Common use of Extension Rent Clause in Contracts

Extension Rent. If Tenant exercises its option to extend the Term provided above, the Base Rent schedule for the Option Term shall be equal to the then Fair Market Rent, but not less than the immediately preceding Base Rent. As used herein “Fair Market Rent” shall mean the market rent for a 5 year term for comparable space located in the Boulder Colorado market and is understood to mean the rents which a landlord would receive annually by then renting the space in question assuming the landlord to be a prudent person willing to lease but being under no compulsion to do so, assuming the tenant to be a prudent person willing to lease but under no compulsion to do so, and assuming a lease containing the same terms and provisions as those herein contained. Fair Market Rent shall take into consideration the condition of the space and other terms and conditions of the Lease. Tenant’s estimation of the Fair Market Rent shall be included with Tenant’s option exercise notice. Landlord shall give Tenant notice of Landlord’s estimation of the Fair Market Rent within 15 days after receiving Tenant’s Rent Proposal but not earlier than 4 months prior to the start of the Option Term. If there is a disagreement on the Fair Market Rent, the parties shall promptly meet and negotiate in good faith to attempt to resolve their differences. If the differences are not resolved within 30 days, then Landlord and Tenant shall each select a real estate appraiser with an MAI designation and at least 5 years full-time commercial real estate appraisal experience in the area in which the Premises are located and those two appraisers shall meet and work in good faith to reach agreement on the Fair Market Rent. If they reach agreement, then their decision shall be binding on the parties. If the two appraisers aren’t able to reach agreement within 30 days, then the first two appraisers shall (a) put in writing their determination of the Fair Market Rent (the “Landlord’s Rent Proposal” and the “Tenant’s Rent Proposal”, respectively), and (b) jointly select a third appraiser with the qualifications described above. The job of the third appraiser will be to determine which of the first two appraiser’s determinations most closely approximately what the third appraiser believes to be the Fair Market Rent. The Fair Market Rent established by the third appraiser shall be determined no later than 30 days engagement and shall be binding on the parties. Each party shall pay the cost of its appraiser and half the cost of the third appraiser.

Extension Rent. If Tenant exercises its option to extend the Term provided above, the Base Rent schedule for payable by Tenant during the Option Term Extension Period (the “Extension Rent”) shall be equal to the then Fair Market Rent, but not less than the immediately preceding Base RentRental. As used herein “Fair Market RentBase Rental” shall be determined by Landlord and shall mean the market rent “fair market” Base Rent at the time or times in question for a 5 year the applicable space in the Building, based on the prevailing rentals then being charged to tenants in the Building and tenants in other office buildings in the general vicinity of the Building of comparable location and quality as the Building, for leases with terms approximately equal to the term for comparable space located which Fair Market Base Rental is being determined, taking into account: the desirability, location in the Boulder Colorado building, size and quality of the space, including interior finishes and other tenant improvements, included services and related operating expenses and tax and expense stops or other escalation clauses; and any other special rights of Tenant under this Lease in comparison to typical market and is understood to mean the rents which a landlord would receive annually by then renting the space in question assuming the landlord to be a prudent person willing to lease but being under no compulsion to do soleases (e.g., assuming the tenant to be a prudent person willing to lease but under no compulsion to do sofor parking, signage, and assuming a lease containing the same terms and provisions as those herein containedextension or expansion options). Fair Market Rent Base Rental shall take into consideration also reflect the condition then prevailing rental structure for comparable office buildings in the general vicinity of the space and other terms and conditions Building, so that if, for example, at the time Fair Market Base Rental is being determined the prevailing rental structure includes periodic rental adjustments or escalations, Fair Market Base Rental shall reflect such rental structure. Within thirty (30) days after Landlord receives the Extension Notice, Landlord shall provide written notice to Tenant of the Lease. TenantLandlord’s estimation good faith determination of the Fair Market Rent shall be included with TenantBase Rental (“Landlord’s option exercise noticeExtension Term Rental Notice”). Landlord shall give Tenant notice No later than the date that is thirty (30) days from the date of Landlord’s estimation Extension Term Rental Notice, Tenant shall provide written notice to Landlord either accepting or disputing Landlord’s determination of the Fair Market Rent within 15 days after receiving Base Rental, and if Tenant disputes Landlord’s Fair Market Base Rental, such notice shall, likewise, include Tenant’s Rent Proposal but not earlier than 4 months prior to the start determination of the Option Term. If there is a disagreement on the Fair Market Rent, the parties shall promptly meet and negotiate in good faith to attempt to resolve their differencesBase Rental. If Landlord and Tenant cannot agree upon the differences are Fair Market Base Rental within thirty (30) days of the date of Landlord’s Extension Term Rental Notice (the “Negotiation Period”), Landlord and Tenant shall simultaneously exchange, within the following fifteen (15) days, on a date determined by Landlord and Tenant, statements of each party’s proposed Fair Market Base Rental and the basis for calculation thereof (each, a “Statement of Rental Rate”); provided, however, that if one party has not resolved submitted its Statement of Rental Rate within 30 such fifteen (15) day period, then the other party shall provide such party with written notice of the failure, and if such failure continues for an additional fifteen (15) days, then the determination set forth in the other party’s Statement of Rental Rate shall be final and binding upon both parties. If both parties receive the other party’s Statement of Rental Rate within such time and the lesser of the two (2) determinations is within ten (10%) percent of the higher determination, then the average of the Landlord’s and Tenant’s Statement of Rental Rate determinations shall conclusively be deemed to be the Extension Rental Rate. If these determinations differ by more than ten (10%) percent, then Landlord and Tenant shall each mutually select a an independent real estate appraiser professional with an MAI designation and at least 5 years full-time commercial real estate appraisal ten (10) years’ continuous experience in the area business of appraising or marketing retail space in which the Premises are located and those two appraisers shall meet and work in good faith vicinity of the Property (the “Valuation Expert”) to reach agreement on resolve the dispute as to the Fair Market RentBase Rental. If they reach agreementLandlord and Tenant cannot agree upon the designation of the Valuation Expert within thirty (30) days of the exchange of the Statements of Rental Rate, then their either party may apply to the American Arbitration Association, or any successor thereto, for the designation of a Valuation Expert. Within ten (10) days of the selection of the Valuation Expert, Landlord and Tenant shall each submit to the Valuation Expert a copy of its Statement of Rental Rate, together with any supporting material. The Valuation Expert shall not perform his own valuation, but rather, shall, within thirty (30) days after receipt of such submissions, select as the Fair Market Base Rental the submission which the Valuation Expert concludes most closely and accurately reflects the Fair Market Base Rental for the Premises and the rental rate set forth in that submission shall be the Extension Rental Rate for the Extension Period. The Valuation Expert shall give notice of his or her determination to Landlord and Tenant and such decision shall be final and conclusively binding on the parties. If the two appraisers aren’t able to reach agreement within 30 days, then the first two appraisers shall (a) put in writing their determination of the Fair Market Rent (the “Landlord’s Rent Proposal” upon Landlord and the “Tenant’s Rent Proposal”, respectively), and (b) jointly select a third appraiser with the qualifications described above. The job of the third appraiser will be to determine which of the first two appraiser’s determinations most closely approximately what the third appraiser believes to be the Fair Market Rent. The Fair Market Rent established by the third appraiser shall be determined no later than 30 days engagement and shall be binding on the parties. Each party shall pay the cost fees and expenses of its appraiser any real estate professional such party retains and half such party’s counsel, if any, in connection with any proceeding under this paragraph, and the cost party whose determination was determined by the Valuation Expert not to most accurately and closely reflect the Extension Rental Rate of the third appraiserPremises shall equally pay the fees and expenses of the Valuation Expert. 39. RIGHT OF FIRST OFFER. Provided that Tenant has not assigned this Lease or sublet the Premises or any portion thereof, other than to a Permitted Transferee (it being intended that rights pursuant to this provision are and shall be personal to the original Tenant under this Lease and any Permitted Transferee and shall not be transferable or exercisable for the benefit of any Transferee other than a Permitted Transferee), and provided Tenant is not then in default under this Lease beyond applicable notice and cure periods, Tenant shall have a one-time right of first offer (the “ROFO Option”) to lease the space designated as Suite 610 consisting of approximately 667 rentable square feet and contiguous to the Premises, should such space become available for lease to others (the “Suite 610”) during the Term of the Lease, as set forth herein. Upon Suite 610 becoming available to lease and prior to offering the space to the public for lease, Landlord shall first give Tenant written notice (the “Offer Notice”), offering to lease Suite 610 to Tenant on the terms and conditions of this Lease; provided, however, that: (a) the term of the Lease as to Suite 610 shall commence as provided in the Offer Notice and shall continue until the end of the Term as to the balance of the Premises (as it may be renewed in accordance with this Lease); (b) Tenant shall pay Base Rent for Suite 610 as provided in the Offer Notice (which shall be fair market rent); (c) Tenant shall not be entitled to Base Rent Abatement for Suite 610; (d) Tenant shall pay Additional Rent for Suite 610 in accordance with the provisions of Section 3.3 of the Lease (provided that Tenant may be entitled to a new base year for Suite 610); and (e) Suite 610 shall be added to the Premises for all other purposes of this Lease and all of the other terms and conditions of this Lease shall apply to Suite 610, other than as set forth in the Offer Notice. Notwithstanding anything to the contrary contained herein, the term of the Lease for Suite 610 (and the then remaining balance of the Lease Term for the Premises as it may have been renewed) shall not be less than two (2) years (unless Tenant exercises its right of first offer hereunder simultaneously with the Renewal Option). Tenant shall have ten (10) business days after receipt of the Offer Notice to either accept Suite 610 upon the terms of the Offer Notice, or decline the offer. If Tenant does not accept Suite 610 offered by Landlord upon the terms of the Offer Notice within ten (10) business days after receipt of such Offer Notice, then Landlord shall be free to lease Suite 610 to any other person or entity. If Tenant timely accepts Suite 610 when offered by Landlord, Tenant and Landlord shall promptly execute an appropriate Lease amendment in a form reasonably acceptable to Landlord and Tenant in order to confirm Tenant’s lease of Suite 610. Notwithstanding anything to the contrary contained in this Section 39, in the event Tenant exercises the ROFO Option in accordance with the provisions hereof within the first (1st) calendar year following the Commencement Date, the lease of Suite 610 shall be subject to all terms and conditions of this Lease, Suite 610 shall be added to the Premises for all purposes, and Tenant and Landlord shall not be required to execute a Lease amendment to confirm Tenant’s lease of Suite 610.

Extension Rent. If The Monthly Rent payable by Tenant exercises its option to extend during the Extension Term provided above, (the Base “Extension Rent”) shall be as follows: [AS APPLICABLE - Monthly Rent schedule for the Option Extended Term shall be equal to _______________________ OR Monthly Rent for the then Fair Market Rent, but not less than Extended Term shall be the immediately preceding Base Rent. As used herein “Fair Market Rent” shall mean greater of (i) percent ( %) of the then-prevailing market rent for a 5 year term rate for comparable space located in the Boulder Colorado area, or (ii) the amount of Monthly Rent payable for the month immediately preceding the commencement of each Extended Term. In the event Landlord and Tenant are unable to agree upon a mutually acceptable prevailing market and rate within four (4) months prior to the expiration of the Lease Term (as such may have been previously extended), the matter shall be submitted to arbitration using an independent M.A.I. appraiser jointly selected by the parties as arbitrator. If the parties are unable to agree on an arbitrator, either party may petition the Chief Judge of the Superior Court of the County in which the Premises is understood located to mean appoint an arbitrator. OR Monthly Rent for the rents which a landlord would receive annually by then renting Extended Term shall be the lesser of (i) _________ percent (____%) of the then‑prevailing market rate for comparable space in question assuming the landlord area, or (ii) the amount of Monthly Rent payable for the month immediately preceding the commencement of such Extended Term. In the event Landlord and Tenant are unable to agree upon a mutually acceptable prevailing market rate within four (4) months prior to the expiration of the Lease Term (as such may have been previously extended), the rate shall be determined under the following “baseball” methodology. Each party shall select an appraiser. Each appraiser shall arrive at a prudent person willing to lease but being under no compulsion to do soreasoned, assuming supportable conclusion of the tenant to be a prudent person willing to lease but under no compulsion to do somarket rate, and assuming then they will mutually appoint a lease containing third, neutral appraiser. This neutral appraiser will be provided with the same terms two different valuations, and provisions then must make a binding selection as those herein contained. Fair Market Rent shall take into consideration the condition to which of the two appraisals most closely approximates the true market rate. If the parties’ appraisers are unable to agree on a neutral appraiser, either party may petition the Chief Judge of the Superior Court of the County in which the Premises is located to appoint such third appraiser. OR Monthly Rent for the Extended Term shall be the lesser of (i) _________ percent (____%) of the then‑prevailing market rate for comparable space in the area, or (ii) the amount of Monthly Rent payable for the month immediately preceding the commencement of such Extended Term. In the event Landlord and other terms and conditions Tenant are unable to agree upon a mutually acceptable prevailing market rate within four (4) months prior to the expiration of the Lease Term (as such may have been previously extended), the rate shall be determined under the following “appraiser average” methodology. Each party shall select an appraiser to conduct an appraisal according to the requirements of the Lease. Tenant’s estimation If the two appraisers are unable to agree on a determination of market rent, they must together pick a third appraiser to conduct his or her own appraisal. If a majority of the Fair Market Rent three appraisers cannot agree on the market rent, the three appraisals shall be included with Tenant’s option exercise notice. Landlord shall give Tenant notice of Landlord’s estimation of averaged together, and the Fair Market Rent within 15 days after receiving Tenant’s Rent Proposal but not earlier than 4 months prior to the start of the Option Term. If there is a disagreement on the Fair Market Rent, the parties shall promptly meet and negotiate in good faith to attempt to resolve their differences. If the differences are not resolved within 30 days, then Landlord and Tenant shall each select a real estate appraiser with an MAI designation and at least 5 years full-time commercial real estate appraisal experience in the area in which the Premises are located and those two appraisers shall meet and work in good faith to reach agreement on the Fair Market Rent. If they reach agreement, then their decision average shall be binding on the parties; provided, however, that any low or high appraisal that varies by more than 10 percent from the middle appraisal shall be disregarded and the average shall be based on the two remaining appraisals. If the two parties’ appraisers aren’t able are unable to reach agreement within 30 days, then the first two appraisers shall (a) put in writing their determination of the Fair Market Rent (the “Landlord’s Rent Proposal” and the “Tenant’s Rent Proposal”, respectively), and (b) jointly select a third appraiser with the qualifications described above. The job of the third appraiser will be to determine which of the first two appraiser’s determinations most closely approximately what the third appraiser believes to be the Fair Market Rent. The Fair Market Rent established by the third appraiser shall be determined no later than 30 days engagement and shall be binding agree on the parties. Each party shall pay the cost of its appraiser and half the cost of the third appraiser, either party may petition the Chief Judge of the Superior Court of the County in which the Premises is located to appoint such third appraiser. [AS APPLICABLE IF ELECTION IS MADE TO INSERT A RENT SCHEDULE AS AN ADDENDUM INSTEAD OF IN THE BODY OF THE LEASE] ADDENDUM 3 - MONTHLY RENT TO LEASE AGREEMENT DATED BY AND BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND _________________________________________ The Monthly Rent payable by Tenant shall be as follows: [Rent Schedule to be inserted] [USE THIS ADDENDUM 4 IF LANDLORD CONSTRUCTS TENANT IMPROVEMENTS] ADDENDUM 4 - WORK AGREEMENT TO LEASE AGREEMENT DATED BY AND BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND WORK AGREEMENT THIS WORK AGREEMENT, dated , is by and between THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation ("Landlord") and _________________ ("Tenant").

Extension Rent. If The Monthly Rent payable by Tenant exercises its option to extend during the Extension Term provided above, (the Base “Extension Rent”) shall be as follows: [AS APPLICABLE - Monthly Rent schedule for the Option Extended Term shall be equal to _______________________ OR Monthly Rent for the then Fair Market Rent, but not less than Extended Term shall be the immediately preceding Base Rent. As used herein “Fair Market Rent” shall mean greater of (i) percent ( %) of the then-prevailing market rent for a 5 year term rate for comparable space located in the Boulder Colorado area, or (ii) the amount of Monthly Rent payable for the month immediately preceding the commencement of each Extended Term. In the event Landlord and Tenant are unable to agree upon a mutually acceptable prevailing market and rate within four (4) months prior to the expiration of the Lease Term (as such may have been previously extended), the matter shall be submitted to arbitration using an independent M.A.I. appraiser jointly selected by the parties as arbitrator. If the parties are unable to agree on an arbitrator, either party may petition the Chief Judge of the Superior Court of the County in which the Premises is understood located to mean appoint an arbitrator. OR Monthly Rent for the rents which a landlord would receive annually by then renting Extended Term shall be the lesser of (i) _________ percent (____%) of the then‑prevailing market rate for comparable space in question assuming the landlord area, or (ii) the amount of Monthly Rent payable for the month immediately preceding the commencement of such Extended Term. In the event Landlord and Tenant are unable to agree upon a mutually acceptable prevailing market rate within four (4) months prior to the expiration of the Lease Term (as such may have been previously extended), the rate shall be determined under the following “baseball” methodology. Each party shall select an appraiser. Each appraiser shall arrive at a prudent person willing to lease but being under no compulsion to do soreasoned, assuming supportable conclusion of the tenant to be a prudent person willing to lease but under no compulsion to do somarket rate, and assuming then they will mutually appoint a lease containing third, neutral appraiser. This neutral appraiser will be provided with the same terms two different valuations, and provisions then must make a binding selection as those herein contained. Fair Market Rent shall take into consideration the condition to which of the two appraisals most closely approximates the true market rate. If the parties’ appraisers are unable to agree on a neutral appraiser, either party may petition the Chief Judge of the Superior Court of the County in which the Premises is located to appoint such third appraiser. OR Monthly Rent for the Extended Term shall be the lesser of (i) _________ percent (____%) of the then‑prevailing market rate for comparable space in the area, or (ii) the amount of Monthly Rent payable for the month immediately preceding the commencement of such Extended Term. In the event Landlord and other terms and conditions Tenant are unable to agree upon a mutually acceptable prevailing market rate within four (4) months prior to the expiration of the Lease Term (as such may have been previously extended), the rate shall be determined under the following “appraiser average” methodology. Each party shall select an appraiser to conduct an appraisal according to the requirements of the Lease. Tenant’s estimation If the two appraisers are unable to agree on a determination of market rent, they must together pick a third appraiser to conduct his or her own appraisal. If a majority of the Fair Market Rent three appraisers cannot agree on the market rent, the three appraisals shall be included with Tenant’s option exercise notice. Landlord shall give Tenant notice of Landlord’s estimation of averaged together, and the Fair Market Rent within 15 days after receiving Tenant’s Rent Proposal but not earlier than 4 months prior to the start of the Option Term. If there is a disagreement on the Fair Market Rent, the parties shall promptly meet and negotiate in good faith to attempt to resolve their differences. If the differences are not resolved within 30 days, then Landlord and Tenant shall each select a real estate appraiser with an MAI designation and at least 5 years full-time commercial real estate appraisal experience in the area in which the Premises are located and those two appraisers shall meet and work in good faith to reach agreement on the Fair Market Rent. If they reach agreement, then their decision average shall be binding on the parties; provided, however, that any low or high appraisal that varies by more than 10 percent from the middle appraisal shall be disregarded and the average shall be based on the two remaining appraisals. If the two parties’ appraisers aren’t able are unable to reach agreement within 30 days, then the first two appraisers shall (a) put in writing their determination of the Fair Market Rent (the “Landlord’s Rent Proposal” and the “Tenant’s Rent Proposal”, respectively), and (b) jointly select a third appraiser with the qualifications described above. The job of the third appraiser will be to determine which of the first two appraiser’s determinations most closely approximately what the third appraiser believes to be the Fair Market Rent. The Fair Market Rent established by the third appraiser shall be determined no later than 30 days engagement and shall be binding agree on the parties. Each party shall pay the cost of its appraiser and half the cost of the third appraiser., either party may petition the Chief Judge of the Superior Court of the County in which the Premises is located to appoint such third appraiser. [AS APPLICABLE IF ELECTION IS MADE TO INSERT A RENT SCHEDULE AS AN ADDENDUM INSTEAD OF IN THE BODY OF THE LEASE] ADDENDUM 3A - MONTHLY RENT TO LEASE AGREEMENT DATED BY AND BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND _________________________________________ The Monthly Rent payable by Tenant shall be as follows: [Rent Schedule to be inserted] [AS APPLICABLE IF THE LEASE PROVIDES FOR PAYMENT OF PERCENTAGE RENT] ADDENDUM 3B - PERCENTAGE RENT RIDER TO LEASE AGREEMENT DATED BY AND BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND _________________________________________ [AS APPLICABLE; other percentage rent provisions may be substituted to fit practice of the Campus]

Extension Rent. If Tenant exercises its option to extend the Term provided abovean Extension Option, the Base Rent schedule for the Option Term shall be equal to the then Fair Market Rent, but not less than Rent including a fair market rate of escalation during the immediately preceding Base RentOption Term. As used herein “Fair Market Rent” shall mean the market rent for a 5 year term for comparable space located in the Boulder Colorado market and is understood to mean the rents which a landlord would receive annually by then renting the space in question assuming the landlord to be a prudent person willing to lease but being under no compulsion to do so, assuming the tenant to be a prudent person willing to lease but under no compulsion to do so, and assuming a lease containing the same terms and provisions as those herein contained[***]. Fair Market Rent shall take into consideration, the improvements paid for by Landlord via the TI Allowance and the Lobby Area Allowance. Fair Market Rent shall not take into consideration the condition value of any tenant improvements paid for solely by Tenant except that it shall include the portion of the space and other terms and conditions tenant improvements paid for by Tenant which represent the dollar value of the Leaseabated Base Rent. If there are not five comparable leases of similar size leased spaces in the Canyon Park/Bothell submarket, the market shall be expanded to include the greater Redmond/Kirkland market, as adjusted to reflect the Canyon Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [***]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Park/Bothell submarket. Tenant’s estimation estimate of the Fair Market Rent shall be included with Tenant’s option exercise notice. Landlord shall give Tenant notice of Landlord’s estimation estimate of the Fair Market Rent within 15 [***] days after receiving receipt of Tenant’s notice and thereafter the parties shall use good faith efforts to reach agreement on the Base Rent Proposal but not earlier than 4 months prior to the start of schedule for the Option TermTerm within [***] after receipt of Landlord’s estimate. If there is a disagreement the parties do not reach agreement on the Fair Market Rent, the parties shall promptly meet and negotiate in good faith to attempt to resolve their differences. If the differences are not resolved Rent within 30 days[***], then Landlord and Tenant each party shall each select a real estate appraiser with an MAI designation and at least 5 years [***] full-time commercial real estate appraisal experience in the office/high-tech industrial market (including laboratory space) in the Bothell/Canyon Park area in which the Premises are located and those two appraisers shall meet and work in good faith to reach agreement on the Fair Market Rent. If they reach agreement, then their decision shall be binding on the parties. If the two appraisers aren’t able to reach agreement within 30 days[***] after their selection, then the first two appraisers shall (a) put in writing their determination of the Fair Market Rent (the “Landlord’s Rent Proposal” and the “Tenant’s Rent Proposal”, respectively), and (b) jointly select a third appraiser with the qualifications described above. The job Within [***] after the selection of the third appraiser, the third appraiser will be to shall determine which of the first two appraiser’s determinations most closely approximately approximates what the third appraiser believes to be the Fair Market Rent. The Fair Market Rent established by the third appraiser shall be determined no later than 30 days [***] after engagement and shall be binding on the parties. Each party shall pay the cost of its appraiser and half the cost of the third appraiser.