSublease thereafter accruing.

Termination Option. Landlord Provided Tenant fully and Tenant acknowledge that pursuant to completely satisfies each of the Omnivision Leaseconditions set forth in this Section 3.5, Omnivision has an option (“Omnivision Extension Option”), exercisable by written notice to Landlord on or before September 30, 2008, to extend the Omnivision Lease for a period of three (3) years. If Omnivision exercises the Omnivision Extension Option, Landlord shall promptly so notify Tenant in writing (the “Omnivision Notice”) and Tenant shall have the one-time option (“"Termination Option”") to terminate this the Lease (as amended) as to the 6340 Building, the 6310 Building and/or the 6290 Building effective as of June 30any date of the New Expansion Term selected by Tenant after the -9- SEQUENCE TECHNOLOGY CENTER [Expansion and Extension Amendment] [DexCom, 2009Inc.] date which is fifty-four (54) months after the Expansion Commencement Date specified in Section 2.1 hereof (any such date to be referred to herein as the "Termination Date"); provided, however, that in no event may Tenant exercise the Termination Option with respect to the 6310 Building unless Tenant also exercises the Termination Option for the 6340 Building and/or the 6290 Building and in no event may Tenant exercise the Termination Option for just a portion of any building. In order to exercise the Termination Option, Tenant must provide fully and completely satisfy each and every one of the following conditions: (a) Tenant must give Landlord with written notice (“"Termination Notice”") of its exercise of the Termination Option on or before Option, which Termination Notice shall specify the later applicable Termination Date and which Termination Notice must be delivered to Landlord at least twelve (12) months prior to the designated Termination Date, (b) at the time of the Termination Notice, an Event of Default must not exist, and (c) concurrently with Tenant's delivery of the Termination Notice to Landlord, Tenant shall pay to Landlord a termination fee ("Termination Fee") equal to the sum of (i) seventy-five the "Amortization Installment", comprised of the unamortized balance, as of the Termination Date, of the (75A) days after Landlord’s Improvement Allowance and Additional Allowance (if applicable) actually utilized by Tenant for such space pursuant to Section 2.1 of the Work Letter Agreement, (B) brokerage commissions paid by Landlord in connection with this Second Amendment and applicable to such space, and (C) Base Rent Abatement applicable to such space pursuant to Section 4.3 below, plus (ii) the "Base Rent Installment", comprised of an amount equal to three (3) months of Base Rent for such space calculated at the rate payable as of the date of delivery of the Omnivision Notice, and (ii) December 31, 2008, and, at the time of Termination Notice. Amortization pursuant to subsection (i), above, shall be calculated on a straight-line basis without an interest component over a seven (7) year amortization schedule (with respect to the 6290 Initial Premises), over a period from the 6290 Must-Take Premises Commencement Date through the New Expiration Date (with respect to the 6290 Must-Take Premises) and over the period from December 1, 2016 through the New Expiration Date (with respect to the Existing Premises). Upon written request from Tenant shall not be in default under this Lease after expiration delivered to Landlord at any time prior to Tenant's delivery of applicable notice and cure periods. If Omnivision exercises the Omnivision Extension Option and if Tenant does not exercise the Termination Option in a timely fashion, then notwithstanding anything to the contrary contained in this Lease, the Must Take Space shall not become a part of the Premises and Tenant shall have no right to use or purchase the Must Take Space Furniture and, upon request from LandlordNotice, Landlord and Tenant shall execute an amendment use good faith efforts to this Lease documenting that mutually agree upon the Must Take Space shall not become a part calculation of the Premises Amortization Installment. Notwithstanding Tenant's payment of the Termination Fee, Tenant shall remain responsible for payment of Base Rent and modifying Tenant’s Proportionate Share, all other obligations of Tenant with respect to such space through the Basic Rental and Tenant’s parking rights as a resultTermination Date.

Termination Option. Landlord Provided that no Event of Default is continuing at the time of exercising its option and Tenant acknowledge that pursuant to on the Omnivision LeaseTermination Date, Omnivision has an option (“Omnivision Extension Option”)hereinafter defined, exercisable by written notice to Landlord on or before September 30, 2008, to extend the Omnivision Lease for a period of three (3) years. If Omnivision exercises the Omnivision Extension Option, Landlord shall promptly so notify Tenant in writing (the “Omnivision Notice”) and Tenant shall have the option (“Termination Option”) to terminate this Lease, effective upon the last day of the sixtieth (60th) month after the Commencement Date (the “Termination Date”) provided that Tenant gives written notice of its election to terminate the Lease effective as of June 30, 2009. In order to exercise Landlord at least ten (10) months prior to the Termination OptionDate, Tenant must provide and simultaneously therewith, delivers to the trustee under the most senior deed of trust encumbering the Building and/or Land, or to Landlord with written notice if there is not then currently any deed of trust encumbering any of the Building or Complex, in good funds, a termination payment (the “Termination NoticePayment”) of its exercise of in an amount equal to the Termination Option on or before the later sum of (i) seventy-five (75) days after Landlord’s delivery the unamortized amount of all rental concessions, the Tenant Improvement Allowance, the Space Planning Allowance, the Landscaping Allowance and the Additional Allowance, if applicable, as of the Omnivision NoticeTermination Date plus (ii) an amount equal to two (2) months Base Rental at the rate applicable as of the Termination Date. For purposes of determining the unamortized amount of the foregoing allowances, each advance thereon shall be deemed to be a separate loan made at an interest rate of nine percent (9%) per annum which is self-amortizing with equal monthly payments of principal and interest over the remainder of the Term. In addition to the Termination Payment, (i) all alterations and improvements installed in the Premises pursuant to the terms of the Work Letter attached hereto as Exhibit “C” shall remain in the Premises and become the property of Landlord upon the Termination Date, and (ii) December 31unless the Baseline Construction Costs (as hereinafter defined) for performing the Work and any other alterations or improvements made by Tenant to the Premises or any other areas of the Complex shall equal or exceed Two Million Four Hundred Thirty Seven Thousand Four Hundred and 00/100 ($2,437,400.00) Dollars in the aggregate (such amount being equal to $25.00 per square foot of Net Rentable Area in the Building), 2008all furniture and office equipment initially installed in the Premises, and, at the time less any items thereof which shall be disposed of Termination Notice, by Tenant shall not be in default under this Lease after expiration of applicable notice and cure periods. If Omnivision exercises the Omnivision Extension Option and if Tenant does not exercise prior to the Termination Option Date for any reason other than for purposes of avoiding the surrender of same to Landlord (including, without limitation, any such disposition due to damage, defect, obsolescence or Tenant no longer having need for the item), shall remain in a timely fashion, then notwithstanding anything to the contrary contained in this Lease, the Must Take Space shall not become a part of the Premises and Tenant become the property of Landlord upon the Termination Date. As used herein, the term “Baseline Construction Costs” shall have no right mean the aggregate sum of (i) all hard construction costs paid or incurred to use complete the Work and any other alterations or purchase improvements to the Must Take Space Furniture and, upon request from Landlord, Landlord and Tenant shall execute an amendment to this Lease documenting that the Must Take Space shall not become a part Premises or other areas of the Premises Complex made by Tenant, (ii) all fees, reimbursements and modifying other amounts paid to architects, engineers and other design professionals to prepare plans and specifications for the Work and any such other alterations or improvements made by Tenant’s Proportionate Share, and (iii) all construction management fees paid or incurred in connection with the Basic Rental and performance of the Work or any such other alterations or improvements made by Tenant’s parking rights as a result.

Termination Option. Landlord Provided Tenant fully and Tenant acknowledge that pursuant to completely satisfies each of the Omnivision Leaseconditions set forth in this Section 2.2, Omnivision has an option (“Omnivision Extension Option”), exercisable by written notice to Landlord on or before September 30, 2008, to extend the Omnivision Lease for a period of three (3) years. If Omnivision exercises the Omnivision Extension Option, Landlord shall promptly so notify Tenant in writing (the “Omnivision Notice”) and Tenant shall have the option (“Termination Option”) to terminate the Lease (as amended by this Lease Second Amendment) effective as of June 30May 31, 20092008 (“Termination Date”) only. In order to exercise the Termination Option, Tenant must provide fully and completely satisfy each and every one of the following conditions: (a) Tenant must give Landlord with written notice (“Termination Notice”) of its exercise of the Termination Option Option, which Termination Notice must be delivered to Landlord on or before the later of (i) seventy-five (75) days after Landlord’s delivery of the Omnivision Notice, and (ii) December August 31, 20082007, and, (b) at the time of the Termination Notice, Tenant shall not be in default under the Lease (as amended by this Lease Second Amendment) after notice and expiration of applicable notice and cure periods, and (c) Tenant shall pay to Landlord a termination fee (“Termination Fee”) in the amount of Seven Hundred Forty-Five Thousand Dollars ($745,000.00). If Omnivision exercises However, if as of the Omnivision Extension Option and if Tenant does not exercise date of the Termination Option in a timely fashionNotice, (1) Landlord has paid to Tenant the Proposition 13 Purchase Price pursuant to Section 5.4 below, then notwithstanding anything the Termination Fee shall be increased by that portion of the Proposition 13 Purchase Price applicable to the contrary period after the Termination Date, or (2) Tenant has exercised its right of first offer pursuant to Article 32 of the Original Lease (as amended by Section 10 below), then the Termination Fee shall be increased by the sum of (A) the discounted present value (using a discount factor of ten percent (10%) per annum) of an amount equal to six (6) installments of monthly Basic Rental for the First Offer Space at the rate which would have been payable by Tenant for the First Offer Space for the first six (6) months after the Termination Date and (B) the unamortized amount, as of the Termination Date, of any out-of-pocket sums expended by Landlord in connection with any such expansion (including, without limitation, any sums expensed by Landlord to improve the First Offer Space and any brokerage commissions incurred by Landlord in connection with such expansion) with such amortization to be calculated over an amortization period from the effective date of Tenant’s lease of the First Offer Space until May 31, 2011, based upon equal monthly payments of principal and interest throughout such amortization period, with interest imputed on the outstanding principal balance at the rate of ten percent (10%) per annum. Fifty percent (50%) of the Termination Fee must be paid by Tenant to Landlord concurrently with Tenant’s delivery of the Termination Notice (as a further condition to Tenant’s exercise of the Termination Option), and the remaining fifty percent (50%) of the Termination Fee shall be paid by Tenant to Landlord within three (3) months after the date of delivery of the Termination Notice. Tenant’s delivery of the Termination Fee to Landlord shall not relieve Tenant of its obligation to make all other payments to Landlord due under the Lease (as amended by this Second Amendment) through the Termination Date. Notwithstanding anything contained in this LeaseSection 2.2 to the contrary, in the Must Take Space shall not become a part event Tenant fails to deliver the remaining fifty percent (50%) of the Premises and Tenant Termination Fee to Landlord within three (3) months after the date of delivery of the Termination Notice, Landlord shall have no right the option to use or purchase either (i) deem the Must Take Space Furniture andTermination Notice rescinded, upon request from Landlord, Landlord in which case the Lease (as amended by this Second Amendment) shall continue in full force and Tenant shall execute an amendment to this Lease documenting that effect for the Must Take Space shall not become a part remainder of the Extended Term and Landlord shall forthwith refund to Tenant the initial fifty percent (50%) of the Termination Fee previously paid by Tenant less any out-of-pocket expenses Landlord may have incurred in marketing and attempting to lease the Premises and modifying to a successor tenant(s) after Landlord’s receipt of Tenant’s Proportionate ShareTermination Notice (e.g., advertising costs, costs of printing marketing materials and attorneys fees and space planning costs incurred in connection with potential transactions with a successor tenant(s)), or (ii) deem the Basic Rental Lease (as amended by this Second Amendment) terminated as of the Termination Date and Tenant’s parking rights as a resultpursue any remedies Landlord may have against Tenant for failure to pay such portion of the Termination Fee.

Termination Option. Tenant shall have a single option to terminate this Lease, which termination shall be effective on the "Cancellation Date" (as hereinafter defined), subject to all of the following terms and conditions: (a) If Tenant wishes to exercise its termination option hereunder, Tenant must deliver to Landlord, clear and unconditional written notice of Tenant's election to terminate this Lease (the "Election Notice"), at any time prior to the fourth (4th) anniversary of the Rent Commencement Date, time being of the essence; (b) Upon Tenant's timely exercise of its termination option, the effective date for the termination of this Lease (the "Cancellation Date") shall be the fifth (5th) anniversary of the Rent Commencement Date, time being of the essence; (c) In consideration of said Lease termination, Tenant must pay Landlord $1,000,000.00 (if Tenant terminates to move its business operations to the City of Bridgeport), but otherwise $1,250,000.00 (if Tenant terminates for any other reason or no reason) (said payment, the "Cancellation Fee"), said payment to be in good funds, subject to collection, by certified check payable to the order of Landlord and Tenant acknowledge that pursuant to the Omnivision Lease, Omnivision has an option (“Omnivision Extension Option”), exercisable by written notice delivered to Landlord on or before September 30the Cancellation Date, 2008, to extend time being of the Omnivision Lease for a period essence; (d) From and after Tenant's exercise of three (3) years. If Omnivision exercises the Omnivision Extension Option, Landlord shall promptly so notify Tenant in writing (the “Omnivision Notice”) and Tenant shall have the such termination option (“Termination Option”) to terminate this Lease effective as of June 30, 2009. In order to exercise the Termination Option, Tenant must provide Landlord with written notice (“Termination Notice”) by Tenant's timely delivery of its exercise of the Termination Option on or before the later of (i) seventy-five (75) days after Landlord’s delivery of the Omnivision Notice, and (ii) December 31, 2008, and, at the time of Termination NoticeElection Notice as required herein, Tenant shall not be in default continue to timely perform all of its obligations under this Lease after expiration of applicable notice (including, without limitation, its Rental obligations) through and cure periods. If Omnivision exercises including the Omnivision Extension Option Cancellation Date; and if Tenant does not exercise the Termination Option in a timely fashion, then notwithstanding (e) Notwithstanding anything to the contrary contained in this Lease, Tenant's termination option hereunder shall be subject to the Must Take Space following additional conditions: (i) As of the date of the Election Notice (and Landlord's receipt of the Cancellation Fee), no Event of Default shall have occurred and be continuing; (ii) If Tenant fails to properly and timely exercise its option to terminate hereunder, said option shall be null and void; (iii) Tenant's option to terminate herein shall be personal to Initial Tenant only, and shall not become a part be transferred or assigned to any other parties; (iv) Such termination of this Lease shall not release or discharge any of Tenant's obligations under this Lease accruing up to and including the Cancellation Date; (v) Such termination option shall lapse and have no force or effect after the fourth (4th) anniversary of the Premises Rent Commencement Date if not theretofore duly exercised as required herein; and Tenant shall have no right (vi) In the event there is an Event of Default that occurs and is continuing up to use or purchase and including the Must Take Space Furniture andCancellation Date, upon request from Landlord, Landlord and Tenant shall execute an amendment at Landlord's option, may negate Tenant's exercise of such termination option by written notice to Tenant, in which case this Lease documenting that shall continue in full force and effect from the Must Take Space shall not become a part date of the Premises Landlord's notice with such termination option being null and modifying Tenant’s Proportionate Share, the Basic Rental and Tenant’s parking rights as a resultvoid.

Termination Option. Landlord and Provided that no Event of Default shall exist under the Building 1 Lease or the Building 2 Lease (collectively, the "Terminable Leases") or would exist but for the pendency of any cure period provided for in Section 25.1 of either of the Terminable Leases, either on the date Tenant acknowledge that pursuant to delivers its Termination Notice (as hereinafter defined) or on the Omnivision Lease, Omnivision has an option Termination Date (“Omnivision Extension Option”as hereinafter defined), exercisable by written notice to Landlord on or before September 30, 2008, to extend the Omnivision Lease for a period of three (3) years. If Omnivision exercises the Omnivision Extension Option, Landlord shall promptly so notify Tenant in writing (the “Omnivision Notice”) and Tenant shall have the option (“Termination Option”) right to terminate this Lease effective the Terminable Leases with respect to the entire Building 1 Premises and the entire Building 2 Premises as of June 30, 2009. In order to exercise the Termination Option, Tenant must provide Landlord with written notice (“Termination Notice”) of its exercise of the Termination Option on or before the later of (i) seventy-five (75) days after Landlord’s delivery of the Omnivision NoticeDecember 31, and 2024, (ii) December 31, 20082025, andor (iii) December 31, 2026 (the "Termination Date"), by giving Landlord at least twelve (12) months' prior written notice (the time of "Termination Notice") accompanied by a payment of a termination fee (the "Termination Fee") to Landlord as follows: (1) if Tenant terminates pursuant to (i) above, $1,161,808.00; (2) if Tenant terminates pursuant to (ii) above, $261,976.00; and (3) if Tenant terminates pursuant to (iii) above, no Termination Fee shall be payable. Tenant's failure to pay such Termination Fee simultaneously with Tenant's delivery of its Termination Notice shall render void the termination of the Terminable Leases and the Terminable Leases shall continue in full force and effect. Tenant shall pay all Rent due to and through the Termination Date specified and shall surrender the Building 1 Premises and the Building 2 Premises to Landlord on or before the Termination Date in the manner and in the condition provided for in the Terminable Leases, as applicable. Tenant shall permit Landlord or its agents, with reasonable advance notice, to enter the Building 1 Premises and the Building 2 Premises, without charge therefore to Landlord and without diminution of Rent, to exhibit the same to prospective tenants during such twelve (12) month period. The Termination Fee shall not be in default deemed to be Rent payable under this Lease after expiration of applicable notice and cure periods. If Omnivision exercises the Omnivision Extension Option and if Tenant does not exercise the Termination Option in a timely fashion, then notwithstanding anything to the contrary contained in this Lease, the Must Take Space shall not become a part terms of the Premises and Terminable Leases, but rather shall be deemed liquidated damages payable by Tenant shall have no right to use or purchase Landlord in consideration of Landlord’s agreement to terminate the Must Take Space Furniture and, upon request from Landlord, Landlord and Tenant shall execute an amendment to this Lease documenting that the Must Take Space shall not become a part of the Premises and modifying Tenant’s Proportionate Share, the Basic Rental and Tenant’s parking rights Terminable Leases as a resultherein provided.

Termination Option. Landlord Notwithstanding the identification of the Premises as is set forth and defined in Section 1.1(a) hereof, until the earlier of (1) that date on which Tenant acknowledge that pursuant to commences construction of the Omnivision Lease, Omnivision has an option Tenant Work (“Omnivision Extension Option”as defined in Exhibit C attached hereto and made a part hereof), exercisable or (ii) January 15, 2003 (or, if later, ten (10) calendar days after Landlord has executed this Lease and delivered it to Tenant), Tenant shall have the one time right, by providing written notice to Landlord on or before September 30, 2008, to extend the Omnivision Lease for a period of three (3) years. If Omnivision exercises the Omnivision Extension Option, Landlord shall promptly so notify Tenant in writing (the “Omnivision Contraction Notice”) (which Contraction Notice must be provided, if at all, not later than January 15, 2003 or, if later, ten (10) calendar days after Landlord has executed this Lease and Tenant shall have delivered it to Tenant), to remove from the option Premises that portion of the Premises comprising approximately one half (1/2) of the fourth (4th) floor of the Building as is shown on Exhibit H attached hereto (for purposes of this Section 36, the “Termination OptionContraction Premises”) to terminate this Lease effective as well as all or a portion of June 30, 2009the Lower Level Space and all or a portion of the Storage Space that may be taken by Tenant hereunder. In order the event Tenant timely delivers the Contraction Notice to exercise the Termination Option, Tenant must provide Landlord with written notice (“Termination Notice”) of its exercise of the Termination Option on or before the later of (i) seventy-five (75) days after Landlord’s delivery of the Omnivision Notice, and (ii) December 31, 2008, and, at the time of Termination Notice, Tenant shall not be in default under this Lease after expiration of applicable notice and cure periods. If Omnivision exercises the Omnivision Extension Option and if Tenant does not exercise the Termination Option in a timely fashion, then notwithstanding anything to the contrary contained in this Lease, the Must Take Space shall not become a part of the Premises and Tenant shall have no right to use or purchase the Must Take Space Furniture and, upon request from Landlord, Landlord and Tenant shall execute an amendment to this Lease documenting that deleting the Must Take Space Contraction Premises from the force and effect hereof, and reducing the Security Deposit, the Advance Deposit and Leasehold Improvement Allowance (as such term is defined in Exhibit C on account thereof, (ii) Tenant shall not become a part reimburse Landlord for any space planning, engineering and architectural fees incurred at Tenant’s specific request in connection with the Contraction Premises, and (iii) Tenant shall cause Tenant’s broker identified in Section 33 hereof to return to Landlord any commission previously paid to Tenant’s broker on account of the Premises and modifying Tenant’s Proportionate ShareContraction Premises. In the event Tenant fails to make payment of the amounts set forth in subsection (ii) and/or (iii) within fifteen (15) days of the date of the Contraction Notice, Landlord shall have the Basic Rental and Tenant’s parking rights as a resultright to deduct such amount(s) from the Leasehold Improvement Allowance.

Termination Option. Landlord Provided Tenant fully and Tenant acknowledge that pursuant to completely satisfies each of the Omnivision Leaseconditions set forth in this Section 3.5, Omnivision has an option (“Omnivision Extension Option”), exercisable by written notice to Landlord on or before September 30, 2008, to extend the Omnivision Lease for a period of three (3) years. If Omnivision exercises the Omnivision Extension Option, Landlord shall promptly so notify Tenant in writing (the “Omnivision Notice”) and Tenant shall have the one-time option (“Termination Option”) to terminate this the Lease (as amended) as to the 6340 Building, the 6310 Building and/or the 6290 Building effective as of June 30any date of the New Expansion Term selected by Tenant after the date which is fifty-four (54) months after the Expansion Commencement Date specified in Section 2.1 hereof (any such date to be referred to herein as the “Termination Date”); provided, 2009however, that in no event may Tenant exercise the Termination Option with respect to the 6310 Building unless Tenant also exercises the Termination Option for the 6340 Building and/or the 6290 Building and in no event may Tenant exercise the Termination Option for just a portion of any building. In order to exercise the Termination Option, Tenant must provide fully and completely satisfy each and every one of the following conditions: (a) Tenant must give Landlord with written notice (“Termination Notice”) of its exercise of the Termination Option on or before Option, which Termination Notice shall specify the later applicable Termination Date and which Termination Notice must be delivered to Landlord at least twelve (12) months prior to the designated Termination Date, (b) at the time of the Termination Notice, an Event of Default must not exist, and (c) concurrently with Tenant’s delivery of the Termination Notice to Landlord, Tenant shall pay to Landlord a termination fee (“Termination Fee”) equal to the sum of (i) seventythe “Amortization Installment”, comprised of the unamortized balance, as of the Termination Date, of the (A) Improvement Allowance and Additional Allowance (if applicable) actually utilized by Tenant for such space pursuant to Section 2.1 of the Work Letter Agreement, (B) brokerage commissions paid by Landlord in connection with this Second Amendment and applicable to such space, and (C) Base Rent Abatement applicable to such space pursuant to Section 4.3 below, plus (ii) the “Base Rent Installment”, comprised of an amount equal to three (3) months of Base Rent for such space calculated at the rate payable as of the date of delivery of the Termination Notice. Amortization pursuant to subsection (i), above, shall be calculated on a straight-five line basis without an interest component over a seven (757) days after Landlordyear amortization schedule (with respect to the 6290 Initial Premises), over a period from the 6290 Must-Take Premises Commencement Date through the New Expiration Date (with respect to the 6290 Must-Take Premises) and over the period from December 1, 2016 through the New Expiration Date (with respect to the Existing Premises). Upon written request from Tena▇▇ ▇▇▇ivered to Landlord at any time prior to Tenant’s delivery of the Omnivision Notice, and (ii) December 31, 2008, and, at the time of Termination Notice, Tenant shall not be in default under this Lease after expiration of applicable notice and cure periods. If Omnivision exercises the Omnivision Extension Option and if Tenant does not exercise the Termination Option in a timely fashion, then notwithstanding anything to the contrary contained in this Lease, the Must Take Space shall not become a part of the Premises and Tenant shall have no right to use or purchase the Must Take Space Furniture and, upon request from Landlord, Landlord and Tenant shall execute an amendment use good faith efforts to this Lease documenting that mutually agree upon the Must Take Space shall not become a part calculation of the Premises and modifying Amortization Installment. Notwithstanding Tenant’s Proportionate Sharepayment of the Termination Fee, Tenant shall remain responsible for payment of Base Rent and all other obligations of Tenant with respect to such space through the Basic Rental and Tenant’s parking rights as a resultTermination Date.

Termination Option. Landlord Provided that (i) Tenant is not in default (beyond applicable notice and cure periods) in the performance of any of its obligations under the Lease (as amended hereby) on the date that Tenant acknowledge that pursuant to delivers the Omnivision Termination Notice and on the Termination Date (each, as hereinafter defined), and (ii) Tenant has not exercised its Right of First Offer set forth in Section 34 of the Lease, Omnivision has an option (“Omnivision Extension Option”), exercisable by written notice to Landlord on or before September 30, 2008, to extend the Omnivision Lease for a period of three (3) years. If Omnivision exercises the Omnivision Extension Option, Landlord shall promptly so notify Tenant in writing (the “Omnivision Notice”) and Tenant shall have the one-time option to terminate the Lease (the “Termination Option”) without penalty or cost in the event that the combined rentable square footage collectively occupied by both FLOWSERVE and/or ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (and/or either and/or both of their affiliates, successors and/or assigns) in Building 20 of the Phillipsburg Commerce Park becomes less than thirty-five thousand (35,000) rentable square feet (each, a “Co-Tenancy Failure”), subject to terminate this Lease effective as of June 30, 2009. In order to exercise and upon the Termination Option, following terms and conditions: (a) Tenant must provide shall give Landlord with no less than six (6) months prior written notice (the “Termination Notice”) of its intention to exercise its Termination Option not later than thirty (30) days after Landlord delivers written notice to Tenant of the occurrence of a Co-Tenancy Failure, time being of the essence. Notwithstanding the foregoing, in the event that both FLOWSERVE and ▇▇▇▇▇▇▇-▇▇▇▇▇▇ (or their respective affiliates, successors and/or assigns) extend their respective leases in Building 20 of the Phillipsburg Commerce Park through or beyond August 31, 2016, then the Termination Option on shall be deemed to be null and void and of no further force or before effect upon delivery by Landlord to Tenant of written proof of such lease extensions, which proof shall include signatures of Landlord and each such tenant. If such Termination Option is exercised, the later Lease shall terminate as of the date specified in the Termination Notice, which shall be no less than six (i6) seventy-five months after Tenant delivers the Termination Notice to Landlord (75the “Termination Date”). In the event that Tenant fails to deliver the Termination Notice to Landlord within the time periods prescribed by this subparagraph, then Tenant shall be deemed to have irrevocably waived the Termination Option and, in such event, Tenant’s Termination Option shall be null and void and Tenant shall have no further right to terminate the Lease pursuant to this Section. (b) days after LandlordNotwithstanding Tenant’s delivery of the Omnivision Notice, and (ii) December 31, 2008, and, at the time of Termination Notice, Tenant shall not continue to pay all Rent through the Termination Date. The Rent shall be in default under this apportioned as of the Termination Date. (c) Tenant shall surrender vacant possession of the Demised Premises on or prior to the Termination Date. In the event Tenant exercises its Termination Option, the Lease after shall terminate as of the Termination Date as if the Termination Date were the date originally stipulated for the expiration of applicable notice and cure periods. If Omnivision exercises the Omnivision Extension Option and if Term; provided, however, that nothing herein shall relieve Tenant does not exercise of any obligations which accrued prior to the Termination Option in a timely fashion, then notwithstanding anything to the contrary contained in this Lease, the Must Take Space shall not become a part of the Premises and Tenant shall have no right to use or purchase the Must Take Space Furniture and, upon request from Landlord, Landlord and Tenant shall execute an amendment to this Lease documenting that the Must Take Space shall not become a part of the Premises and modifying Tenant’s Proportionate Share, the Basic Rental and Tenant’s parking rights as a resultDate.

Termination Option. Landlord and A. Tenant acknowledge that pursuant shall have the right to accelerate the Termination Date (“Acceleration Option”) of the Lease, with respect to the Omnivision Leaseentire Premises only, Omnivision has an option from November 30, 2025 to January 31, 2022 (the “Omnivision Extension OptionAccelerated Termination Date”), exercisable by written if: 1. There is no Monetary Default or Material Non-Monetary Default under the Lease past any applicable notice to and cure period at the date Tenant provides Landlord with an Acceleration Notice (hereinafter defined); and 2. Tenant is subleasing more than fifty percent (50%) of the Premises other than in connection with a Permitted Transfer or Approved User and such sublease cannot be terminated on or before September 30the Accelerated Termination Date; and 3. The Lease has not been assigned (other than pursuant to a Permitted Transfer or an Approved User, 2008as each are defined in Article XII of the Lease) on the date Tenant delivers its Acceleration Notice; and 4. Landlord receives notice of acceleration (“Acceleration Notice”) on or before February 1, 2021; and 5. Tenant has not exercised its Right of First Refusal pursuant to extend the Omnivision Lease for Section II above; and 6. For a period of twelve (12) months following the Accelerated Termination Date, Tenant will not lease sublease, license or occupy space in another Class “A” building the Downtown Minneapolis Central Business District for purposes of moving its business operations to such building. B. If Tenant exercises its Acceleration Option, Tenant, simultaneously with delivery of the Acceleration Notice, shall pay to Landlord an amount equal to the sum of (i) three (3) years. If Omnivision exercises months of the Omnivision Extension Optionthen-current Base Rent and Tenant’s Pro Rata Share of Expenses and Taxes; plus (ii) Four Million Eight Hundred Ninety-Nine Thousand Seven Hundred Fifty-Two and 18/100 Dollars ($4,899,752.18) (which amount represents the unamortized portion of concessions, commissions, allowances, free rent or other expenses incurred by Landlord shall promptly so notify Tenant in writing connection with the Premises, determined using an interest rate of 8% per annum.) (collectively, the “Omnivision NoticeAcceleration Fee”) ). The Acceleration Fee is payable as a fee in connection with the acceleration of the Termination Date and not as a penalty. Tenant shall remain liable for all Base Rent, Additional Rent and other sums due under the Lease up to and including the Accelerated Expiration Date even though final determination of such amounts and reconciliation of such amounts may occur subsequent to the Accelerated Expiration Date so that Landlord shall have the option (“Termination Option”) right to terminate reconcile Expenses in accordance with Section IV.B. of this Lease effective as for the calendar year in which the Accelerated Expiration Date occurs. C. If Tenant fails to deliver the Acceleration Fee to Landlord simultaneously within the delivery of June 30the Acceleration Notice, 2009. In order to exercise the Termination Optionthen Landlord, Tenant must provide Landlord with written notice at its option may (“Termination Notice”i) of its declare Tenant’s exercise of the Termination Acceleration Option on to be null and void; or before the later of (i) seventy-five (75) days after Landlord’s delivery of the Omnivision Notice, and (ii) December 31continue to honor Tenant’s exercise of its Acceleration Option, 2008, and, at the time of Termination Noticein which case, Tenant shall not be in default under this Lease after expiration of applicable notice and cure periods. If Omnivision exercises remain liable for the Omnivision Extension Option and if Tenant does not exercise the Termination Option in a timely fashion, then notwithstanding anything to the contrary contained in this Lease, the Must Take Space shall not become a part payment of the Premises Acceleration Fee and Tenant shall have no right for all Base Rent, Additional Rent and other sums due under the Lease up to use or purchase and including the Must Take Space Furniture and, upon request from Landlord, Landlord and Tenant shall execute an amendment to this Lease documenting that the Must Take Space shall not become a part Accelerated Termination Date in accordance with paragraph B above. D. As of the date Tenant provides Landlord with an Acceleration Notice, any unexercised rights or options of Tenant to renew the Term of the Lease or to expand the Premises (whether expansion options, rights of first or second refusal, rights of first or second offer, or other similar rights), and modifying Tenant’s Proportionate Shareany portion of the Improvement Allowance not claimed by Tenant in accordance with the Lease as of such date, the Basic Rental shall immediately be deemed terminated and Tenant’s parking rights as a resultno longer available or of any further force or effect.

Termination Option. Landlord and Tenant acknowledge that pursuant (a) Subject to the Omnivision Leaseterms and provisions of this Section 5, Omnivision has an option (“Omnivision Extension Option”), exercisable by written notice to Landlord on or before September 30, 2008, to extend the Omnivision Lease for a period of three (3) years. If Omnivision exercises the Omnivision Extension Option, Landlord shall promptly so notify Tenant in writing (the “Omnivision Notice”) and Tenant shall have and is hereby granted the one-time option (the “Termination Option”) to terminate this Lease the Lease, which termination, at Tenant’s election shall apply to the Premises in its entirety (including an Offer Space), and be effective as of June September 30, 2009. In order to exercise 2033 (the “Early Termination Date”), which the Termination OptionOption must be exercised by Tenant, if at all, as follows: (i) Tenant must provide Landlord with shall deliver binding written notice (“Termination Notice”) to Landlord of its Tenant’s exercise of the Termination Option on or before (the “Tenant’s Termination Notice”) no later than September 30, 2032; and (ii) Tenant pays to Landlord a termination fee (the “Termination Fee”) equal to the sum of (i) seventy-five two (752) days after Landlord’s delivery of times the Omnivision Noticemonthly Base Rent, Operating Cost Share Rent and Tax Share Rent payable for the month in which the Early Termination Date occurs; and (ii) December 31, 2008, and, at the time unamortized portion of Termination Notice, Tenant shall not be in default under this Lease after expiration the Leasing Costs. For purposes of applicable notice and cure periods. If Omnivision exercises determining the Omnivision Extension Option and if Tenant does not exercise the Termination Option in a timely fashion, then notwithstanding anything to the contrary contained in this Leasetermination fee, the Must Take Space Leasing Costs for each portion of the Premises shall not become a part be amortized (mortgage amortization) with interest at eight percent (8%) per annum over the period commencing on the date the Term commenced for such portion of the Premises and Tenant ending on the Early Termination Date. For avoidance of doubt, as shown on Exhibit B attached hereto, for purposes of the foregoing amortization calculation, the amortization period for the 2024 concessions shown on Exhibit B shall have no right to use or purchase commence August 1, 2024, and the Must Take Space Furniture andamortization period for the 2028 concessions shown on Exhibit B shall commence August 1, upon request from Landlord2028. Upon receipt of Tenant’s Termination Notice, Landlord shall calculate the Termination Fee, and Tenant shall execute an amendment pay one-half (1/2) within five (5) business days of Landlord’s notice to this Lease documenting that the Must Take Space shall not become a part Tenant of the Premises amount of the Termination Fee, and modifying the remaining one-half (1/2) on or prior to the Early Termination Date, time being of the essence, and the Termination Option shall only be deemed to have been effectively exercised if Tenant timely pays such Termination Fee. Tenant may elect to request ▇▇▇▇▇▇▇▇’s determination of the Termination Fee prior to Tenant delivery of Tenant’s Proportionate ShareTermination Notice. Landlord shall respond to such request from Tenant no later than ten (10) business days after receipt of the request. As used herein, “Leasing Costs” means Lease Concessions, leasing commissions or brokerage fees payable in connection with ▇▇▇▇▇▇’s leasing of space in the Basic Rental Building. “Lease Concessions” means any concessions provided by Landlord in connection with the leasing of space in the Building (inclusive of the First Offer Space, Fixed Terms ROFO Space, and any other space leased to Tenant’s parking rights ) including the Abated Rent and credits, lease assumption or take over expenses, costs to improve space for tenants or prospective tenants, architectural, engineering and space planning fees and the Construction Allowance, but not including the Unused Construction Allowance, as a resultshown on Exhibit B attached hereto. A sample calculation of the Termination Fee for the Lease, as amended by this Fifth Amendment, but not including any future expansion such as First Offer or Fixed Terms ROFO Space or the two (2) months of Operating Cost Share Rent and Tax Share Rent, is calculated as set forth on Exhibit B attached hereto.

Termination Option. Landlord and Tenant acknowledge that pursuant to the Omnivision Lease, Omnivision has an option (“Omnivision Extension Option”), exercisable by written notice to Landlord on or before September 30, 2008, to extend the Omnivision Lease for a period of three (3) years. If Omnivision exercises the Omnivision Extension Option, Landlord shall promptly so notify Tenant in writing (the “Omnivision Notice”) and Tenant shall have the option (“Termination Option”) may elect to terminate this Lease (the "Early Termination Option") effective as of June 30May 31, 2009. In order to exercise 2017 (the "Early Termination OptionDate"), Tenant must provide by giving Landlord with prior written notice (“"Tenant's Early Termination Notice”") of its exercise of the Termination Option on or before August 31, 2016, provided that: (1) on or before the later Early Termination Date, Tenant has paid Landlord all amounts due and owing under the Lease; and (2) Tenant pays to Landlord concurrently with Tenant's Early Termination Notice a termination fee equal to (a) $24,009.00 (2 months of Basic Rent), plus (ib) seventy-five 2 months of Tenant's Share of Expenses for the Premises (75based on Landlord's reasonable estimate of such Expenses), and plus (c) days after Landlord’s delivery the unamortized portion of the Omnivision NoticeLandlord's leasing costs (including without limitation all leasing commission charges, the Abated Rent, and (ii) December 31the Allowance), 2008based on amortizing such costs with interest thereon at the rate of 6% per annum, and, in equal installments of interest and principal over the last 36 months of the initial Term. Tenant's right to exercise this Early Termination Option is conditioned on there being no uncured Event of Default at the time of exercise of the Early Termination Notice, Tenant shall not be in default under this Lease after expiration of applicable notice and cure periodsOption or on the Early Termination Date. If Omnivision exercises the Omnivision Extension Option and if Tenant does not exercise the this Early Termination Option in a is timely fashionexercised, then notwithstanding anything to the contrary contained in this Lease, the Must Take Space shall not become a part Tenant will deliver possession of the Premises to Landlord on the Early Termination Date in accordance with the terms of this Lease and all other terms will apply as if this Lease had expired according to its terms, including Tenant's Share of Expenses attributable to periods prior to the Early Termination Date at such time as such obligation is determined. If Tenant shall fails to timely give notice, then Tenant will be deemed to have no waived its right to use or purchase the Must Take Space Furniture and, upon request from Landlord, Landlord and Tenant shall execute an amendment terminate pursuant to this Lease documenting that Section. This Early Termination Option is personal to Tenant (and not to any assignee or subtenant) and may not be assigned, it being agreed such right is not appurtenant to the Must Take Space shall not become Premises or this Lease; upon a part Transfer of the Premises Lease by Tenant, this Section is null and modifying Tenant’s Proportionate Share, the Basic Rental and Tenant’s parking rights as a resultvoid.

Termination Option. Landlord and Tenant acknowledge that pursuant to Effective as of October 1, 2019, Article 41 of the Omnivision Lease, Omnivision has an option (“Omnivision Extension Option”)Paragraph 10 of the Fourth Amendment, exercisable by written notice to Landlord on or before September 30, 2008, to extend and Paragraph 9 of the Omnivision Lease for a period of three (3) years. If Omnivision exercises the Omnivision Extension Option, Landlord shall promptly so notify Tenant Fifth Amendment are hereby deleted in writing (the “Omnivision Notice”) their entirety and Tenant shall have the following termination option (the “Termination Option”): (a) So long as (i) the Lease is then in full force and effect; and (ii) no default by Tenant after the expiration of any applicable notice and cure periods then exists under the Lease, Tenant shall have the right upon the delivery of irrevocable notice to Landlord delivered not later than October 1, 2025 (the “Termination Notice Deadline”) to terminate this the Lease as to all or any portion (as determined by Tenant in its sole and absolute judgment) of the Remaining Premises with an effective as date of June September 30, 20092026 (the “Termination Date”), in which case the Lease shall terminate on the Termination Date as to all or such portion of the Remaining Premises. In order the event that Tenant elects to terminate the Lease as provided herein, Tenant shall pay to Landlord on the Termination Date a termination fee (the “Termination Fee”) equal to the sum of: (a) the unamortized portion of the commission paid to Broker (as such term is defined in Paragraph 21 below) solely with respect to this Sixth Amendment (provided that Landlord has delivered to Tenant a true, correct and complete copy of the fully-executed agreement and all amendments thereto executed by Landlord and Broker evidencing the commissions, fees and other sums paid by Landlord to Broker); (b) the unamortized portion of the Cash Payment (as such term is defined in Paragraph 19 below) given to Tenant; and (c) the unamortized portion of the Rent Abatement provided under Section 5 of this Sixth Amendment. The amounts described in the preceding sentence shall be amortized on a straight-line basis and shall include an interest factor of seven (7%) percent per annum for the time period from the Termination Date to the Expiration Date. In the event that Tenant elects to terminate only a portion of the Remaining Premises, the Termination Fee shall be prorated based upon the ratio of the square footage terminated to the square footage remaining. The Termination Fee shall be due and payable by Tenant on the Termination Date. (b) If Tenant fails to exercise the Termination Option, Tenant must provide Landlord with written notice (“Termination Notice”) of its exercise of the Termination Option on or before the later of (i) seventy-five (75) days after Landlord’s delivery of the Omnivision Notice, and (ii) December 31, 2008, and, at the time of Termination Notice, Tenant shall not be in default under this Lease after expiration of applicable notice and cure periods. If Omnivision exercises the Omnivision Extension Option and if Tenant does not exercise prior to the Termination Option in a timely fashion, then notwithstanding anything Notice Deadline or to pay the Termination Fee on or prior to the contrary contained in this LeaseTenant Termination Date, the Must Take Space shall not become a part of the Premises and Tenant shall have no further right to use terminate the Lease. (c) If Tenant properly exercises the Termination Option and pays the Termination Fee in accordance with this Paragraph 14, then on or purchase before the Must Take Space Furniture andTermination Date, upon request from Landlord, Tenant will deliver up possession to Landlord and Tenant shall execute an amendment to this Lease documenting that the Must Take Space shall not become a part of the Remaining Premises which is the subject of such termination in accordance with the provisions of the Lease. (d) The Termination Option is personal to Tenant and modifying is not assignable. The Termination Option will terminate and be of no further force or effect upon the assignment or sublet of all or any portion of the Remaining Premises by Tenant’s Proportionate Share, but only with respect to that portion of the Basic Rental and Tenant’s parking rights Remaining Premises actually assigned or sublet (such Termination Option remaining in effect as a resultto any portion of the Remaining Premises not actually assigned or sublet).

Termination Option. Landlord and Provided Tenant acknowledge that has not previously exercised its right of first offer pursuant to Article 32 of this Lease and provided further that Tenant fully and completely satisfies each of the Omnivision Leaseconditions set forth in this Article 33, Omnivision has an option (“Omnivision Extension Option”), exercisable by written notice to Landlord on or before September 30, 2008, to extend the Omnivision Lease for a period of three (3) years. If Omnivision exercises the Omnivision Extension Option, Landlord shall promptly so notify Tenant in writing (the “Omnivision Notice”) and Tenant shall have the option (“"Termination Option”") to terminate this Lease effective as at the end of June 30, 2009the thirty-sixth (36th) full calendar month of the Term only (the "Termination Date"). In order to exercise the Termination Option, Tenant must provide fully and completely satisfy each and every one of the following conditions: (a) Tenant must give Landlord with written notice (“"Termination Notice”") of its exercise of intention to terminate this Lease, which Termination Notice must be delivered to Landlord at least six (6) months prior to the Termination Option on or before the later of Date, (ib) seventy-five (75) days after Landlord’s delivery of the Omnivision Notice, and (ii) December 31, 2008, and, at the time of the Termination Notice, Notice Tenant shall not be in default under this Lease after expiration of applicable notice and cure periods, and (c) concurrently with Tenant's delivery of the Termination Notice to Landlord, Tenant shall pay to Landlord a termination fee ("Termination Fee") equal to the sum of (i) the unamortized balance, as of the Termination Date, of (A) the costs incurred by Landlord in designing and constructing the Tenant Improvements, (B) the brokerage commissions paid by Landlord in connection with this Lease, and (C) the Abated Rent, plus (ii) an amount equal to three (3) months of Monthly Basic Rental calculated at the rate payable at the time of the Termination Notice. If Omnivision Amortization pursuant to subsection (i), above, shall be calculated on a sixty-two (62) month amortization schedule commencing as of the Commencement Date based upon equal monthly payments of principal and interest, with interest imputed on the outstanding principal balance at the rate of ten percent (10%) per annum. In the event Tenant exercises its right to first offer pursuant to Article 32 hereof prior to the Omnivision Extension Option and if Tenant does not exercise date of Tenant's delivery of the Termination Notice, then the Termination Option in a timely fashion, then notwithstanding anything to the contrary contained in this Lease, the Must Take Space shall not become a part void and of the Premises no further force and effect and Tenant shall have no right further rights under this Article 33. In the event Tenant delivers the Termination Notice to use or purchase the Must Take Space Furniture and, upon request from Landlord, Landlord Tenant's right of first offer pursuant to Article 32 hereof shall become void and Tenant shall execute an amendment to this Lease documenting that the Must Take Space shall not become a part of the Premises and modifying Tenant’s Proportionate Share, the Basic Rental and Tenant’s parking rights as a resultno further force or effect.