Common use of Expansion Option Clause in Contracts

Expansion Option. (a) Subject to the provisions of this Section 26, Subtenant shall have the continuous and ongoing right of first option to lease Available Additional Space (defined herein) on the terms and conditions hereinafter set forth (the “Expansion Option”). If at any time or times during the Sublease Term Sublessor desires to market any space in the Building for sublease to any entity that is not a Sublessor Affiliate (as hereafter defined) (“Available Additional Space”), and provided that (i) Subtenant is not in default beyond any applicable notice and cure period set forth herein for curing such default, (ii) Sublessor does not elect to allow the then-existing subtenant occupying the Available Additional Space to extend the term of its sublease (whether or not pursuant to an option contained in such sublease), (iii) Subtenant has not assigned or sublet all or any portion of the Sublet Premises and (iv) there remains, as of the Expansion Space Sublease Commencement Date, at least one (1) year in the Sublease Term, then, prior to entering into a letter of intent with a prospective subtenant, Sublessor shall send written notice to Subtenant informing it that such space will become available for sublease (the “Availability Notice”). The Availability Notice shall specify (i) the effective date (the “Expansion Space Sublease Commencement Date”) that such space will become available for sublease and occupancy, and (ii) the base rent (including escalations), and the base year for Operating Expenses and Real Estate Tax Expenses (which shall be determined in accordance with the provisions of this Section 26, including (i) and (ii) below) (collectively the “Economic Terms”) that Sublessor proposes for the subletting of such Available Additional Space to Subtenant. Space on the sixth (6th) floor of the Building, which Sublessor is currently marketing for sublease, shall not be considered “Available Additional Space” until after the initial subleasing of the sixth (6th) floor. If the Expansion Space Sublease Commencement Date for any sublease of Available Additional Space to Subtenant occurs (i) during the first Sublease Year, then the Annual Base Subrent and Additional Subrent (including the Operating Expenses Base Year and Real Estate Tax Expenses Base Year) shall be the then-escalated amounts (on a per rentable square foot basis), and (ii) after the first Sublease Year, then the Annual Base Subrent and Additional Subrent shall be the fair market value Annual Base Subrent and Additional Subrent, as determined by Sublessor in its good faith judgment, which fair market value shall (x) be calculated as if the term of the sublease for the Available Additional Space were five (5) years, regardless of the actual time remaining in the Sublease Term and (y) shall mean the fair market rental rate per square foot of rentable area of the Sublet Premises that would be agreed upon between a landlord and a tenant executing a lease in a comparable building of comparable age located in Arlington, Virginia, assuming the following: (A) the landlord and tenant are typically motivated; (B) the landlord and tenant are well informed and well advised and each is acting in what it considers its own best interest; (C) the leased premises are fit for immediate occupancy and use “as is” and no work is required to be done by the landlord (and that the tenant would not require any additional tenant work or reconfiguration of the existing tenant work); (D) market rents then being charged for comparable space in other similar office buildings in comparable locations; and (E) all other relevant factors. For purposes of this Sublease, (i) a “

Expansion Option. (a) Subject to the provisions rights of this Section 26the existing tenant thereof and its successors and assigns (IRI) and to the first refusal rights of a presently existing tenant of the Building and its successors and assigns (Merck), Subtenant Tenant shall have the continuous and ongoing right of first option to lease Available Additional Space (defined herein) on add to the terms and conditions hereinafter set forth (Demised Premises the “Expansion Option”). If at any time or times during the Sublease Term Sublessor desires to market any space in entire LE portion of Level 1 of the Building for sublease to any entity that is not a Sublessor Affiliate (as hereafter defined"LE") (“Available Additional Space”), and provided that (i) Subtenant is not in default beyond any applicable notice and cure period set forth herein for curing such default, (ii) Sublessor does not elect to allow the then-existing subtenant occupying the Available Additional Space to extend the term of its sublease (whether or not pursuant to an option contained in such sublease), (iii) Subtenant has not assigned or sublet all or any portion of the Sublet Premises and (iv) there remains, as of the Expansion Space Sublease Commencement Date, at least one (1) year in the Sublease Term, then, prior to entering into a letter of intent with a prospective subtenant, Sublessor shall send written notice to Subtenant informing it that such space will become available for sublease (the “Availability Notice”). The Availability Notice shall specify (i) the effective date (the “Expansion Space Sublease Commencement Date”) that such space will become available for sublease and occupancy, and (ii) the base rent (including escalations), and the base year for Operating Expenses and Real Estate Tax Expenses (which shall be determined in accordance with the provisions of this Section 26Section. At such time as Landlord determines that LE will become available to Tenant, including (ii.e., IRI and Merck did not exercise their options, and in no event prior to eighteen (18) and months before LE becomes available for occupancy by Tenant), Landlord shall so notify Tenant (iithe "Availability Notice), such notice to include the date upon which LE shall become available (the "Availability Date"), Tenant shall thereafter have thirty-five (35) below) (collectively days within which to notify Landlord whether it desires to add LE to the “Economic Terms”) Demised Premises. If Tenant notifies Landlord within such period that Sublessor proposes for it desires to add LE to the subletting Demised Premises, LE shall become a part of such Available Additional Space to Subtenant. Space the Demised Premises on the sixth (6th) floor of the Building, which Sublessor is currently marketing Availability Date. The Base Rent per square foot for sublease, shall not be considered “Available Additional Space” until after the initial subleasing of the sixth (6th) floor. If the Expansion Space Sublease Commencement Date for any sublease of Available Additional Space to Subtenant occurs (i) during the first Sublease Year, then the Annual Base Subrent and Additional Subrent (including the Operating Expenses Base Year and Real Estate Tax Expenses Base Year) LE shall be the then-escalated amounts (on a per rentable square foot basis), and (ii) after same as the first Sublease Year, then the Annual Base Subrent and Additional Subrent shall be the fair market value Annual Base Subrent and Additional Subrent, as determined by Sublessor in its good faith judgment, which fair market value shall (x) be calculated as if the term of the sublease for the Available Additional Space were five (5) years, regardless of the actual time remaining in the Sublease Term and (y) shall mean the fair market rental rate Rent per square foot of rentable area for the original Demised Premises pursuant to this Lease, and Tenant's proportionate share of the Sublet Premises that would Building shall be agreed upon between appropriately adjusted with respect to its obligations for Additional Rent. LE shall be delivered to Tenant on the Availability Date in its then "AS IS" condition, broom clean, vacant and free of tenants, occupants and rights of possession. If Tenant fails to exercise the within option within thirty-five (35) days after its receipt of the Availability Notice, Landlord shall be free for a landlord and a tenant executing period of one year after the Availability Date to enter into a lease in a comparable building of comparable age located in Arlington, Virginia, assuming the following: (A) the landlord and tenant are typically motivated; (B) the landlord and tenant are well informed and well advised and each is acting in what it considers LE to any third party or to occupy LE itself for its own best interest; (C) business purposes. If Landlord has not leased or occupied LE within that period, its shall be obligated to reoffer LE to Tenant with another Availability Notice in accordance with the leased premises are fit for immediate occupancy and use “as is” and procedure described above. In no work is required event shall this option extend to be done by less than the landlord (and that the tenant would not require any additional tenant work or reconfiguration entire LE. If LE becomes part of the existing tenant work); (D) market rents then being charged for comparable space in other similar office buildings in comparable locations; Demised Premises, Tenant's renewal options under Article 41 shall apply to the expanded Demised Premises, and (E) all other relevant factors. For purposes the parties shall enter into an appropriate Amendment to this Lease to reflect the expansion of this Sublease, (i) a “the Demised Premises.

Expansion Option. Provided that Sublandlord has exercised its option ---------------- under the Master Lease for the rental of such space, (awhich Sublandlord agrees to do (so long as it is entitled to do so under the terms of the Master Lease) Subject in the event that Subtenant elects to exercise its option on the Expansion Premises under this Section 23), Subtenant may expand the Subleased Premises to include all or any part of the fifty thousand (50,000) square feet located on the first floor of the Building and adjacent to the provisions initial Subleased Premises (the "Expansion Premises"), on the same terms and conditions as the initial Subleased Premises (except for the rental of this Section 26such space), by providing written notice of Subtenant's election to so expand to Sublandlord on or before the expiration of the third full lease year of the Initial Term. Upon Subtenant's exercise of its right to expand, Sublandlord shall (i) cause structural work comparable to the Structural Work to be performed in the Expansion Premises to Subtenant's reasonable satisfaction, and (ii) use its best efforts to make available to Subtenant a tenant improvement allowance in the amount of $140.00 per square foot of the Expansion Premises. In the event that Sublandlord is unable, despite its reasonable best efforts, to perform the foregoing obligations, Subtenant shall have the continuous right to terminate this Sublease; provided, however, upon such termination Subtenant shall pay to Sublandlord an amount equal to the unamortized principal balance, at the time of such termination, of the tenant improvement bond financing used to fund the TI Work. Any Expansion Premises leased by Subtenant shall be deemed to be included within the term Subleased Premises as used herein and ongoing right any annual rent and additional rent due in connection therewith shall be deemed to be included within the terms Annual Rent and Additional Rent as used herein; provided, however, that Annual Rent for such space shall be as provided in Section 3 of first option to lease Available Additional Space (defined herein) this Sublease. Such rent shall commence on the first day following the completion of the Structural Work and the TI Work for the Expansion Premises. Excluding the distinctions in rent, all terms and conditions hereinafter set forth (of this Sublease applicable to the “Expansion Option”). If at any time or times during the Sublease Term Sublessor desires to market any space in the Building for sublease Subleased Premises shall be applicable to any entity that is not a Sublessor Affiliate (as hereafter defined) (“Available Additional Space”), and provided that (i) Subtenant is not in default beyond any applicable notice and cure period set forth herein for curing such default, (ii) Sublessor does not elect to allow the then-existing subtenant occupying the Available Additional Space to extend the term of its sublease (whether or not pursuant to an option contained in such sublease), (iii) Subtenant has not assigned or sublet all or any portion of the Sublet Premises and (iv) there remains, as of the Expansion Space Sublease Commencement Date, at least one (1) year in the Sublease Term, then, prior to entering into a letter of intent with a prospective subtenant, Sublessor shall send written notice to Subtenant informing it that such space will become available for sublease (the “Availability Notice”). The Availability Notice shall specify (i) the effective date (the “Expansion Space Sublease Commencement Date”) that such space will become available for sublease and occupancy, and (ii) the base rent (including escalations), and the base year for Operating Expenses and Real Estate Tax Expenses (Premises which shall be determined in accordance with the provisions of this Section 26, including (i) and (ii) below) (collectively the “Economic Terms”) that Sublessor proposes for the subletting of such Available Additional Space to are leased by Subtenant. Space on the sixth (6th) floor of the Building, which Sublessor is currently marketing for sublease, shall not be considered “Available Additional Space” until after the initial subleasing of the sixth (6th) floor. If the Expansion Space Sublease Commencement Date for any sublease of Available Additional Space to Subtenant occurs (i) during the first Sublease Year, then the Annual Base Subrent and Additional Subrent (including the Operating Expenses Base Year and Real Estate Tax Expenses Base Year) shall be the then-escalated amounts (on a per rentable square foot basis), and (ii) after the first Sublease Year, then the Annual Base Subrent and Additional Subrent shall be the fair market value Annual Base Subrent and Additional Subrent, as determined by Sublessor in its good faith judgment, which fair market value shall (x) be calculated as if the term of the sublease for the Available Additional Space were five (5) years, regardless of the actual time remaining in the Sublease Term and (y) shall mean the fair market rental rate per square foot of rentable area of the Sublet Premises that would be agreed upon between a landlord and a tenant executing a lease in a comparable building of comparable age located in Arlington, Virginia, assuming the following: (A) the landlord and tenant are typically motivated; (B) the landlord and tenant are well informed and well advised and each is acting in what it considers its own best interest; (C) the leased premises are fit for immediate occupancy and use “as is” and no work is required to be done by the landlord (and that the tenant would not require any additional tenant work or reconfiguration of the existing tenant work); (D) market rents then being charged for comparable space in other similar office buildings in comparable locations; and (E) all other relevant factors. For purposes of this Sublease, (i) a “.

Expansion Option. (a) Subject Sublessee shall be permitted to accelerate the Commencement Date as to each Phase of the Subleased Premises at the then current Base Rent under this Sublease in affect at such time, provided that such Phase is not being occupied, subleased, licensed or otherwise used by Sublessor in accordance with this Sublease and Sublessor has no intention to use, license or sublease such Phase prior to the scheduled Commencement Date for such Phase set forth in Paragraph 3.A above. If a Commencement Date as to a Phase is accelerated in accordance with the foregoing, Sublessor shall be permitted to require Sublessee to enter into an amendment of this Sublease to amend the Base Rent schedule in Paragraph 4.A and other applicable provisions of this Section 26Sublease herein to reflect such acceleration. If, Subtenant shall have the continuous and ongoing right of first option to lease Available Additional Space (defined herein) on the terms and conditions hereinafter set forth (the “Expansion Option”). If at any time or times during the Sublease Term Term, Sublessor desires elects to market any space in the Building for sublease to any entity that is not a Sublessor Affiliate (as hereafter defined) (“Available Additional Space”), and provided that (i) Subtenant is not in default beyond any applicable notice and cure period set forth herein for curing such default, (ii) Sublessor does not elect to allow the thenan unaffiliated third-existing subtenant occupying the Available Additional Space to extend the term of its sublease (whether or not pursuant to an option contained in such sublease), (iii) Subtenant has not assigned or sublet party all or any portion of the Sublet Phase III Premises and or Phase IV Premises (iv) there remainsthe “ROFR Space”), Sublessee shall have the right of first refusal to accelerate the Commencement Date of this Sublease as to such ROFR Space in accordance with the terms of this Paragraph. On a receipt of any bona fide third party offer with respect to the Expansion ROFR Space Sublease Commencement Date, at least one that Sublessor intends to accept (1) year in the Sublease Term, then, prior to entering into a letter of intent with a prospective subtenant“Third Party Offer”), Sublessor shall send written deliver to Sublessee notice that Sublessor intends to Subtenant informing it that accept such space will become available for sublease offer (the “Availability Offer Notice”). The Availability Sublessee shall have seven (7) business days after Sublessor’s delivery of the Offer Notice to deliver written notice to Sublessor of Sublessee’s election to accelerate the Commencement Date as to such ROFR Space identified in the Offer Notice to the commencement date specified in the Third Party Offer. Failure by Sublessee to timely deliver a notice to Sublessor shall specify (i) the effective date (the “Expansion Space Sublease Commencement Date”) that constitute a refusal. Upon such space will become available for sublease and occupancyrefusal, and (ii) the base rent (including escalations), and the base year for Operating Expenses and Real Estate Tax Expenses (which Sublessee shall be determined free to sublease the ROFR Space described in accordance with the provisions of this Section 26, including (i) Third Party Offer to the party making the Third Party Offer or any other party on any terms and (ii) below) (collectively the “Economic Terms”) conditions that Sublessor proposes for elects and thereafter Sublessee shall have no further right of first refusal with respect to such ROFR Space; provided, however, such refusal shall not affect Sublessee’s right and obligation to add the subletting of such Available Additional ROFR Space to Subtenant. Space the Subleased Premises on the sixth (6th) floor of the Building, which Sublessor is currently marketing for sublease, shall not be considered “Available Additional Space” until after the initial subleasing of the sixth (6th) floor. If the Expansion Space Sublease applicable Commencement Date for any sublease of Available Additional Space to Subtenant occurs (i) during the first Sublease Year, then the Annual Base Subrent and Additional Subrent (including the Operating Expenses Base Year and Real Estate Tax Expenses Base Year) shall be the then-escalated amounts (on a per rentable square foot basis), and (ii) after the first Sublease Year, then the Annual Base Subrent and Additional Subrent shall be the fair market value Annual Base Subrent and Additional Subrent, as determined by Sublessor in its good faith judgment, which fair market value shall (x) be calculated as if the term of the sublease for the Available Additional Space were five (5) years, regardless of the actual time remaining in the Sublease Term and (y) shall mean the fair market rental rate per square foot of rentable area of the Sublet Premises that would be agreed upon between a landlord and a tenant executing a lease in a comparable building of comparable age located in Arlington, Virginia, assuming the following: (A) the landlord and tenant are typically motivated; (B) the landlord and tenant are well informed and well advised and each is acting in what it considers its own best interest; (C) the leased premises are fit for immediate occupancy and use “as is” and no work is required to be done by the landlord (and that the tenant would not require any additional tenant work or reconfiguration of the existing tenant work); (D) market rents then being charged for comparable space in other similar office buildings in comparable locations; and (E) all other relevant factors. For purposes of this Sublease, (i) a “such Phase.

Expansion Option. (a) Subject to the provisions of this Section 26, Subtenant Lessee shall have the continuous and ongoing a right of first option to lease Available Additional Space (defined herein) on the terms and conditions hereinafter set forth (the “Expansion Option”). If at any time or times anytime during the Sublease Term Sublessor desires to market any space in the Building for sublease to any entity that is not a Sublessor Affiliate (as hereafter defined) (“Available Additional Space”), and provided that (i) Subtenant is not in default beyond any applicable notice and cure period set forth herein for curing such default, (ii) Sublessor does not elect to allow the then-existing subtenant occupying the Available Additional Space to extend the term of its sublease (whether or not pursuant the Lease to an option contained in such sublease), (iii) Subtenant has not assigned or sublet all or expand into any portion of the Sublet building lying adjacent to the Premises which is not then occupied and not subject to any lease or active lease proposal then being negotiated by Lessor and a prospective tenant (iv“Expansion Space”). Lessee’s lease of such Expansion Space shall be upon the same terms and conditions as Lessee’s lease of the original Premises hereunder, except that Lessee shall take such Expansion Space and it’s then “as is” condition without any obligation on part of Lessor to make improvements thereto. In the event Lessee so desires to take any such Expansion Space, Lessee shall provide Lessor thirty (30) there remainsdays prior written notice of its election to take such Expansion Space. Accordingly, the rent commencement for such Expansion Space shall be that date which thirty (30) days is following the date of Lessee’s notice to Lessor of its election to take such Expansion Space. Upon Lessee’s election to so take such Expansion Space, Lessor and Lessee shall enter into an amendment to this Lease acknowledging the incorporation of the subject Expansion Space into the Premises. Following such time as Lessor and Lessee enter into such amendment acknowledging the incorporation of the Expansion Space Sublease Commencement Dateinto the Premises, at least one (1) year in the Sublease Term, then, prior to entering into a letter of intent with a prospective subtenant, Sublessor Lessor shall send written notice to Subtenant informing it that such space will become available for sublease (the “Availability Notice”). The Availability Notice shall specify (i) the effective date (the “Expansion Space Sublease Commencement Date”) that such space will become available for sublease and occupancy, and (ii) the base rent (including escalations), and the base year for Operating Expenses and Real Estate Tax Expenses (which shall be determined in accordance with the provisions of this Section 26, including (i) and (ii) below) (collectively the “Economic Terms”) that Sublessor proposes for the subletting of such Available Additional Space to Subtenant. Space on the sixth (6th) floor of the Building, which Sublessor is currently marketing for sublease, shall not be considered “Available Additional Space” until after the initial subleasing of the sixth (6th) floor. If make the Expansion Space Sublease Commencement Date available to Lessee for any sublease its build out of Available Additional such Expansion Space. Lessee’s lease of the Expansion Space to Subtenant occurs (i) during the first Sublease Year, then the Annual Base Subrent and Additional Subrent (including the Operating Expenses Base Year and Real Estate Tax Expenses Base Year) shall be coterminous with the then-escalated amounts (on a per rentable square foot basis), and (ii) after the first Sublease Year, then the Annual Base Subrent and Additional Subrent shall be the fair market value Annual Base Subrent and Additional Subrent, as determined by Sublessor in its good faith judgment, which fair market value shall (x) be calculated as if the term lease of the sublease for the Available Additional Space were five (5) years, regardless of the actual time remaining in the Sublease Term and (y) shall mean the fair market rental rate per square foot of rentable area of the Sublet Premises that would be agreed upon between a landlord and a tenant executing a lease in a comparable building of comparable age located in Arlington, Virginia, assuming the following: (A) the landlord and tenant are typically motivated; (B) the landlord and tenant are well informed and well advised and each is acting in what it considers its own best interest; (C) the leased premises are fit for immediate occupancy and use “as is” and no work is required to be done by the landlord (and that the tenant would not require any additional tenant work or reconfiguration of the existing tenant work); (D) market rents then being charged for comparable space in other similar office buildings in comparable locations; and (E) all other relevant factors. For purposes of this Sublease, (i) a “original Premises.

Expansion Option. (a) Subject to Master Lessor’s consent, provided that no default after expiration of the provisions of this Section 26applicable cure period has occurred and no default exists on such notice date as to which Sublessor has delivered notice to Sublessee, Subtenant Sublessee shall have the continuous and ongoing right of first option to lease Available Additional Space (defined herein) on the terms and conditions hereinafter set forth (the “Expansion Option”) to expand the Subleased Premises under this Sublease to include one of the portions of the second floor of the Premises shown on Exhibit D hereto (the “Expansion Premises”) on the Commencement Date by providing written notice to Sublessor exercising such option prior to April 30, 2023, which notice to be valid must designate the applicable portion of the Expansion Premises shown on Exhibit D that Sublessee desires to sublease (the “Applicable Space”). If at any time or times during Sublessee properly exercises the Sublease Term Sublessor desires to market any space in Expansion Option, as of the Building for sublease to any entity that is not a Sublessor Affiliate (as hereafter defined) (“Available Additional Space”)Commencement Date, and provided that (i) Subtenant is not references in default beyond any applicable notice and cure period set forth herein for curing such defaultthis Sublease to the Subleased Premises shall be deemed to include the Applicable Space, (ii) Sublessor does not elect to allow Base Rent under this Sublease shall be increased on a pro rata basis (at the then-existing subtenant occupying same per square foot rental rate) based on the Available Additional Space to extend additional rentable square footage of the term of its sublease (whether or not pursuant to an option contained in such sublease)Applicable Space, as reasonably determined by Sublessor, (iii) Subtenant has not assigned or sublet all or any portion Sublessee’s Pro Rata Share as set forth in Paragraph 4(B) above shall be increased based on the additional rentable square footage of the Sublet Applicable Space, (iv) the amount of the Security Deposit required hereunder shall be increased by an amount equal to the last three (3) months of Base Rent for the Expansion Premises and (ivv) there remainsshall be no additional Allowance. Notwithstanding the foregoing, as Sublessee’s right to sublease any Expansion Premises that, taken with the initial Subleased Premises and any other portions of the Expansion Space Sublease Commencement DatePremises that are subleased, at least one would cause fifty percent (150%) year in or more of the Sublease Term, then, prior Premises to entering into a letter be subleased for more than fifty percent (50%) of intent with a prospective subtenant, Sublessor shall send written notice to Subtenant informing it that such space will become available for sublease (the “Availability Notice”). The Availability Notice shall specify (i) the effective date (the “Expansion Space Sublease Commencement Date”) that such space will become available for sublease and occupancy, and (ii) the base rent (including escalations), and the base year for Operating Expenses and Real Estate Tax Expenses (which remaining Lease Term shall be determined in accordance with the provisions conditioned upon Master Lessor’s waiver of this its rights under Section 26, including (i) and (ii) below) (collectively the “Economic Terms”) that Sublessor proposes for the subletting of such Available Additional Space to Subtenant. Space on the sixth (6th) floor 14.4 of the Building, which Sublessor is currently marketing for sublease, shall not be considered “Available Additional Space” until after the initial subleasing of the sixth (6th) floor. If the Expansion Space Sublease Commencement Date for any sublease of Available Additional Space to Subtenant occurs (i) during the first Sublease Year, then the Annual Base Subrent and Additional Subrent (including the Operating Expenses Base Year and Real Estate Tax Expenses Base Year) shall be the then-escalated amounts (on a per rentable square foot basis), and (ii) after the first Sublease Year, then the Annual Base Subrent and Additional Subrent shall be the fair market value Annual Base Subrent and Additional Subrent, as determined by Sublessor in its good faith judgment, which fair market value shall (x) be calculated as if the term of the sublease for the Available Additional Space were five (5) years, regardless of the actual time remaining in the Sublease Term and (y) shall mean the fair market rental rate per square foot of rentable area of the Sublet Premises that would be agreed upon between a landlord and a tenant executing a lease in a comparable building of comparable age located in Arlington, Virginia, assuming the following: (A) the landlord and tenant are typically motivated; (B) the landlord and tenant are well informed and well advised and each is acting in what it considers its own best interest; (C) the leased premises are fit for immediate occupancy and use “as is” and no work is required to be done by the landlord (and that the tenant would not require any additional tenant work or reconfiguration of the existing tenant work); (D) market rents then being charged for comparable space in other similar office buildings in comparable locations; and (E) all other relevant factors. For purposes of this Sublease, (i) a “Master Lease.

Expansion Option. Sublessor shall, from time to time, promptly give ---------------- Sublessee written notice of any space within the Leased Premises that Sublessor is not occupying or which Sublessor intends to vacate, and said notice shall specify the period of time that Sublessor intends to keep such space vacant (athe "Vacancy Period"). Following receipt of such notice, Sublessee may, at its sole -------------- discretion, exercise its Expansion Option for all or a portion of the unoccupied Leased Premises, or the space to be so vacated by Sublessor, as the case may be, by delivering written notice (the "Expansion Notice") Subject to Sublessor at least 30 ---------------- days prior to the provisions expiration of this Section 26the Vacancy Period. In the Expansion Notice, Subtenant Sublessee shall have specify which additional portion or portions of the continuous and ongoing right Leased Premises (the "Additional Subleased Premises") it desires to occupy as part of first option ----------------------------- the Subleased Premises. Sublessor shall sublease to lease Available Sublessee the Additional Space (defined herein) on Subleased Premises upon the terms and conditions hereinafter set forth (the “Expansion Option”). If at any time or times during the Sublease Term Sublessor desires to market any space in the Building for sublease to any entity that is not a Sublessor Affiliate (as hereafter defined) (“Available Additional Space”), and provided that (i) Subtenant is not in default beyond any applicable notice and cure period set forth herein for curing such default, (ii) Sublessor does not elect to allow the then-existing subtenant occupying the Available Additional Space to extend the term of its sublease (whether or not pursuant to an option contained in such sublease), (iii) Subtenant has not assigned or sublet all or any portion of the Sublet Premises and (iv) there remains, as of the Expansion Space Sublease Commencement Date, at least one (1) year in the Sublease Term, then, prior to entering into a letter of intent with a prospective subtenant, Sublessor shall send written notice to Subtenant informing it that such space will become available for sublease (the “Availability Notice”). The Availability Notice shall specify (i) the effective date (the “Expansion Space Sublease Commencement Date”) that such space will become available for sublease and occupancy, and (ii) the base rent (including escalations), and the base year for Operating Expenses and Real Estate Tax Expenses (which shall be determined in accordance with the provisions of this Section 26, including (i) and (ii) below) (collectively the “Economic Terms”) that Sublessor proposes for the subletting of such Available Additional Space to Subtenant. Space on the sixth (6th) floor of the Building, which Sublessor is currently marketing for sublease, shall not be considered “Available Additional Space” until after the initial subleasing of the sixth (6th) floor. If the Expansion Space Sublease Commencement Date for any sublease of Available Additional Space to Subtenant occurs (i) during the first Sublease Year, then the Annual Base Subrent and Additional Subrent (including the Operating Expenses Base Year and Real Estate Tax Expenses Base Year) shall be the then-escalated amounts (on a per rentable square foot basis), and (ii) after the first Sublease Year, then the Annual Base Subrent and Additional Subrent shall be the fair market value Annual Base Subrent and Additional Subrent, as determined by Sublessor in its good faith judgment, which fair market value shall (x) be calculated as if the term of the sublease for the Available Additional Space were five (5) years, regardless of the actual time remaining in the Sublease Term and (y) shall mean the fair market rental rate per square foot of rentable area of the Sublet Premises that would be agreed upon between a landlord and a tenant executing a lease in a comparable building of comparable age located in Arlington, Virginia, assuming the following: (A) the landlord and tenant are typically motivated; (B) the landlord and tenant are well informed and well advised and each is acting in what it considers its own best interest; (C) the leased premises are fit for immediate occupancy and use “as is” and no work is required to be done by the landlord (and that the tenant would not require any additional tenant work or reconfiguration of the existing tenant work); (D) market rents then being charged for comparable space in other similar office buildings in comparable locations; and (E) all other relevant factors. For purposes of this Sublease, (i) a “and Sublessee shall be liable for all costs, expenses and obligations of every kind relating to the Additional Subleased Premises that Sublessor is required to pay to EPL arising out of the Lease and relating to the Additional Subleased Premises on and after the date that Sublessee occupies the Additional Subleased Premises.

Expansion Option. Provided that both (ai) Subject an Event of Default is not outstanding on the day on which Lessee purports to exercise the Expansion Option as hereinafter defined or prior to the provisions first day on which the Expansion Space as hereinafter defined will be occupied, and (ii) the Lessee named herein and any Lessee Affiliates (as defined in Section 8.0(i)) are actually occupying at least 51% of this Section 26the Rentable Area of the Premises as of each of said dates then, Subtenant if any portion of the remaining space on the first or second floors of the Building that are contiguous to the Premises (the “Expansion Space”) becomes available for occupancy at any time during the Term as it may be extended. Lessor shall have the continuous and ongoing right of first option offer to lease Available Additional the Expansion Space (defined herein) on the terms and conditions hereinafter set forth to Lessee (the “Expansion Option”)) on the terms hereinafter set forth. The Expansion Option may be exercised by the Lessee by notice thereof to Lessor, dispatched not less than fifteen (15) days after receipt of written notice from Lessor of the availability of the Expansion Space. If at any time or times during the Sublease Term Sublessor desires to market any space in the Building for sublease to any entity that is not a Sublessor Affiliate (as hereafter defined) (“Available Additional Space”), and provided that Lessee exercises its Expansion Option: (i) Subtenant is not in default beyond any applicable notice the Expansion Space shall become part of the Premises, subject to all the terms and cure period set forth herein for curing such default, conditions of this Agreement; (ii) Sublessor does not elect to allow Basic Rent for the then-existing subtenant occupying the Available Additional Expansion Space to extend the term of its sublease (whether or not pursuant to an option contained shall be as set forth in such sublease), Section 4.1; and (iii) Subtenant has not assigned or sublet all or any portion of Lessee’s Share (Taxes) and Lessee’s Share (Operating Expenses) shall be adjusted to take the Sublet Premises and (iv) there remains, as rentable area of the Expansion Space Sublease Commencement Date, at least one (1) year in into account; all effective as of the Sublease Term, then, prior date on which Lessee dispatches its notice exercising the Expansion Option. Any work required to entering into a letter of intent with a prospective subtenant, Sublessor shall send written notice to Subtenant informing it that such space will become available for sublease (render the “Availability Notice”). The Availability Notice shall specify (i) the effective date (the “Expansion Space Sublease Commencement Date”) that such space will become available suitable for sublease and occupancy, and (ii) the base rent (including escalations), and the base year for Operating Expenses and Real Estate Tax Expenses (which occupancy by Lessee shall be determined performed in accordance with the provisions of this Section 26, including (i) and (ii) below) (collectively the “Economic Terms”) that Sublessor proposes for the subletting of such Available Additional Space to Subtenant. Space on the sixth (6th) floor of the Building, which Sublessor is currently marketing for sublease, shall not be considered “Available Additional Space” until after the initial subleasing of the sixth (6th) floor. If the Expansion Space Sublease Commencement Date for any sublease of Available Additional Space to Subtenant occurs (i) during the first Sublease Year, then the Annual Base Subrent and Additional Subrent (including the Operating Expenses Base Year and Real Estate Tax Expenses Base Year) shall be the then-escalated amounts (on a per rentable square foot basis), and (ii) after the first Sublease Year, then the Annual Base Subrent and Additional Subrent shall be the fair market value Annual Base Subrent and Additional Subrent, Work Letter attached hereto as determined by Sublessor in its good faith judgment, which fair market value shall (x) be calculated as if the term of the sublease for the Available Additional Space were five (5) years, regardless of the actual time remaining in the Sublease Term and (y) shall mean the fair market rental rate per square foot of rentable area of the Sublet Premises that would be agreed upon between a landlord and a tenant executing a lease in a comparable building of comparable age located in Arlington, Virginia, assuming the following: (A) the landlord and tenant are typically motivated; (B) the landlord and tenant are well informed and well advised and each is acting in what it considers its own best interest; (C) the leased premises are fit for immediate occupancy and use “as is” and no work is required to be done by the landlord (and that the tenant would not require any additional tenant work or reconfiguration of the existing tenant work); (D) market rents then being charged for comparable space in other similar office buildings in comparable locations; and (E) all other relevant factors. For purposes of this Sublease, (i) a “Exhibit E.

Expansion Option. Sublessor shall, from time to time, promptly give ---------------- Sublessee written notice of any space within the Leased Premises that Sublessor is not occupying or which Sublessor intends to vacate, and said notice shall specify the period of time that Sublessor intends to keep such space vacant (athe "Vacancy Period"). Following receipt of such notice, Sublessee may, at its sole -------------- discretion, exercise its Expansion Option for all or a portion of the unoccupied Leased Premises, or the space to be so vacated by Sublessor, as the case may be, by delivering written notice (the "Expansion Notice") Subject to Sublessor at least 30 ---------------- days prior to the provisions expiration of this Section 26the Vacancy Period. In the Expansion Notice, Subtenant Sublessee shall have specify which additional portion or portions of the continuous and ongoing right Leased Premises (the "Additional Subleased Premises") it desires to occupy as part of first option ----------------------------- the Subleased Premises. Sublessor shall sublease to lease Available Sublessee the Additional Space (defined herein) on Subleased Premises upon the terms and conditions hereinafter set forth (the “Expansion Option”). If at any time or times during the Sublease Term Sublessor desires to market any space in the Building for sublease to any entity that is not a Sublessor Affiliate (as hereafter defined) (“Available Additional Space”), and provided that (i) Subtenant is not in default beyond any applicable notice and cure period set forth herein for curing such default, (ii) Sublessor does not elect to allow the then-existing subtenant occupying the Available Additional Space to extend the term of its sublease (whether or not pursuant to an option contained in such sublease), (iii) Subtenant has not assigned or sublet all or any portion of the Sublet Premises and (iv) there remains, as of the Expansion Space Sublease Commencement Date, at least one (1) year in the Sublease Term, then, prior to entering into a letter of intent with a prospective subtenant, Sublessor shall send written notice to Subtenant informing it that such space will become available for sublease (the “Availability Notice”). The Availability Notice shall specify (i) the effective date (the “Expansion Space Sublease Commencement Date”) that such space will become available for sublease and occupancy, and (ii) the base rent (including escalations), and the base year for Operating Expenses and Real Estate Tax Expenses (which shall be determined in accordance with the provisions of this Section 26, including (i) and (ii) below) (collectively the “Economic Terms”) that Sublessor proposes for the subletting of such Available Additional Space to Subtenant. Space on the sixth (6th) floor of the Building, which Sublessor is currently marketing for sublease, shall not be considered “Available Additional Space” until after the initial subleasing of the sixth (6th) floor. If the Expansion Space Sublease Commencement Date for any sublease of Available Additional Space to Subtenant occurs (i) during the first Sublease Year, then the Annual Base Subrent and Additional Subrent (including the Operating Expenses Base Year and Real Estate Tax Expenses Base Year) shall be the then-escalated amounts (on a per rentable square foot basis), and (ii) after the first Sublease Year, then the Annual Base Subrent and Additional Subrent shall be the fair market value Annual Base Subrent and Additional Subrent, as determined by Sublessor in its good faith judgment, which fair market value shall (x) be calculated as if the term of the sublease for the Available Additional Space were five (5) years, regardless of the actual time remaining in the Sublease Term and (y) shall mean the fair market rental rate per square foot of rentable area of the Sublet Premises that would be agreed upon between a landlord and a tenant executing a lease in a comparable building of comparable age located in Arlington, Virginia, assuming the following: (A) the landlord and tenant are typically motivated; (B) the landlord and tenant are well informed and well advised and each is acting in what it considers its own best interest; (C) the leased premises are fit for immediate occupancy and use “as is” and no work is required to be done by the landlord (and that the tenant would not require any additional tenant work or reconfiguration of the existing tenant work); (D) market rents then being charged for comparable space in other similar office buildings in comparable locations; and (E) all other relevant factors. For purposes of this Sublease, (i) a “and Sublessee shall be liable for all costs, expenses and obligations of every kind relating to the Additional Subleased Premises that Sublessor is required to pay to Comerica arising out of the Lease and relating to the Additional Subleased Premises on and after the date that Sublessee occupies the Additional Subleased Premises.

Expansion Option. 25.1 Subtenant shall have a right of first offer to lease any additional space that Sublandlord intends to sublease in the Building. Prior to subleasing any additional space in the Leased Premises, Sublandlord shall provide written notice (athe "Offer Notice") Subject to Subtenant of Sublandlord's intention to sublease such space. The Offer Notice shall identify the provisions space proposed to be sublet (the "Additional Space") and specify the time (the "Delivery Date") Sublandlord will deliver possession of this Section 26, the Additional Space as well as the rent and additional payments which would be payable for such Additional Space. Subtenant shall have the continuous and ongoing right to lease the Additional Space by giving Sublandlord written notice within seven (7) business days after receipt of the Offer Notice that Subtenant is exercising its right to lease the Additional Space. If Subtenant so exercises its right of first option to lease Available Additional Space (defined herein) on the terms and conditions hereinafter set forth (the “Expansion Option”). If at any time or times during the offer, this Sublease Term Sublessor desires to market any space in the Building for sublease to any entity that is not a Sublessor Affiliate (as hereafter defined) (“Available Additional Space”), and provided that (i) Subtenant is not in default beyond any applicable notice and cure period set forth herein for curing such default, (ii) Sublessor does not elect to allow the then-existing subtenant occupying the Available Additional Space to extend the term of its sublease (whether or not pursuant to an option contained in such sublease), (iii) Subtenant has not assigned or sublet all or any portion of the Sublet Premises and (iv) there remainsshall be deemed modified, as of the Expansion Space Sublease Commencement Delivery Date, to include the Additional Space. The lease of the Additional Space shall be upon the same terms and conditions set forth in this Sublease; provided however, the Base Rent for the Additional Space shall be at least one (1) year the amount set forth in the Sublease Term, then, prior to entering into a letter of intent with a prospective subtenant, Sublessor shall send written notice to Subtenant informing it that such space will become available for sublease (the “Availability Offer Notice”). The Availability Notice shall specify (i) the effective date (the “Expansion Space Sublease Commencement Date”) that such space will become available for sublease and occupancy, and (ii) the base rent (including escalations), and the base year for Operating Expenses and Real Estate Tax Expenses (which shall be determined in accordance with the provisions of this Section 26, including (i) and (ii) below) (collectively the “Economic Terms”) that Sublessor proposes for the subletting of such Available Additional Space to Subtenant. Space on the sixth (6th) floor of the Building, which Sublessor is currently marketing for sublease, shall not be considered “Available Additional Space” until after the initial subleasing of the sixth (6th) floor. If the Expansion Space Sublease Commencement Date for any sublease of Available Additional Space to Subtenant occurs (i) during the first Sublease Year, then the Annual Base Subrent and Additional Subrent (including the Operating Expenses Base Year and Real Estate Tax Expenses Base Year) shall be the then-escalated amounts (on a per rentable square foot basis), and (ii) after the first Sublease Year, then the Annual Base Subrent and Additional Subrent shall be the fair market value Annual Base Subrent and Additional Subrent, as determined by Sublessor in its good faith judgment, which fair market value shall (x) be calculated as if the term of the sublease lease for the Available Additional Space were five (5) years, regardless of the actual time remaining in leased pursuant to this provision shall expire on the Sublease Term and (y) shall mean the fair market rental rate per square foot of rentable area of the Sublet Premises that would be agreed upon between a landlord and a tenant executing a lease in a comparable building of comparable age located in Arlington, Virginia, assuming the following: (A) the landlord and tenant are typically motivated; (B) the landlord and tenant are well informed and well advised and each is acting in what it considers its own best interest; (C) the leased premises are fit for immediate occupancy and use “as is” and no work is required to be done by the landlord (and that the tenant would not require any additional tenant work or reconfiguration of the existing tenant work); (D) market rents then being charged for comparable space in other similar office buildings in comparable locations; and (E) all other relevant factors. For purposes of this Sublease, (i) a “Expiration Date.