Common use of Termination Right Clause in Contracts

Termination Right. Tenant shall have the right, subject to the provisions of this Section 42, to terminate this Lease (“Termination Right”) with respect to the entire original Premises only (and not any additional premises leased by Tenant pursuant to Section 39) as of expiration of the 60th month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date (“Final Notice Delivery Date”), and (ii) an early termination payment equal to the sum of (1) a termination fee in the amount of $2,000,000, plus (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b) (collectively, the “Early Termination Payment”). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the Early Termination Date. If Tenant timely and properly exercises the Termination Right and delivers the portion of the Early Termination Payment as required pursuant to this paragraph, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time periods provided in this paragraph, then, at Landlord’s option, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 42 shall have no further force or effect. In any case, if Tenant delivers a Termination Notice and the first 50% of the Early Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure. Notwithstanding anything to the contrary contained in this Section 42, if, prior to the Final Notice Delivery Date, Tenant exercises its Right of First Refusal with respect to one or more Identified Space, Tenant’s Termination Right shall be extended such that Tenant shall have the right to early terminate the Lease with respect to the original Premises only as of the expiration of the 60th month following the date that Tenant commences paying Base Rent and Operating Expenses for the most recently leased Identified Space, by delivery of (i) a Termination Notice to Landlord no less than 12 months in advance of the extended Early Termination Date, and (ii) the Early Termination Payment (which shall be equal to the sum of (1) $2,000,000 minus $33,333.33 for each full month after the original Early Termination Date until the extended Early Termination Date, and (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b)). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the extended Early Termination Date. For the avoidance of any doubt, in no event shall the extension of the date for the early termination of this Lease with respect to the original Premises as provided for in this paragraph result in any extension of the Base Term for the original Premises beyond its scheduled expiration in the absence of this paragraph.

Termination Right. Tenant shall have the right, subject to the provisions of this Section 42, to terminate this Lease (“Termination Right”) with respect to the entire original Premises only (and not any additional premises leased by Tenant pursuant to Section 39) as of expiration of the 60th month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date (“Final Notice Delivery Date”), and (ii) an early termination payment equal to the sum of (1) a termination fee in the amount of $2,000,000, plus (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b) (collectively, the “Early Termination Payment”). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the Early Termination Date. If Tenant timely and properly exercises the Termination Right and delivers the portion of the Early Termination Payment as required pursuant to this paragraph, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time periods provided in this paragraph, then, at Landlord’s option, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 42 shall have no further force or effect. In any case, if Tenant delivers a Termination Notice and the first 50% of the Early Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure. Notwithstanding anything to the contrary contained in this Section 42Lease, ifif Landlord, despite its diligent efforts, fails to cause Landlord’s Work to be Substantially Completed on or before July 1, 2026 (the "Work Termination Date"), as such Work Termination Date shall be extended day for day for each day Landlord is delayed in causing Landlord’s Work to be Substantially Completed as a result of delays due to Force Majeure and/or Tenant Delays, then either Landlord or Tenant may elect to terminate this Lease by delivering to the other party written termination notice on or prior to the Final Notice Delivery Datedate which is ten (10) days following the Work Termination Date (as may be so extended); provided, however, Tenant exercises its Right of First Refusal with respect may nullify any election by Landlord to one or more Identified Space, terminate this Lease by delivering written notice to Landlord (within ten (10) days after Tenant’s Termination Right receipt of Landlord’s termination notice), in which case, (i) Landlord’s obligation to provide further Delay Abatement shall be extended such that waived as of the termination date indicated in Landlord’s termination notice, and (ii) Tenant shall have the right to early terminate take over and complete Landlord’s Work at Landlord’s cost, plus a two percent (2%) supervision and administrative fee on such costs (except that Landlord’s total reimbursement obligation shall not exceed $500,000.00). Except for T▇▇▇▇▇'s abatement right in Section 2.2 above, the Lease with respect termination right afforded to the original Premises only as of the expiration of the 60th month following the date that Tenant commences paying Base Rent and Operating Expenses for the most recently leased Identified Space, by delivery of (i) a Termination Notice to Landlord no less than 12 months in advance of the extended Early Termination Date, and (ii) the Early Termination Payment (which under this Section 2.3 shall be equal Tenant's sole and exclusive remedy for Landlord's failure to the sum of (1) $2,000,000 minus $33,333.33 for each full month after the original Early Termination Date until the extended Early Termination Date, and (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b)). Tenant shall cause Landlord’s Work to be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord Substantially Completed on or before the extended Early Work Termination Date, as it may be extended as provided hereinabove. For Time is of the avoidance essence for the delivery of any doubtLandlord’s and T▇▇▇▇▇'s termination notice under this Section 2.3; accordingly, in if Landlord or Tenant fails to timely deliver such notice, then such party’s right to terminate this Lease shall expire and be of no event shall the extension further force or effect as of the date for the early such party fails to timely deliver such termination of this Lease with respect to the original Premises as provided for in this paragraph result in any extension of the Base Term for the original Premises beyond its scheduled expiration in the absence of this paragraphnotice.

Termination Right. Provided that Tenant shall have is not in monetary default (beyond any applicable notice and cure periods) under the right, subject to the provisions terms and conditions of this Section 42Lease or non-monetary default (beyond any applicable notice and cure periods) under the terms and conditions of this Lease as of the time of exercise of the “Termination Right” (as defined below), Landlord hereby grants to Tenant a right to terminate this Lease (the “Termination Right”) upon strict compliance with respect to the entire original Premises terms and conditions hereinafter set forth: (i) Tenant may only (and not any additional premises leased by Tenant pursuant to Section 39) exercise the Termination Right such that it is effective as of expiration of November 30, 2015 (the 60th month after the Commencement Date (“Early Termination Date”), so long as (ii) Tenant delivers to must provide Landlord (i) a with written notice (the “Termination Notice”)) not later than June 1, of its election 2015, that it intends to exercise its the Termination Right no less than 12 months in advance of and terminate the Early Lease upon the Termination Date (“Final Notice Delivery Date”), and (iiiii) Tenant shall include with the Termination Notice check made payable to Landlord, in an early termination payment amount equal to the sum of (1a) a termination fee in the amount of $2,000,000Landlord’s then “Unamortized Brokerage Commissions” (as defined below), plus plus, (2b) the unamortized amount of any outstanding Additional Landlord’s then “Unamortized Abated Rent” (as defined below) plus, (c) Landlord’s then “Unamortized Tenant Improvement Allowance with interest Allowance” (as provided in Section 4(bdefined below) (collectively, the “Early Termination Payment”). Landlord grants the Termination Right contained herein to Tenant shall be required to deliver to Landlord 50% in consideration of the Early Termination Payment concurrently with Tenant’s delivery to Landlord strict compliance with the provisions hereof, including, without limitation, the manner and time of the Termination Notice and shall be required to deliver the other 50% exercise of the Early Termination Payment to Landlord on or before the Early Termination Date. If Tenant timely and properly exercises the Termination Right and delivers the portion timely payment of the Early Termination Payment as required pursuant Payment. In the event of any failure by Tenant to this paragraph, Tenant shall vacate exercise the Premises and deliver possession thereof to Landlord Termination Right in the condition required by strict accordance with the terms and conditions set forth herein, it may be deemed, at the option of this Lease on or before Landlord, that Tenant has waived any right to exercise the Early Termination Date Right. Landlord and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time periods provided in this paragraph, then, at Landlord’s option, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 42 shall have no further force or effect. In any case, if Tenant delivers a Termination Notice and the first 50% of the Early Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure. Notwithstanding anything to the contrary contained in this Section 42, if, prior to the Final Notice Delivery Date, Tenant exercises its Right of First Refusal with respect to one or more Identified Space, Tenant’s Termination Right shall be extended such hereby agree that Tenant shall have the right to early terminate the Lease with respect to the original Premises only as of Termination Right available to Tenant, the expiration of the 60th month following the date that Tenant commences paying Base Rent and Operating Expenses for the most recently leased Identified Space, by delivery of (i) a Termination Notice to Landlord no less than 12 months in advance of the extended Early Termination Date, and (ii) the Early Termination Payment (which shall be equal to the sum of Two Hundred Twelve Thousand Five Hundred Sixty-Six and 59 /100 dollars (1) $2,000,000 minus $33,333.33 for each full month after the original Early Termination Date until the extended Early Termination Date, and (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b)). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the extended Early Termination Date. For the avoidance of any doubt, in no event shall the extension of the date for the early termination of this Lease with respect to the original Premises as provided for in this paragraph result in any extension of the Base Term for the original Premises beyond its scheduled expiration in the absence of this paragraph212,566.

Termination Right. Provided that an Event of Default does not exist under the Lease at the time Tenant shall have delivers its Cancellation Notice (as defined below), Tenant may terminate the right, subject to the provisions of this Section 42, to terminate this Lease (“Termination Right”) with respect to the entire original Premises only (and not any additional premises leased by Tenant pursuant to Section 39) effective as of expiration of October 31, 2019 (the 60th month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a by written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date (“Final Notice Delivery Date”), and (ii) an early termination payment equal to the sum of (1) a termination fee in the amount of $2,000,000, plus (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b) (collectively, the “Early Termination Payment”). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the Early Termination Date. If Tenant timely and properly exercises the Termination Right and delivers the portion of the Early Termination Payment as required pursuant to this paragraph, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have such termination given no further obligations under this Lease except for those accruing later than one year prior to the Early Termination Date and those which, pursuant to (the terms of this Lease, survive the expiration or early termination of this Lease“Cancellation Notice”). If Tenant does not deliver shall accompany its Cancellation Notice with payment to Landlord of a payment (the “Advance Termination Payment”) in an amount equal to Fifty Thousand Nine Hundred Seventy-Five and 46/100 Dollars ($50,975.46). A Cancellation Notice shall not be valid or effective unless the same is accompanied by the Advance Termination Payment. Provided that Tenant timely delivers the Cancellation Notice and the Early Advance Termination Payment within the time periods provided in this paragraphto Landlord, then, at Landlord’s option, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 42 shall have no further force or effect. In any case, if Tenant delivers a Termination Notice and the first 50% of the Early Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure. Notwithstanding anything to the contrary contained in this Section 42, if, prior to the Final Notice Delivery Date, Tenant exercises its Right of First Refusal with respect to one or more Identified Space, Tenant’s Termination Right shall be extended such that Tenant shall have the right to early terminate the Lease with respect to the original Premises only as of the expiration of the 60th month following the date that Tenant commences paying Base Rent and Operating Expenses for the most recently leased Identified Space, by delivery of (i) a Termination Notice to Landlord no less than 12 months in advance of this Lease shall terminate on the extended Early Termination Date, and (ii) notwithstanding the provisions of Section 2 of this Amendment, all references in the Lease to the “Expiration Date” shall be deemed to be the Early Termination Payment (which shall be equal Date. In addition to the sum of Advance Termination Payment, within sixty (160) $2,000,000 minus $33,333.33 for each full month days after the original Early Termination Date until the extended Early Termination Date, and (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b)). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord good faith calculation of (a) the Termination Notice and shall be required to deliver the other 50% amount of the Early Termination Payment to Landlord on or before the extended Early Termination Date. For the avoidance of any doubt, in no event shall the extension of the date for the early termination of this Lease Impositions incurred with respect to the original Premises as provided Building for in this paragraph result in any extension the one year period ending on the Early Termination Date and (b) the cost incurred by Tenant to provide the Property Policy coverage required under Section 1 of Schedule I of the Base Term for Lease, together with a payment in an amount equal to twenty-five percent (25%) of the original Premises beyond its scheduled expiration in amount of such Impositions and cost of the absence Property Policy. Tenant’s obligation to deliver such calculation and payment shall survive the termination of this paragraphthe Lease.

Termination Right. In any case where the Repair Estimate does not ----------------- give rise to Tenant's termination right as aforesaid (as well as any case where Tenant shall have the right, subject to the provisions of this Section 42, to terminate this Lease (“Termination Right”) with respect to the entire original Premises only (and does not any additional premises leased by Tenant pursuant to Section 39) as of expiration of the 60th month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election elect to exercise its Termination Right no less than 12 months in advance of the Early Termination Date (“Final Notice Delivery Date”termination right as aforesaid), and (ii) an early termination payment equal to the sum of (1) a termination fee in the amount of $2,000,000, plus (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b) (collectively, the “Early Termination Payment”). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the Early Termination Date. If Tenant timely and properly exercises the Termination Right and delivers the portion of the Early Termination Payment as required pursuant to this paragraph, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time periods provided in this paragraph, then, at Landlord’s option, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 42 shall have no further force or effect. In any case, if Tenant delivers a Termination Notice and the first 50% of the Early Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure. Notwithstanding anything to the contrary contained in this Section 42, if, prior to the Final Notice Delivery Date, Tenant exercises its Right of First Refusal with respect to one or more Identified Space, Tenant’s Termination Right shall be extended such that Tenant shall have the right to early terminate this Lease, if for any reason, Landlord's Restoration Work is not completed by the Lease with respect Outside Restoration Date (as defined below). Tenant may exercise the termination right described in the preceding sentence by delivering written notice thereof to Landlord at any time following the Outside Restoration Date and prior to the original Premises only date Landlord completes Landlord's Restoration Work; provided however, Landlord may nullify such termination notice if Landlord completes Landlord's Restoration Work within thirty (30) days after its receipt of such notice, in which case this Lease shall continue in full force and effect. If Tenant terminates this Lease as provided in this Section 10.F, then such termination shall be effective on the date specified in Tenant's notice of termination but no later than one hundred eighty (180) days after the date of such notice as if said date were the date fixed for the expiration of the 60th month Term. Any rent paid by Tenant for a period beyond the date of termination of this Lease or for any period of abatement shall promptly be refunded by Landlord to Tenant. For purposes of this Lease, the term "Outside Restoration Date", with respect to any fire or other casualty, shall mean the date which is the day following the date of the casualty plus the repair period set forth in the Repair Estimate; provided, however, that Tenant commences paying Base Rent and Operating Expenses the Outside Restoration Date shall be postponed by one day for the most recently leased Identified Spaceeach day that Landlord is actually delayed in completing such Landlord's Restoration Work as a result of one or more events of force majeure; provided, by delivery of further, however, that (i) the Outside Restoration Date shall not be postponed by more than thirty (30) days in the aggregate as a Termination Notice to result of events of force majeure, no matter how many days Landlord no less than 12 months is actually delayed in advance completing Landlord's Restoration Work as a result of the extended Early Termination Dateone or more events of force majeure, and (ii) Landlord shall not be deemed to have been actually delayed in completing the Early Termination Payment Landlord's Restoration Work by an event of force majeure unless, within five (which 5) days after such event of force majeure, Landlord shall have notified Tenant of such event of such event of force majeure and of the fact that the same is going to delay Landlord in completing the Landlord's Restoration Work. The provisions of this Paragraph 10 shall be equal to the sum considered an express agreement governing any case of (1) $2,000,000 minus $33,333.33 for each full month after the original Early Termination Date until the extended Early Termination Date, and (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b)). Tenant shall be required to deliver to Landlord 50% damage or destruction of the Early Termination Payment concurrently Building or the Premises by fire or other casualty and any law now or hereafter in force which is inconsistent with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the extended Early Termination Date. For the avoidance of any doubt, in no event shall the extension of the date for the early termination provisions of this Lease with respect to the original Premises as provided for in this paragraph result in any extension of the Base Term for the original Premises beyond its scheduled expiration in the absence of this paragraphParagraph 10 shall have no application.

Termination Right. Tenant shall have a one-time only option (the right, subject to the provisions of this Section 42, Termination Option) to terminate this Lease Lease, exercisable upon at least twelve (“Termination Right”12) with respect months prior written notice to the entire original Premises only (and not any additional premises leased by Tenant pursuant to Section 39) Landlord, which termination shall be effective as of expiration of September 30, 2021 (the 60th month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date (“Final Notice Delivery Date”), and (ii) an early termination payment equal to the sum of (1) a termination fee in the amount of $2,000,000, plus (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b) (collectively, the “Early Termination Payment”). Tenant shall be required pay to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord Landlord, upon its exercise of the Termination Notice Option, an amount equal to the monthly installments of Basic Rent, together with additional rent, including, without limitation, Tenants Proportionate Share of Component Charges and shall be required to deliver Taxes, for the other 50% of the Early Termination Payment to Landlord on or before eight (8) month period following the Early Termination Date. If Once Tenant timely and properly exercises shall exercise the Termination Right and delivers the portion of the Early Termination Payment as required pursuant to this paragraphOption, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and may not thereafter revoke such exercise. Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time periods provided in this paragraph, then, at Landlord’s option, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 42 shall have no further force or effect. In any case, if Tenant delivers a Termination Notice and the first 50% of the Early Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure. Notwithstanding anything to the contrary contained in this Section 42, if, prior to the Final Notice Delivery Date, Tenant exercises its Right of First Refusal with respect to one or more Identified Space, Tenant’s Termination Right shall be extended such that Tenant shall have the right to early terminate exercise the Termination Option at a time that (i) an Event of Default under the Lease with respect has occurred and is continuing, or (ii) an event for which Landlord has provided notice (to the original Premises only as of extent notice is required under the Lease) and/or which following the expiration of the 60th month following applicable cure period could become an Event of Default under the date that Tenant commences paying Base Rent Lease has occurred and Operating Expenses for is continuing; further, any exercise of the most recently leased Identified Space, by delivery of Termination Option shall be deemed null and void if (i) a Termination Notice to Landlord no less than 12 months in advance an Event of Default under the extended Early Termination DateLease has occurred and is continuing, and or (ii) the Early Termination Payment an event for which Landlord has provided notice (which shall be equal to the sum of (1extent notice is required under the Lease) $2,000,000 minus $33,333.33 for each full month after and/or which following the original Early Termination Date until the extended Early Termination Date, and (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b)). Tenant shall be required to deliver to Landlord 50% expiration of the Early Termination Payment concurrently with Tenant’s delivery to Landlord applicable cure period could become an Event of Default under the Termination Notice Lease has occurred and shall be required to deliver is continuing on the other 50% of the Early Termination Payment to Landlord on or before the extended Early Termination Date. For Tenants failure to timely exercise the avoidance Termination Option for any reason whatsoever shall conclusively be deemed a waiver of any doubt, such Termination Option. The Termination Option is not transferable; the parties hereto acknowledge and agree that they intend the aforesaid rights to terminate the Lease to be personal to Tenant and that in no event shall any assignee (except an assignee to whom the extension Lease has been assigned pursuant to a Permitted Transfer, as defined in Section 9.8 of the date for the early termination of this Lease with respect Lease, or an assignee pursuant to the original Premises as provided for in this paragraph result in any extension an assignment which has been consented to by Landlord under Article 9 of the Base Term for Lease) or sublessee exercise the original Premises beyond its scheduled expiration in the absence of this paragraphaforesaid option.

Termination Right. Tenant During the Term, if Sublessor is unable to accommodate Sublessee's expansion needs within the Building, if any, with space that is adjacent to or in close proximity to the Subleased Premises and subject to Sublessee's reasonable approval or if Sublessor and Sublessee fail to reach agreement after Sublessor notifies Sublessee that certain Expansion Space has become available, then Sublessee shall have the right, subject to the provisions of this Section 42, a one time right to terminate this Lease Sublease on the date that is twenty-seven (“Termination Right”27) with respect to the entire original Premises only (and not any additional premises leased by Tenant pursuant to Section 39) as of expiration of the 60th month months after the Commencement Date (“the "Early Termination Date”"), so long as Tenant delivers to Landlord (i) a provided that Sublessee provides Sublessor with written notice given at least six (“Termination Notice”), of its election 6) months prior to exercise its Termination Right no less than 12 months in advance of the Early Termination Date (“Final Notice Delivery Date”), and (ii) an early termination payment equal to the sum of (1) a termination fee in the amount of $2,000,000, plus (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b) (collectively, the “Early Termination Payment”). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the Early Termination Date. If Tenant timely and properly exercises the Termination Right and delivers the portion of the Early Termination Payment as required pursuant Sublessee elects to terminate this paragraphSublease in accordance with this ▇▇▇▇▇▇▇▇▇ ▇▇, Tenant ▇▇▇▇▇▇▇▇▇ shall vacate the Premises and deliver possession thereof pay to Landlord in the condition required by the terms of this Lease Sublessor on or before the Early Termination Date an amount equal to all unamortized transactions costs (including reasonable attorneys' fees, brokerage commissions and Tenant the cost of Sublessor's Work, but excluding the free rent) with respect to this Sublease plus one month's Rent, which amount shall have no further obligations under not exceed $70,000.00. Sublessor shall, within sixty (60) days following the Commencement Date hereof, deliver a statement to Sublessee certifying to Sublessee all actual out-of-pocket transaction costs relating to this Lease except for those accruing prior to Sublease. In the event of such election by Sublessee, this Sublease shall terminate on the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and as if the Early Termination Payment within Date were the time periods provided in this paragraph, then, at Landlord’s option, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 42 shall have no further force or effect. In any case, if Tenant delivers a Termination Notice and the first 50% of the Early Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure. Notwithstanding anything to the contrary contained in this Section 42, if, prior to the Final Notice Delivery Date, Tenant exercises its Right of First Refusal with respect to one or more Identified Space, Tenant’s Termination Right shall be extended such that Tenant shall have the right to early terminate the Lease with respect to the original Premises only as of the expiration of the 60th month following the date that Tenant commences paying Base Rent and Operating Expenses for the most recently leased Identified Space, by delivery of (i) a Termination Notice to Landlord no less than 12 months in advance of the extended Early Termination Date, and (ii) the Early Termination Payment (which shall be equal to the sum of (1) $2,000,000 minus $33,333.33 for each full month after the original Early Termination Expiration Date until the extended Early Termination Date, and (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b)). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the extended Early Termination Date. For the avoidance of any doubt, in no event shall the extension of the date for the early termination of this Lease with respect to the original Premises as provided for in this paragraph result in any extension of the Base Term for the original Premises beyond its scheduled expiration in the absence of this paragraphhereof.

Termination Right. Tenant If Lessee (or a Permitted Assignee of Lessee) and Lessor (or Menlo Park Portfolio II, LLC, hereinafter referred to as “MPP”) fully execute and deliver a lease (or leases) for space consisting of no less than a total amount of ninety thousand (90,000) rentable square feet of space in a building or buildings identified on Schedule 1 attached hereto (the "Expansion Lease"), upon further terms mutually acceptable to each party in each party's sole and absolute discretion, then Lessee has a one-time right to elect to terminate the Lease by delivering written notice to Lessor (the "Termination Notice") concurrently with or prior to Lessee's delivery of the executed Expansion Lease to Lessor (or MPP, but Lessee’s notice shall have be conditioned upon Lessor’s or MPP’s execution and delivery of the rightExpansion Lease to Lessee), subject which termination shall be effective as of the commencement date of the Expansion Lease (the "Termination Date"), and shall be without the payment of any termination penalty or fee by Lessee. Provided that Lessee timely elects to terminate the provisions of Lease in accordance with this Section 427, to the Lease shall automatically terminate this Lease (“and be of no further force or effect, and Lessor and Lessee shall be relieved of their respective obligations under the Lease, as of the Termination Right”) Date, except with respect to those obligations set forth in the entire original Premises only (Lease that specifically survive the expiration or earlier termination of the Lease, including, without limitation, Lessee’s obligation to pay Rent and all amounts owed by Lessee under the Lease, and to perform all other lease obligations for the period up to the Termination Date. Lessee’s right to terminate shall be conditioned upon Lessee not any additional premises leased by Tenant pursuant to Section 39) as of being in default, after expiration of applicable notice and cure periods, under the 60th month after Lease on the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date (“Final Notice Delivery Date”), and (ii) an early termination payment equal to the sum of (1) a termination fee in the amount of $2,000,000, plus (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b) (collectively, the “Early Termination Payment”). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of date Lessee provides the Termination Notice and shall be required to deliver or the other 50% of the Early Termination Payment to Landlord on or before the Early Termination Date. If Tenant timely and properly exercises the Termination Right and delivers the portion Lessee does not exercise its termination right concurrently with or prior to Lessee’s delivery of the Early Termination Payment as required pursuant executed Expansion Lease to this paragraphLessor (or MPP), Tenant then Lessee’s termination right shall vacate the Premises expire automatically and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time periods provided in this paragraph, then, at Landlord’s option, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 42 shall have no further force or effecteffect without necessity of notice or other action by Lessor. In Lessee acknowledges and agrees that this provision does not provide Lessee with any caseright or preferential right to lease space in any building identified on Schedule 1, if Tenant delivers a Termination Notice including without limitation, any rights of first refusal, rights of first offer or other rights to lease such space. Additionally, Lessor does not guarantee any availability of space in any building identified on Schedule 1 and the first 50% of the Early Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure. Notwithstanding anything to the contrary contained in this Section 42, if, prior to the Final Notice Delivery Date, Tenant exercises its Right of First Refusal with respect to one or more Identified Space, Tenant’s Termination Right shall be extended such that Tenant shall have Lessor retains the right to early terminate the Lease with respect renovate, demolish or otherwise modify any existing buildings identified on Schedule 1 prior to the original Premises only as execution of the expiration of the 60th month following the date that Tenant commences paying Base Rent and Operating Expenses for the most recently leased Identified Space, by delivery of (i) a Termination Notice to Landlord no less than 12 months in advance of the extended Early Termination Date, and (ii) the Early Termination Payment (which shall be equal to the sum of (1) $2,000,000 minus $33,333.33 for each full month after the original Early Termination Date until the extended Early Termination Date, and (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b)). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the extended Early Termination Date. For the avoidance of any doubt, in no event shall the extension of the date for the early termination of this Lease with respect to the original Premises as provided for in this paragraph result in any extension of the Base Term for the original Premises beyond its scheduled expiration in the absence of this paragraphExpansion Lease.

Termination Right. Tenant shall have If Lessee desires expansion space anytime after the right, subject to the provisions of this Section 42, to terminate this Lease (“Termination Right”) with respect to the entire original Premises only (and not any additional premises leased by Tenant pursuant to Section 39) as of expiration fifth year of the 60th month after lease term and requests the Commencement Date space by giving Lessor six (“Early Termination Date”), so long as Tenant delivers to Landlord (i6) a months prior written notice (“Termination the "Expansion Space Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date (“Final Notice Delivery Date”), ") and (ii) an early termination payment equal to the sum of (1) a termination fee in the amount of $2,000,000, plus (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b) (collectively, the “Early Termination Payment”). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to Lessor cannot deliver the other 50% of the Early Termination Payment to Landlord requested expansion space on or before the Early Termination Date. If Tenant timely and properly exercises the Termination Right and delivers the portion end of the Early Termination Payment as required pursuant six (6) month notice period, Lessee may terminate this lease with a ninety day written notice to this paragraphLessor and payment of unamortized leasing commissions and tenant finish out costs (using a 10% interest, Tenant principal balance only due at that time). Lessor shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease give Lessee written notice on or before six (6) months after actual receipt of the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration Expansion Space Notice notifying Lessee whether Lessor can or early termination of this Lease. If Tenant does cannot deliver the expansion space requested in the Expansion Space Notice, along with a certified lease expiration and option schedule to Landlord the Termination Notice and the Early Termination Payment within the time periods provided confirm such space will or will not be available. Anything in this paragraph, then, at Landlord’s option, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 42 shall have no further force or effect. In any case, if Tenant delivers a Termination Notice and the first 50% of the Early Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure. Notwithstanding anything 2 to the contrary contained notwithstanding, in the event Lessor does not give Lessee written notice on or before six (6) months after actual receipt of the Expansion Space Notice notifying Lessee that Lessor can or cannot deliver the expansion space requested in the Expansion Space Notice, along with a certified lease expiration and option schedule to confirm such space will or will not be available, Lessee may terminate this Lease upon written notice to Lessor. In the event Lessor gives Lessee proper and timely written notice that space will not be available, Lessee shall, as a condition to the exercise of Lessee's right of termination set forth in this Section 422, ifshow Lessor a fully executed valid lease agreement signed by ▇▇▇▇▇▇ and proposed Lessor, prior to the Final Notice Delivery Date, Tenant exercises its Right of First Refusal with respect to one or more Identified Space, Tenant’s Termination Right shall be extended such that Tenant shall have the right to early terminate the Lease with respect to the original Premises only as of the expiration of the 60th month following the date that Tenant commences paying Base Rent and Operating Expenses for the most recently leased Identified Space, by delivery of (i) a Termination Notice to Landlord no less than 12 months in advance of the extended Early Termination Date, and (ii) the Early Termination Payment (which shall be equal to the sum of (1) $2,000,000 minus $33,333.33 for each full month after the original Early Termination Date until the extended Early Termination Date, and (2) the unamortized an amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b)). Tenant shall be required space approximately equivalent to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the extended Early Termination Date. For the avoidance of any doubt, in no event shall the extension of the date for the early termination of this Lease with respect to the original Premises as provided for in this paragraph result in any extension of the Base Term for the original Premises beyond its scheduled expiration in the absence of this paragraph▇▇▇▇▇▇'s then current square footage plus requested expansion space.

Termination Right. Tenant shall have the right, subject hereby grants to the provisions of this Section 42, Landlord an ongoing right to terminate this the Lease with respect to all or any full floor of the Premises, which right may be exercised on multiple occasions during the remaining Lease Term (the “Landlord Termination Right”) with respect to ). Landlord shall exercise the entire original Premises only (and Landlord Termination Right by delivering not any additional premises leased by Tenant pursuant to Section 39) as of expiration of the 60th month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a less than 90- days prior written notice to Tenant (the “Termination Notice”), of its election to exercise its which Termination Right no less than 12 months in advance Notice shall indicate (i) the full floor or floors of the Early Termination Date Premises as to which Landlord is electing to terminate the Lease (the “Final Notice Delivery DateTerminated Space”), and (ii) an early the elected date of termination payment equal (the “Termination Date”) which Termination Date shall not be less than 90-days nor more than twelve (12) months after the date of delivery of the Termination Notice. If Landlord exercises the Landlord Termination Right as provided above, then the Lease shall terminate and be of no further force or effect with respect to the sum Terminated Space as of (1) a termination fee in the amount of $2,000,000Termination Date, plus (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b) (collectively, the “Early Termination Payment”). and Landlord and Tenant shall be relieved of their respective obligations under the Lease with respect to the Terminated Space, except those obligations under the Lease which expressly survive the expiration or earlier termination of the Lease (including, without limitation, the payment by Tenant of all amounts owed by Tenant under the Lease with respect to the Terminated Space through and including the Termination Date). Without limiting the generality of the foregoing, ▇▇▇▇▇▇ shall vacate and surrender possession of the Terminated Space to Landlord on or before such Termination Date in the condition otherwise required to deliver to Landlord 50% be vacated and surrendered at the end of the Early Termination Payment concurrently with Tenant’s delivery Lease Term. In the event Tenant fails to Landlord of so surrender the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment Terminated Space to Landlord on or before the Early Termination Date. If Tenant timely and properly exercises the Termination Right and delivers the portion of the Early Termination Payment as required pursuant to this paragraph, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time periods provided in this paragraph, then, at Landlord’s option, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 42 shall have no further force or effect. In any case, if Tenant delivers a Termination Notice and the first 50% of the Early Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure. Notwithstanding anything to the contrary contained in this Section 42, if, prior to the Final Notice Delivery Date, Tenant exercises its Right of First Refusal with respect to one or more Identified Space, Tenant’s Termination Right shall be extended such that Tenant shall have the right to early terminate the Lease with respect to the original Premises only as of the expiration of the 60th month following the date that Tenant commences paying Base Rent and Operating Expenses for the most recently leased Identified Space, by delivery of (i) a Termination Notice to Landlord no less than 12 months in advance of the extended Early Termination Date, the holdover provisions of Article 16 of the Office Lease shall apply (it being understood and (ii) the Early Termination Payment (which shall agreed that any holdover rent for purposes of Terminated Space will be equal to the sum of (1) $2,000,000 minus $33,333.33 for each full month after the original Early Termination Date until the extended Early Termination Datebased upon, and (2) limited to, the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b)). Tenant shall be required to deliver to Landlord 50% rentable square footage of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the extended Early Termination Date. For the avoidance of any doubt, in no event shall the extension of the date for the early termination of this Lease with respect to the original Premises as provided for in this paragraph result in any extension of the Base Term for the original Premises beyond its scheduled expiration in the absence of this paragraphTerminated Space).

Termination Right. Tenant Each of (i), (ii) and (iii) shall have operate independently and each shall entitle Seller to terminate this Agreement, as follows: (i) If the rightInitial Independent Consideration Amount is not paid by Buyer to Seller by the Initial by the time set forth therefor in Section 3(b)(i) of this Agreement, subject then this Agreement shall terminate upon Seller giving notice thereof to Buyer; (ii) If the Second Independent Consideration Amount is not paid by Buyer to Seller by the Initial by the time set forth therefor in Section 3(b)(ii) of this Agreement, then this Agreement shall terminate upon Seller giving notice thereof to Buyer; and (iii) If any of Buyer’s Contingencies not be met by the Initial Outside Date, and Seller so informs Seller, Buyer may, by written notice to Seller, terminate this Agreement unless Buyer has paid to Seller the Initial Independent Consideration Amount and the Second Independent Consideration Amount. If any of Buyer’s Contingencies not be met by the Second Outside Date, and Seller so informs Seller, Buyer may, by written notice to Seller, terminate this Agreement. If this Agreement so terminated, then (except to the provisions extent expressly allocated to one party hereto by this Agreement) any escrow, title or other cancellation fees shall be paid by Buyer, unless Seller is in default hereunder, in which case Seller shall pay all such fees. If the Agreement has not been terminated pursuant to (i) or (ii) of this Section 42, to terminate 6(b) and Buyer has neither terminated this Lease (“Termination Right”) with respect to the entire original Premises only (and not any additional premises leased by Tenant pursuant to Section 39) as of expiration of the 60th month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice Agreement in writing (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of ) on or before 5:00 p.m. on the Early Termination Date Monday preceding the scheduled Closing (“Final Termination Notice Delivery DateDeadline”), and (ii) an early termination payment equal to the sum of (1) a termination fee in the amount of $2,000,000, plus (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b) (collectively, the “Early Termination Payment”). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenantthen all such Buyer’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the Early Termination Date. If Tenant timely and properly exercises the Termination Right and delivers the portion of the Early Termination Payment as required pursuant to this paragraph, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time periods provided in this paragraph, then, at Landlord’s option, Tenant Contingencies shall be deemed to have waived been satisfied and this Agreement shall continue pursuant to its Termination Right and the provisions of this Section 42 shall have no further force or effectterms. In any case, if Tenant delivers If Buyer has not delivered a Termination Notice and as the first 50% of the Early Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements items set forth in connection with such failure. Notwithstanding anything to the contrary contained in this Section 42, ifSections 6(a)(i)-(xi) inclusive, prior to the Final Termination Notice Delivery DateDeadline, Tenant exercises its Right of First Refusal with respect such Buyer’s Contingencies shall be deemed to have been satisfied. If this Agreement is terminated, then (except to the extent expressly allocated to one party hereto by this Agreement) any escrow, title or more Identified Space, Tenant’s Termination Right other cancellation fees shall be extended paid by Buyer, unless Seller is in default hereunder, in which case Seller shall pay all such that Tenant fees. In addition, Seller shall have the right to early terminate this Agreement in the Lease with respect to event the original Premises only as sale of the expiration of Real Property does not close by the 60th month following the date that Tenant commences paying Base Rent and Operating Expenses for the most recently leased Identified Spacetime required hereunder ((b) (4) , by delivery of (isubject to Section 18(h) a Termination Notice to Landlord no less than 12 months in advance of the extended Early Termination Date, and (ii) the Early Termination Payment (which shall be equal to the sum of (1) $2,000,000 minus $33,333.33 for each full month after the original Early Termination Date until the extended Early Termination Date, and (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(bhereof)). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the extended Early Termination Date. For the avoidance of any doubt, in no event shall the extension of the date for the early termination of this Lease with respect to the original Premises as provided for in this paragraph result in any extension of the Base Term for the original Premises beyond its scheduled expiration in the absence of this paragraph.

Termination Right. If the Expansion Premises Commencement Date has not occurred on or before the Outside EP Termination Date, as hereinafter defined, then Tenant shall have the right, subject option to the provisions of this Section 42, to terminate this Lease (“Termination Right”) with respect to the entire original Premises only (and not any additional premises leased by Tenant pursuant to Section 39) as of expiration of the 60th month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date (“Final Notice Delivery Date”), and (ii) an early termination payment equal to the sum of (1) a termination fee in the amount of $2,000,000, plus (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b) (collectively, the “Early Termination Payment”). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the Early Termination Date. If Tenant timely and properly exercises the Termination Right and delivers the portion of the Early Termination Payment as required pursuant to this paragraph, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time periods provided in this paragraph, then, at Landlord’s option, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 42 shall have no further force or effect. In any case, if Tenant delivers a Termination Notice and the first 50% of the Early Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure. Notwithstanding anything to the contrary contained in this Section 42, if, prior to the Final Notice Delivery Date, Tenant exercises its Right of First Refusal with respect to one or more Identified Space, Tenant’s Termination Right shall be extended such that Tenant shall have the right to early terminate the Lease with respect to the original Expansion Premises only as of only, which shall be exercisable by a written termination notice given on or after the expiration of the 60th month following Outside EP Termination Date but before the date that Tenant commences paying Base Rent and Operating Expenses for the most recently leased Identified Space, by delivery of (i) a Termination Notice to Landlord no less than 12 months in advance of Expansion Premises Commencement Date occurs. If the extended Early Termination Date, and (ii) the Early Termination Payment (which shall be equal to the sum of (1) $2,000,000 minus $33,333.33 for each full month after the original Early Termination Expansion Premises Commencement Date until the extended Early Termination Date, and (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b)). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord occurs on or before the extended Early Termination Datethirtieth (30th) day after Landlord receives such termination notice, Tenant’s termination notice shall be deemed to be void and of no force or effect. For If the avoidance Expansion Premises Commencement Date does not occur on or before such thirtieth (30th) day, then as of any doubtsuch thirtieth (30th) day Tenant’s termination notice shall be effective and this Lease shall terminate with respect to the Expansion Premises and shall be of no further force or effect, in no event shall the extension and, except for (i) provisions of the date for the early Lease which are intended to survive termination of this the Lease with respect to the original Expansion Premises as provided for in this paragraph result in any extension (e.g., indemnification provisions applicable during Tenant’s early access of the Base Term for Expansion Premises) and (ii) Tenant’s right to remove any equipment and other improvements described in Section 1.c.(iii) below, neither party shall have any further obligation to the original other party with respect to the Expansion Premises. For the purposes hereof, the “Outside EP Termination Date” shall be defined as five (5) months after the Anticipated EP Commencement Date, provided however, that the Outside EP Termination Date shall be extended by the length of any delays in Landlord’s ability to deliver the Expansion Premises beyond its scheduled expiration arising from delay by Force Majeure, which shall not include the failure of the Existing Tenant and/or Existing Subtenant to timely vacate the Expansion Premises in accordance with the absence of this paragraphExisting Lease.

Termination Right. Tenant Seller has made a data site accessible through URL address [xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx xxxxxxxxxx] (the “Data Room”) available to Buyer. Buyer shall have the Review Period (and, subject to the provisions below and in the Access Agreement, thereafter until the Closing Date if Buyer does not elect to terminate this Agreement) to conduct, at Buyer’s sole cost and expense, Buyer’s inspection and review of the physical condition of the Property and all other examinations, evaluations, analyses, appraisals, inspections, reviews of files and documents, testing, studies, investigations and other reasonable matters relating to the Property, the Interests, 1001 Brickell Companies and Yacht Club Owner, which Seller shall make available in the Data Room (the “Property Investigation”), subject to the terms of the Access Agreement as incorporated herein pursuant to Section 4(b) hereof. After the Review Period, Buyer shall have the right (subject to the terms of the Access Agreement as incorporated herein pursuant to Section 4(b) hereof) to access the Property to perform non-invasive visual inspections of the Property upon not less than two (2) Business Days’ prior notice to Seller, provided that Buyer shall use commercially reasonable efforts to minimize interference with the use, occupancy or enjoyment rights of any Tenants of any portion of the Property and any such Tenant’s employees, contractors, customers or guests. At any time before the expiration of the Review Period, Buyer shall have the right, subject to the provisions of this Section 42in its sole and absolute discretion, to terminate this Lease Agreement, for any reason whatsoever or for no reason, by giving written notice to Seller of Buyer’s election to terminate this Agreement (“Termination Right”) with respect to the entire original Premises only (and not any additional premises leased by Tenant pursuant to Section 39) as of expiration of the 60th month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Buyer’s Termination Notice”), of its election to exercise its which Buyer’s Termination Right no less than 12 months in advance Notice may be sent by email without the need for personal or overnight delivery. If Buyer timely gives a Buyer’s Termination Notice, then Buyer shall receive a return of the Early Deposit, this Agreement shall terminate and no party to this Agreement shall have any further rights, duties, obligations or liabilities under this Agreement, except for those rights, duties, obligations and liabilities that are expressly stated to survive the termination of this Agreement. If Buyer fails to timely give Seller a Buyer’s Termination Date Notice as provided above, then (“Final Notice Delivery Date”i) Buyer shall no longer have any right to terminate this Agreement under this Section 4(a), and (ii) an early termination payment equal to the sum of (1) a termination fee in the amount of $2,000,000, plus (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest except as provided in Section 4(b) (collectively, the “Early Termination Payment”). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the Early Termination Date. If Tenant timely and properly exercises the Termination Right and delivers the portion of the Early Termination Payment as required pursuant to this paragraph, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time periods otherwise expressly provided in this paragraphAgreement, then, at Landlord’s option, Tenant the Deposit shall be deemed non-refundable to have waived its Termination Right Buyer and Buyer and Seller shall be bound to consummate the provisions of this Section 42 shall have no further force or effect. In any case, if Tenant delivers a Termination Notice and the first 50% of the Early Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure. Notwithstanding anything to the contrary contained transactions described in this Section 42, if, prior to the Final Notice Delivery Date, Tenant exercises its Right of First Refusal with respect to one or more Identified Space, Tenant’s Termination Right shall be extended such that Tenant shall have the right to early terminate the Lease with respect to the original Premises only as of the expiration of the 60th month following the date that Tenant commences paying Base Rent and Operating Expenses for the most recently leased Identified Space, by delivery of (i) a Termination Notice to Landlord no less than 12 months in advance of the extended Early Termination Date, and (ii) the Early Termination Payment (which shall be equal to the sum of (1) $2,000,000 minus $33,333.33 for each full month after the original Early Termination Date until the extended Early Termination Date, and (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b)). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the extended Early Termination DateAgreement. For the avoidance of any doubt, in no event shall the extension of the date for the early any termination of this Lease with respect Agreement by Buyer under this Section 4(a) shall be a termination as to the original Premises as provided for in all of Seller’s and Buyer’s rights under this paragraph result in any extension of the Base Term for the original Premises beyond its scheduled expiration in the absence of this paragraphAgreement.

Termination Right. Tenant If Lessee gives written notice to Lessor between June 1, 2012 and July 31, 2012 (the exact date is referred to hereafter as the “notice date”) of Lessee’s bona fide need for additional space in the Building, specifying the number of rentable square feet that Lessee needs and if Lessor is not able to agree to accommodate Lessee’s additional space needs in the Building prior to January 31, 2013 because such additional space in the Building is not available for lease, provided Lessee is not in default beyond applicable notice and cure periods as of the notice date, or on the effective date of termination specified hereafter, subject to Paragraph 14(b)(4)(A), Lessee shall have the right, subject to the provisions of this Section 42, one time right to terminate this the Lease (“Termination Right”) with respect to the entire original Premises only (and not any additional premises leased by Tenant pursuant to Section 39) as of expiration of the 60th month after the Commencement Date (“Early Termination Date”)effective January 31, so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”)2013, of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date (“Final Notice Delivery Date”), and (ii) an early termination payment equal to the sum of (1) a by giving written notice of termination fee in the amount of $2,000,000to Lessor between June 1, plus (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b) (collectively2012 and July 31, the “Early Termination Payment”). Tenant shall be required to deliver to Landlord 50% 2012, time being of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the Early Termination Date. If Tenant timely and properly exercises the Termination Right and delivers the portion of the Early Termination Payment as required pursuant to this paragraph, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time periods provided in this paragraph, then, at Landlord’s option, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 42 shall have no further force or effect. In any case, if Tenant delivers a Termination Notice and the first 50% of the Early Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure. Notwithstanding anything to the contrary contained in this Section 42, if, prior to the Final Notice Delivery Date, Tenant exercises its Right of First Refusal with respect to one or more Identified Space, Tenant’s Termination Right shall be extended such that Tenant shall have the right to early terminate the Lease with respect to the original Premises only as of the expiration of the 60th month following the date that Tenant commences paying Base Rent and Operating Expenses for the most recently leased Identified Space, by delivery of (i) a Termination Notice to Landlord no less than 12 months in advance of the extended Early Termination Date, and (ii) the Early Termination Payment (which shall be equal to the sum of (1) $2,000,000 minus $33,333.33 for each full month after the original Early Termination Date until the extended Early Termination Dateessence, and (2) concurrently with giving such notice of termination, Lessee shall pay to Lessor by bank cashier’s check a termination fee equal to the unamortized amount total of any outstanding three (3) months of Monthly Base Rent for the Existing Premises and the Expansion Premises at the rates in effect on the effective date of termination, plus Lessee’s Share of Additional Tenant Improvement Allowance with interest Rent (Operating Expenses and Taxes) due, if any, prorated as provided in Section 4(b)). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery effective date of termination. If Lessee timely exercises its termination right as set forth herein and Lessee pays to Landlord Lessor the amounts at the time specified, the Lease shall terminate as of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the extended Early Termination Date. For the avoidance of any doubtJanuary 31, in no event shall the extension of the date for the early termination of this Lease with respect to the original Premises as provided for in this paragraph result in any extension of the Base Term for the original Premises beyond its scheduled expiration 2013 in the absence same manner as if the Lease had terminated in accordance with its terms, except for Lessee’s obligations to pay to Lessor the termination fee and the prorated Additional Rent. Lessor shall respond to Lessee’s request to lease additional space in writing within ten (10) calendar days after Lessor’s receipt of this paragraphLessee’s notice. Lessor shall advise Lessee in Lessor’s written response whether or not Lessor is able to accommodate Lessee’s additional space needs.

Termination Right. Tenant shall have the right, subject Subject to the provisions terms and conditions set forth in this Article 34, effective as of this Section 42, to terminate this first day of the sixty-first (61st) month of the initial Lease (“Termination Right”) with respect to the entire original Premises Term only (and not any additional premises leased by Tenant pursuant to Section 39) as of expiration of the 60th month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers shall have the one-time option (the “Termination Option”) to terminate the entire Lease (but not any portion of the Lease), upon the following terms and conditions; if the following terms and conditions are not timely and completely satisfied, then the Termination Option shall be null and void with no further force and effect: (a) Tenant shall give Landlord (i) a written notice (the “Termination Notice”), ) of its Tenant’s election to exercise its the Termination Right Option at least 180 days prior to the Termination Date; (b) There shall exist no less than 12 months in advance of material monetary or material nonmonetary default under the Early Lease (beyond any applicable notice and cure period) on the date Landlord receives the Termination Date Notice or on the Termination Date; and (“Final Notice Delivery Date”), and (iic) Tenant shall pay to Landlord an early termination payment amount equal to the sum of (1) a termination fee in the amount of $2,000,000, plus (2i) the unamortized amount of any outstanding Additional Tenant Improvement Allowance and (ii) the unamortized leasing commissions paid or payable by Landlord in connection with this Lease, which each shall be amortized over the initial Term of the Lease beginning on the Commencement Date and ending on the originally scheduled Expiration Date, plus interest as provided in Section 4(baccruing at ten percent (10%) beginning on the date of disbursement (collectively, the “Early Termination PaymentFee”). Tenant The Termination Fee shall be required to deliver payable by Tenant to Landlord 50% within ten (10) days of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the Early Termination Date. If Tenant timely and properly exercises the Termination Right and delivers the portion of the Early Termination Payment as required pursuant to this paragraphLandlord, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Leaseimmediately available funds. If Tenant does not deliver timely pay any portion of the Termination Fee to Landlord the Termination Notice and the Early Termination Payment within the time periods provided in this paragraphas set forth herein, then, at Landlord’s option, in addition to all other rights and remedies of Landlord, (i) the Termination Option (and Termination Notice) shall be null and void with no force and effect, and this Lease shall continue in full force and effect as if Tenant had not elected to terminate this Lease and as if this Article 34 did not exist, and/or (ii) Tenant shall be deemed to have waived in material default under this Lease, without any notice and/or cure period, and Landlord may pursue all of its available rights and remedies in connection therewith. In the event Tenant timely and properly exercises the Termination Right and Option, the provisions term of this Section 42 Lease shall have no further force or effect. In any case, if Tenant delivers a Termination Notice and the first 50% terminate effective as of the Early Termination Payment Date, Basic Rental and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default all other monetary obligations under this Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure. Notwithstanding anything to the contrary contained in this Section 42, if, prior to the Final Notice Delivery Date, Tenant exercises its Right of First Refusal with respect to one or more Identified Space, Tenant’s Termination Right shall be extended such that Tenant shall have the right to early terminate the Lease with respect to the original Premises only paid through and apportioned as of the expiration of the 60th month following the date that Tenant commences paying Base Rent and Operating Expenses for the most recently leased Identified Space, by delivery of (i) a Termination Notice to Landlord no less than 12 months in advance of the extended Early Termination Date, and (ii) neither Landlord nor Tenant shall have any rights, liabilities or obligations accruing under the Early Termination Payment (which shall be equal to the sum of (1) $2,000,000 minus $33,333.33 for each full month Lease after the original Early Termination Date until the extended Early Termination Date, except for such rights and liabilities which, by the terms of the Lease are obligations of the Tenant or Landlord which expressly survive the expiration of this Lease. The Termination Option shall automatically terminate and become null and void upon (2X) the unamortized amount failure of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b)). Tenant shall be required to deliver timely or properly exercise the Termination Option; or (Y) Tenant’s right to Landlord 50% possession of the Early Termination Payment concurrently with Tenant’s delivery Premises being terminated prior to Landlord the exercise of the Termination Notice Option. The Termination Option shall be personal to the Original Tenant, and shall only be required to deliver applicable during the other 50% initial Lease Term (i.e., the Termination Option shall not exist during any extension or renewal of the Early Termination Payment to Landlord on or before the extended Early Termination Datelease Term). For the avoidance of any doubt, in no event shall the extension Time is of the date for the early termination of this Lease essence with respect to the original Premises as provided for every deadline set forth in this paragraph result in any extension of the Base Term for the original Premises beyond its scheduled expiration in the absence of this paragraphArticle 34.

Termination Right. In the event Landlord has failed to cause the Delivery Date to occur on or before (i) April 1, 2017, if Tenant utilizes ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as the Contractor or (i) June 15, 2017, if Tenant utilizes any other Contractor (the “Termination Outside Delivery Date”, which date, shall have the rightbe extended by virtue of Force Majeure Delay (as defined in Section 1.6.4 below), subject and any Tenant Delay (as defined in Section 1.6.3 below)), then Tenant may deliver a notice to the provisions of this Section 42, Landlord (a “Termination Notice”) electing to terminate this Lease effective upon the date occurring five (“Termination Right”5) with respect to the entire original Premises only (and not any additional premises leased business days following receipt by Tenant pursuant to Section 39) as of expiration of the 60th month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date (“Final Notice Delivery Date”), and (ii) an early termination payment equal to the sum of (1) a termination fee in the amount of $2,000,000, plus (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b) (collectively, the “Early Termination Payment”). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and (the “Termination Effective Date”). The Termination Notice must be delivered by Tenant to Landlord, if at all, not earlier than the Termination Outside Delivery Date (as the same may be extended by Force Majeure Delay or Tenant Delay) nor later than fifteen (15) business days after the Termination Outside Delivery Date. The effectiveness of any such Termination Notice delivered by Tenant to Landlord shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the Early Termination Date. If Tenant timely and properly exercises the Termination Right and delivers the portion of the Early Termination Payment as required pursuant to this paragraph, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required governed by the terms of this Lease on or before the Early Termination Date and Tenant shall have no further obligations under this Lease except for those accruing prior to the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this LeaseSection 1.6. 1. If Tenant does not deliver to Landlord the Termination Notice and the Early Termination Payment within the time periods provided in this paragraph, then, at Landlord’s option, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 42 shall have no further force or effect. In any case, if Tenant delivers a Termination Notice and the first 50% of the Early Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraphLandlord, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Lease and then Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure. Notwithstanding anything to the contrary contained in this Section 42, if, prior to the Final Notice Delivery Date, Tenant exercises its Right of First Refusal with respect to one or more Identified Space, Tenant’s Termination Right shall be extended such that Tenant shall have the right to early terminate suspend the Lease with respect occurrence of the Termination Effective Date for a period ending thirty (30) days after the Termination Effective Date by delivering written notice to Tenant, prior to the original Premises only as Termination Effective Date, that, in Landlord’s reasonable, good faith judgment, the Delivery Date will occur within thirty (30) days after the Termination Effective Date. If the Delivery Date occurs within such thirty (30) day suspension period, then the Termination Notice shall be of no force or effect, but if the Delivery Date does not occur within such thirty (30) day suspension period, then this Lease shall terminate upon the expiration of the 60th month following the date that Tenant commences paying Base Rent such thirty (30) day suspension period. Upon any termination as set forth in this Section 1.6.1, Landlord and Operating Expenses for the most recently leased Identified Space, by delivery of (i) a Termination Notice to Landlord no less than 12 months in advance of the extended Early Termination Date, and (ii) the Early Termination Payment (which shall be equal to the sum of (1) $2,000,000 minus $33,333.33 for each full month after the original Early Termination Date until the extended Early Termination Date, and (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b)). Tenant shall be required relieved from any and all liability to deliver each other resulting hereunder except that Landlord shall return to Landlord 50% of Tenant any prepaid rent and the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the extended Early Termination Date. For the avoidance of any doubt, in no event shall the extension of the date for the early termination of this Lease with respect to the original Premises as provided for in this paragraph result in any extension of the Base Term for the original Premises beyond its scheduled expiration in the absence of this paragraph.L-C.

Termination Right. Provided that an Event of Default does not exist under the Lease at the time Tenant shall have delivers its Cancellation Notice (as defined below), Tenant may terminate the right, subject to the provisions of this Section 42, to terminate this Lease (“Termination Right”) with respect to the entire original Premises only (and not any additional premises leased by Tenant pursuant to Section 39) effective as of expiration of October 31, 2019 (the 60th month after the Commencement Date (“Early Termination Date”), so long as Tenant delivers to Landlord (i) a by written notice (“Termination Notice”), of its election to exercise its Termination Right no less than 12 months in advance of the Early Termination Date (“Final Notice Delivery Date”), and (ii) an early termination payment equal to the sum of (1) a termination fee in the amount of $2,000,000, plus (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b) (collectively, the “Early Termination Payment”). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the Early Termination Date. If Tenant timely and properly exercises the Termination Right and delivers the portion of the Early Termination Payment as required pursuant to this paragraph, Tenant shall vacate the Premises and deliver possession thereof to Landlord in the condition required by the terms of this Lease on or before the Early Termination Date and Tenant shall have such termination given no further obligations under this Lease except for those accruing later than one year prior to the Early Termination Date and those which, pursuant to (the terms of this Lease, survive the expiration or early termination of this Lease“Cancellation Notice”). If Tenant does not deliver shall accompany its Cancellation Notice with payment to Landlord of a payment (the “Advance Termination Payment”) in an amount equal to Forty-Seven Thousand Two Hundred Eighty-Three and 90/100 Dollars ($47,283.90). A Cancellation Notice shall not be valid or effective unless the same is accompanied by the Advance Termination Payment. Provided that Tenant timely delivers the Cancellation Notice and the Early Advance Termination Payment within the time periods provided in this paragraphto Landlord, then, at Landlord’s option, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 42 shall have no further force or effect. In any case, if Tenant delivers a Termination Notice and the first 50% of the Early Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure. Notwithstanding anything to the contrary contained in this Section 42, if, prior to the Final Notice Delivery Date, Tenant exercises its Right of First Refusal with respect to one or more Identified Space, Tenant’s Termination Right shall be extended such that Tenant shall have the right to early terminate the Lease with respect to the original Premises only as of the expiration of the 60th month following the date that Tenant commences paying Base Rent and Operating Expenses for the most recently leased Identified Space, by delivery of (i) a Termination Notice to Landlord no less than 12 months in advance of this Lease shall terminate on the extended Early Termination Date, and (ii) notwithstanding the provisions of Section 2 of this Amendment, all references in the Lease to the “Expiration Date” shall be deemed to be the Early Termination Payment (which shall be equal Date. In addition to the sum of Advance Termination Payment, within sixty (160) $2,000,000 minus $33,333.33 for each full month days after the original Early Termination Date until the extended Early Termination Date, and (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b)). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord good faith calculation of (a) the Termination Notice and shall be required to deliver the other 50% amount of the Early Termination Payment to Landlord on or before the extended Early Termination Date. For the avoidance of any doubt, in no event shall the extension of the date for the early termination of this Lease Impositions incurred with respect to the original Premises as provided Building for in this paragraph result in any extension the one year period ending on the Early Termination Date and (b) the cost incurred by Tenant to provide the Property Policy coverage required under Section 1 of Schedule I of the Base Term for Lease, together with a payment in an amount equal to twenty-five percent (25%) of the original Premises beyond its scheduled expiration in amount of such Impositions and cost of the absence Property Policy. Tenant’s obligation to deliver such calculation and payment shall survive the termination of this paragraphthe Lease.

Termination Right. Tenant During the Term, if Sublessor is unable to accommodate Sublessee’s expansion needs within the Building, if any, with space that is adjacent to or in close proximity to the Subleased Premises and subject to Sublessee’s reasonable approval or if Sublessor and Sublessee fail to reach agreement after Sublessor notifies Sublessee that certain Expansion Space has become available, then Sublessee shall have the right, subject to the provisions of this Section 42, a one time right to terminate this Lease Sublease on the date that is twenty-seven (“Termination Right”27) with respect to the entire original Premises only (and not any additional premises leased by Tenant pursuant to Section 39) as of expiration of the 60th month months after the Commencement Date (the “Early Termination Date”), so long as Tenant delivers to Landlord (i) a provided that Sublessee provides Sublessor with written notice given at least six (“Termination Notice”), of its election 6) months prior to exercise its Termination Right no less than 12 months in advance of the Early Termination Date (“Final Notice Delivery Date”), and (ii) an early termination payment equal to the sum of (1) a termination fee in the amount of $2,000,000, plus (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b) (collectively, the “Early Termination Payment”). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the Early Termination Date. If Tenant timely and properly exercises the Termination Right and delivers the portion of the Early Termination Payment as required pursuant Sublessee elects to terminate this paragraphSublease in accordance with this ▇▇▇▇▇▇▇▇▇ ▇▇, Tenant ▇▇▇▇▇▇▇▇▇ shall vacate the Premises and deliver possession thereof pay to Landlord in the condition required by the terms of this Lease Sublessor on or before the Early Termination Date an amount equal to all unamortized transactions costs (including reasonable attorneys’ fees, brokerage commissions and Tenant the cost of Sublessor’s Work, but excluding the free rent) with respect to this Sublease plus one month’s Rent, which amount shall have no further obligations under not exceed $70,000.00. Sublessor shall, within sixty (60) days following the Commencement Date hereof, deliver a statement to Sublessee certifying to Sublessee all actual out-of-pocket transaction costs relating to this Lease except for those accruing prior to Sublease. In the event of such election by Sublessee, this Sublease shall terminate on the Early Termination Date and those which, pursuant to the terms of this Lease, survive the expiration or early termination of this Lease. If Tenant does not deliver to Landlord the Termination Notice and as if the Early Termination Payment within Date were the time periods provided in this paragraph, then, at Landlord’s option, Tenant shall be deemed to have waived its Termination Right and the provisions of this Section 42 shall have no further force or effect. In any case, if Tenant delivers a Termination Notice and the first 50% of the Early Termination Payment and subsequently fails to deliver the second 50% of the Early Termination Payment as required pursuant to this paragraph, such failure to deliver the second 50% of the Early Termination Payment shall constitute a Default under this Lease and Landlord may exercise any and all rights and remedies available to Landlord under this Lease and applicable Legal Requirements in connection with such failure. Notwithstanding anything to the contrary contained in this Section 42, if, prior to the Final Notice Delivery Date, Tenant exercises its Right of First Refusal with respect to one or more Identified Space, Tenant’s Termination Right shall be extended such that Tenant shall have the right to early terminate the Lease with respect to the original Premises only as of the expiration of the 60th month following the date that Tenant commences paying Base Rent and Operating Expenses for the most recently leased Identified Space, by delivery of (i) a Termination Notice to Landlord no less than 12 months in advance of the extended Early Termination Date, and (ii) the Early Termination Payment (which shall be equal to the sum of (1) $2,000,000 minus $33,333.33 for each full month after the original Early Termination Expiration Date until the extended Early Termination Date, and (2) the unamortized amount of any outstanding Additional Tenant Improvement Allowance with interest as provided in Section 4(b)). Tenant shall be required to deliver to Landlord 50% of the Early Termination Payment concurrently with Tenant’s delivery to Landlord of the Termination Notice and shall be required to deliver the other 50% of the Early Termination Payment to Landlord on or before the extended Early Termination Date. For the avoidance of any doubt, in no event shall the extension of the date for the early termination of this Lease with respect to the original Premises as provided for in this paragraph result in any extension of the Base Term for the original Premises beyond its scheduled expiration in the absence of this paragraphhereof.