Common use of Option Right Clause in Contracts

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the originally named Tenant herein (“the "Original Tenant”), ") and its “any "Affiliate Assignee" or "Permitted Assignees”, Transferee," as that term is such terms are defined in Section 14.8Sections 14.8 and 14.9, below, or other assignee of Tenant's entire interest in the Lease that is approved by Landlord pursuant to Article 14, below (an "Approved Assignee") one (1( I ) option to extend the Lease Term for a period of five (5) years (the “"Option Term”"), which . The option to extend shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided in Section 2.2.3, below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such notice, Tenant is not in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period; (ii) period expressly set forth in this Lease). Upon the proper exercise of the option to extend, and provided that, at Landlord's option, as of the end of the initial Lease Term, Tenant has is not previously been in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period, more than twice period expressly set forth in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlordthis Lease), the Lease Term, as it applies to the Premises, Term shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to the originally named tenant herein (the "Original Tenant Tenant"), and any Affiliate Assignee, Permitted Assignees, and may be exercised by Original Tenant Transferee or such Permitted Assignees Approved Assignee (and not by any other assignee, sublessee or other “"Transferee,” " as that term is defined in Section 14.1 of this Lease14 . 1, below, of Tenant’s 's interest in this Lease). In the event that Tenant fails to timely and appropriately exercise its option to extend in accordance with the terms of this Section 2.2, then the option to extend granted to Tenant pursuant to the terms of this Section 2.2 shall automatically terminate and shall be of no further force or effect.

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve eighteen (1218) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) as of the end of the Lease Term, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (iii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercisetwice; and (iiiiv) the Lease then remains in full force and effecteffect and Original Tenant or a Permitted Assignee occupies the majority of the Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the originally named Original Tenant herein and any Permitted Transferee Assignee two (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (12) option successive options to extend the Lease Term for a period of five (5) years each (the each, an “Option Term”), which . Each option to extend shall be irrevocably exercised exercisable only by written notice delivered by Original Tenant or a Permitted Transferee Assignee to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided in Section 2.2.3 below; provided that, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant has not received notice that Tenant is not in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period; (iiperiod expressly set forth in this Lease) and such default remains uncured. Upon the proper exercise of the option to extend, and provided that, at Landlord’s option, as of the end of the initial Lease Term or the initial Option Term, as applicable, Tenant has not previously been received notice that Tenant is in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period, more than twice period expressly set forth in the twelve (12this Lease) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then such default remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord)uncured, the Lease Term, as it applies to the Premises, Term shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to the Original Tenant and any Permitted Assignees, Transferee Assignee and may only be exercised by the Original Tenant or such a Permitted Assignees Transferee Assignee (and not by any other assignee, assignee or sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, Transferee of Tenant’s interest in this Lease)) that has not subleased more than thirty-three percent (33%) of the rentable square footage of the Premises as of the day before the Option Term is to commence. In the event that Tenant fails to timely and appropriately exercise its option to extend in accordance with the terms of this Section 2.2, then the option to extend granted to Tenant pursuant to the terms of this Section 2.2 shall automatically terminate and shall be of no further force or effect. Further, notwithstanding any contrary provision of this Section 2.2, in no event may Tenant exercise its right to extend the Lease Term for the second Option Term under this Section 2.2 if Tenant fails to timely exercise its right to extend the initial Lease Term for the first Option Term under this Section 2.2.

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), its Permitted Transferees and its “Permitted Assignees”, as that term is any approved assignee of all of Original Tenant's interest in this Lease and the "13480 Lease" (defined in Section 14.81.4) pursuant to the TCCs of Article 14 (a "Approved Assignee") (collectively, belowthe "Right Holders"), one two (12) option options to extend the Lease Term for the entire Premises, each by a period of five (5) years (the “each, an "Option Term”"), which . Such option shall be irrevocably exercised exercisable only by written notice Notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in monetary or material non-monetary default under this Lease, after Lease or the expiration of 13480 Lease (beyond any applicable notice and cure period; periods), (ii) Tenant has not previously been in monetary or material non-monetary default under this Lease, after Lease or the expiration of 13480 Lease (beyond any applicable notice and cure periods) more than once during the prior [***] month period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) Landlord reasonably determines that Tenant is not a party of reasonable financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with Tenant's lease of the Premises during the Option Term, (iv) this Lease and the 13480 Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effecteffect and Original Tenant, its Permitted Transferees and/or its Approved Assignees are then in occupancy of no less than [***] of the rentable square footage of the Premises, and (v) concurrently with Tenant's exercise of its option to extend the Term of this Lease for the Option Term, Tenant also exercises its corresponding option to extend the term of the 13480 Lease pursuant to the TCCs thereof (the foregoing items (i) through (v) collectively constituting the "Exercise Conditions"). Upon the proper exercise of each such option to extend, and provided that Tenant satisfies all that, as of the Option Conditions (except thoseend of the then-applicable Lease Term, if any, which are waived by Landlord)there is no then-existing violation of the Exercise Conditions, the Lease Term, as it applies to the entire Premises, shall be [***] Confidential portions of this document have been redacted and filed separately with the Commission. extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by Original Tenant or such Permitted Assignees the Right Holders (and but not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, transferee of Tenant’s 's interest in this Lease).. If Tenant fails to exercise its first option to extend, the second option to extend shall no longer apply

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), its Permitted Transferees and its “Permitted Assignees”, as that term is any approved assignee of all of Original Tenant's interest in this Lease and the "13500 Lease" (defined in Section 14.81.4) pursuant to the TCCs of Article 14 (a "Approved Assignee") (collectively, belowthe "Right Holders"), one two (12) option options to extend the Lease Term for the entire Premises, each by a period of five (5) years (the “each, an "Option Term”"), which . Such option shall be irrevocably exercised exercisable only by written notice Notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in monetary or material non-monetary default under this Lease, after the expiration of Lease (beyond any applicable notice and cure period; periods), (ii) Tenant has not previously been in monetary or material non-monetary default under this Lease, after the expiration of Lease (beyond any applicable notice and cure periods) more than once during the prior [***] month period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) Landlord reasonably determines that Tenant is a party of reasonable financial worth and/or financial stability in light of the responsibilities to be undertaken in connection with Tenant's lease of the Premises during the Option Term, and (iv) this Lease then remains in full force and effect. Landlord mayeffect and Original Tenant, at Landlord’s option, exercised its Permitted Transferees and/or its Approved Assignees are then in Landlord’s sole and absolute discretion, waive any occupancy of no less than [***] of the Option Conditions in which case rentable square footage of the option, if otherwise properly exercised by Tenant, shall remain in full force and effectPremises (the foregoing items (i) through (iv) collectively constituting the "Exercise Conditions"). Upon the proper exercise of each such option to extend, and provided that Tenant satisfies all that, as of the Option Conditions (except thoseend of the then-applicable Lease Term, if any, which are waived by Landlord)there is no then-existing violation of the Exercise Conditions, the Lease Term, as it applies to the entire Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by Original Tenant or such Permitted Assignees the Right Holders (and but not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, transferee of Tenant’s 's interest in this Lease).. If Tenant fails to exercise its first option to extend, the second option to extend shall no longer apply

Option Right. Landlord hereby grants to the Tenant originally named Tenant herein in this Lease (the “Original Tenant”), and its any “Permitted Assignees”, Transferee Assignee,” as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five one (51) years year (the “Option Term”), which . Such option to extend shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine six (96) months prior to the expiration of the initial Lease Term, stating that Tenant is thereby irrevocably exercising its option to lease the Premises during the Option Term. Upon the proper exercise of the option to extend, and provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, at Landlord’s option, as of the date of delivery of such notice, Tenant is not in default under this Lease, after Lease and has not previously been in default (beyond the expiration of any applicable notice and cure period expressly set forth in this Lease) under this Lease more than once during the immediately preceding twelve (12) month period; (ii) , and as of the end of the Lease Term, Tenant has is not previously been in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period, more than twice period expressly set forth in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlordthis Lease), the Lease Term, as it applies to the Premises, Term shall be extended for a period of five one (51) yearsyear. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease14.1, below, of Tenant’s interest in this Lease). In the event that Tenant fails to timely and appropriately exercise its option to extend the Lease Term in accordance with the terms of this Section 2.2, then such option shall automatically terminate and shall be of no further force or effect.

Option Right. Landlord hereby grants to the originally named original Tenant herein executing this Lease (“Original Tenant”), ) and its “Permitted Assignees”, any Non-Transferee Assignee (as that term is defined in Section 14.8, 14.7 below, ) one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such noticethe Option Exercise Notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect, Tenant is not in Default under this Lease, and Original Tenant (and/or any Permitted Non- Transferee, as defined in Section 14.7 below) occupies the entire Premises; (ii) as of the end of the initial Lease Term, this Lease remains in full force and effect, Tenant is not in Default under this Lease; and (iii) Original Tenant (and/or any Permitted Non-Transferee) occupies the entire Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 2.3 shall be personal to the Original Tenant and any Permitted AssigneesNon-Transferee Assignee, and may be exercised only by the Original Tenant or such Permitted Assignees any Non-Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease14.1, below, of Tenant’s interest in this Lease), unless otherwise agreed to by Landlord.

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord▇▇▇▇▇▇▇▇’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one two (12) option options to extend the Lease Term for a period of five three (53) years (the each, an “Option Term”), which option options shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term or first Option Term, as applicable, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) as of the end of the Lease Term or first Option Term, as applicable, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (iii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercisetwice; and (iiiiv) the Lease then remains in full force and effecteffect and Original Tenant and/or a Permitted Transferee(s) collectively occupy at least 75% of the Premises at the time the applicable option to extend is exercised and as of the commencement of the applicable Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five three (53) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the tenant originally named Tenant herein (the “Original Tenant”), ) and its “Permitted Assignees”, Transferee Assignee,” as that term is defined set forth in Section 14.8, below14.8 of this Lease, one (1) option to extend the Lease Term for the entire Premises by a period of five three (53) years (the “Option Term”), which . Such option shall be irrevocably exercised exercisable only by written notice “Notice” (as that term is defined in Section 29.16 of this Lease) delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in default under this Lease, and (ii) Tenant has not been in default under this Lease (beyond the applicable notice and cure periods) during the prior Lease Term. Upon the proper exercise of such option to extend (and provided that, at Landlord’s election, as of the end of the Lease Term, (A) Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (iiB) Tenant has not previously been in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure periodperiods) during the prior Lease Term, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the entire Premises, shall be extended for a period of five three (53) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s interest in this Lease)) if Original Tenant and/or its Permitted Transferee Assignee is in occupancy of the entire then-existing Premises.

Option Right. Landlord hereby grants to the originally named Original Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, Transferees one (1) option to extend the Lease Term for the entire Premises by a period of five (5) years (the “Option Term”), which . Such option shall be irrevocably exercised exercisable only by written notice Notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in default “Economic Default” or “Material Non-Economic Default” under this Lease, after Lease (beyond the expiration of any applicable notice and cure period; periods), and (ii) Tenant has not previously been in default Economic Default or Material Non-Economic Default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period, periods) more than twice in during the twelve prior twenty-four (1224) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectperiod. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, as of the Option Conditions end of the Lease Term, (except those, if any, which are waived by LandlordA) Tenant is not in Economic Default or Material Non-Economic Default under this Lease (beyond the applicable notice and cure periods), and (B) Tenant has not been in Economic Default or Material Non-Economic Default under this Lease (beyond the applicable notice and cure periods) more than twice during the prior twenty-four (24) month period, then the Lease Term, as it applies to the entire Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 2.3 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s interest in this Lease)) if Original Tenant and/or its Permitted Transferee is in occupancy of not less than fifty percent (50%) of the Premises. For purposes hereof, an “Economic Default” shall mean any default contemplated by the terms of Section 19.1.1 of this Lease, and a “Material Non-Economic Default” shall mean any of the defaults identified in Sections 19.1.3 through 19.1.6 of this Lease; provided, however, that in no event shall (1) any one circumstance (e.g. an instance of failed rent payment, a failure to timely complete an estoppel certificate, a failure to comply with CC&Rs, etc.) result in, or constitute, more than one Economic Default or Material Non-Economic Default, and/or (2) any circumstance be deemed an Economic Default or Material Non-Economic Default under this Section 2.3.1 to the extent such matter has been reasonably disputed in accordance with the TCCs of this Lease by Tenant and remains unresolved.

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “any Permitted Assignees”, as that term is defined in Section 14.8, belowTransferee Assignee, one (1) option to extend the Lease Term for a period of five three (53) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more sooner than twelve fifteen (1215) months nor less month, later than nine (9) months months, prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant and at the end of the initial Lease Term, no Event of Default has occurred and is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercisecontinuing; and (iiiii) the Lease then remains in full force and effecteffect and Original Tenant or a Permitted Transferee Assignee occupies the entire Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five three (53) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, Transferee Assignee and may be exercised by Original Tenant or such a Permitted Assignees Transferee Assignee only (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, Transferee of Tenant’s interest in this Lease). Notwithstanding the personal nature of Tenant’s option to extend the Lease Term set forth in this Section 2.2, if, in connection with any assignment of this Lease by Original Tenant or a Permitted Transferee Assignee to an identified third party, Tenant requests that this option to extend the Lease Term be transferred to such assignee, then Landlord shall inform Tenant if this option to extend the Lease Term may be transferred to the assignee.

Option Right. Landlord hereby grants Subject to the originally named terms and conditions set forth in this Section 27.1, Tenant herein shall have two (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (12) option options to extend the Lease Term (the "Options to Extend") for a period of five sixty (560) years months each (the “"Option Term”Terms"), which option options shall, if at all, be exercisable by Tenant's delivery of notice to Landlord in accordance with Section 27.3 below. Notwithstanding anything to the contrary contained herein, an Option to Extend shall be irrevocably exercised only by written notice delivered exercisable by Tenant to Landlord only if (x) Tenant has not subleased twenty percent (20%) or more than twelve (12) months nor less than nine (9) months of the Premises prior to the expiration commencement of the initial Lease subject Option Term, provided that the following conditions (the “Option Conditions”y) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, Lease (which default remains uncured after the expiration of any applicable grace or cure periods) at any time during the period beginning on the date of delivery of such notice through the commencement of the subject Option Term, and cure period; (iiz) this Lease is not terminated prior to the commencement of the subject Option Term. The Options to Extend shall be personal to the original named Tenant has not previously been in default under this Lease, after the expiration of any applicable notice shall be nontransferable and cure period, more than twice in the twelve (12) month period prior shall be exercisable by Tenant only with respect to the date entire Premises; provided, however, an assignee of Tenant’s attempted exercise; 's interest in this Lease which is approved by Landlord pursuant to Article 7 and (iii) which operates "white tablecloth" restaurants nationally may exercise an Option to Extend provided it is then the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectTenant under this Lease. Upon the proper exercise of an Option to Extend, the then-current Lease Term shall be extended for the subject Option Term. If Tenant fails to timely and properly exercise an Option to Extend in accordance with this Section 27.1, such option Option to extend, Extend and provided that Tenant satisfies all of the Option Conditions (except thosefuture Options to Extend, if any, which are waived by Landlord)shall be of no further force or effect. During each Option Term, all the terms, conditions, covenants and agreements set forth in this Lease shall continue to apply and be binding upon Landlord and Tenant, except that: (1) the Base Rent payable during the subject Option Term shall be equal to the Option Rent (as defined below) for the same; (2) in no event shall Tenant have the right to extend the Lease Term beyond the expiration of second Option Term, as it applies ; and (3) no concessions provided to Tenant by Landlord with respect to any portion of the Premises, Premises previously leased by Tenant shall be extended for a period apply to Tenant's lease of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease)the Premises during an Option Term.

Option Right. Landlord hereby grants to the originally named Original Tenant herein two (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (12) option options to extend the Lease Term for the entire Premises by a period of five (5) years (the each an “Option Term”), which . Such option shall be irrevocably exercised exercisable only by written notice “Notice” (as that term is defined in Article XXIV of the Office Lease) delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in default under this the Lease, after as amended (beyond the expiration of any applicable notice and cure period; periods), (ii) Tenant has not previously been in default under this the Lease, after as amended (beyond the expiration of any applicable notice and cure periodperiods), more than twice in once during the prior twelve (12) month period, (iii) Tenant has not been in default under the Lease, as amended (beyond the applicable notice and cure periods), more than three (3) times during the New Term, (iv) “Tenant's Working Capital” (as defined below) is no less than Seven Million and 00/100 Dollars ($7,000,000.00), as shown on “Tenant's Current Financial Statement” (as defined below); and (v) Tenant's cash and cash equivalents are equal to or greater than Twenty Million and 00/100 Dollars ($20,000,000.00) as shown on Tenant's Current Financial Statement. For the purposes of this Second Amendment, Tenant's Working Capital shall be defined as Tenant's current assets less current liabilities (excluding deferred revenue) (“Tenant's Working Capital”) as shown on Tenant's Current Financial Statement. For the purposes of this Second Amendment, Tenant's Current Financial Statement shall be defined as Tenant's most recent quarterly financial statements as filed with the U.S. Securities and Exchange Commission (or, if Tenant is not subject to or current with the reporting obligations under the Securities Exchange Act of 1934, then which financial statements shall relate to the period ending not more than 6 months prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenantdetermination, shall remain be prepared in full force and effectaccordance with generally accepted accounting principles, consistently applied, in a manner consistent with past practices) (“Tenant's Current Financial Statement”). Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, as of the Option Conditions end of the then applicable Lease Term, (except thoseA) Tenant is not in default under the Lease, if any, which are waived by Landlordas amended (beyond the applicable notice and cure periods), (B) Tenant has not been in default under the Lease, as amended (beyond the applicable notice and cure periods) more than once during the prior twelve (12) month period, (C) Tenant has not been in default under the Lease, as amended (beyond the applicable notice and cure periods) more than three (3) times during the then applicable Lease Term, (D) Tenant’s Working Capital is no less than Seven Million and 00/100 Dollars ($7,000,000.00), as shown on Tenant's Current Financial Statement; and (E) Tenant's cash and cash equivalents are equal to or greater than Twenty Million and 00/100 Dollars ($20,000,000.00), as shown on Tenant's Current Financial Statement, then the then applicable Lease Term, as it applies to the entire Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 16 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s interest in this the Lease) so long as the Original Tenant or its Permitted Transferee is in occupancy of at least two (2) full floors of the Premises, whether or not such floors are contiguous (in other words, the Original Tenant or its Permitted Transferee shall be in occupancy of at least: (i) all of the rentable square feet of Suites 100 and 200; (ii) all of the rentable square feet of Suites 100 and 300; or (iii) all of the rentable square feet of Suites 200 and 300).

Option Right. Landlord hereby grants to the Tenant originally named Tenant herein in this Third Amendment (the “Original Tenant”), and its any assignee of Original Tenant’s entire interest in the Lease in accordance with the terms of Section 14.8 of the Original Lease (a “Permitted AssigneesAssignee”, as that term is defined in Section 14.8, below), one (1) option to extend the Lease Term for a period of five eight (5) 8) years (the “Option Term”), which . Such option to extend shall be irrevocably exercised exercisable only by written notice (the “Option Exercise Notice”) delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Second Expansion Term, stating that Tenant is thereby irrevocably exercising its option to lease the Premises during the Option Term. Upon the proper exercise of the option to extend, and provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, at Landlord’s option, as of the date of delivery of such notice, Tenant is not in monetary or material non-monetary default under this Lease, after the expiration of any Lease (beyond the applicable notice and cure period; (iiperiods) Tenant and has not previously been in monetary or material non-monetary default under this Lease, after the expiration of any Lease (beyond the applicable notice and cure period, periods) more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; once, and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any as of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all end of the Option Conditions (except thoseSecond Expansion Term, if any, which are waived by Landlord)Tenant is not in default under the Lease, the Lease Term, as it applies to the Premises, Term shall be extended for a period of five eight (5) 8) years. The rights contained in this Section 2.2 7.1 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this the Original Lease, of Tenant’s interest in this the Lease). In the event that Tenant fails to timely and appropriately exercise its initial option to extend the Lease Term in accordance with the terms of this Section 7.1, then such option shall automatically terminate and shall be of no further force or effect.

Option Right. Subject to the terms hereof, Landlord hereby grants to the originally named Original Tenant herein two (2) consecutive options (each an “Original TenantOption”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five three (53) years each (the each an “Option Term”), which option shall each be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas set forth below; provided that, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, (i) Tenant is not then in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period; periods), (ii) Tenant has not previously been in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period, periods) more than twice in once during the prior twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) Tenant has not been in default under this Lease (beyond the applicable notice and cure periods) more than three (3) times during the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the optionTerm or, if otherwise properly exercised by Tenantapplicable, shall remain in full force and effectthe first option term (“First Option Term”). Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, as of the end of the Lease Term, or if applicable, the First Option Conditions Term, (except those, if any, which are waived by LandlordA) Tenant is not in default under this Lease (beyond the applicable notice and cure periods), (B) Tenant has not been in default under this Lease (beyond the applicable notice and cure periods) more than once during the prior twelve (12) month period and (C) Tenant has not been in default under this Lease (beyond the applicable notice and cure periods) more than three (3) times during the Lease Term or if applicable, the First Option Term, then the Lease Term, or if applicable, the First Option Term, as it applies to the Premises, shall be extended for a period of five three (53) years. The rights contained in this Section 2.2 shall be personal to the Original Tenant and any Permitted Assignees“NonTransferee Assignee.” as defined in Section 14.7 of this Lease, and may only be exercised by the Original Tenant or such Permitted Assignees a Non-Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s interest in this Lease)) if the Original Tenant and/or a Non-Transferee Assignee is in occupancy of the entire Premises.

Option Right. Landlord hereby grants to the originally named Tenant herein two (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (12) option ------------ consecutive options to extend the Lease Term for a period of five (5) years each (the “each, an "Option Term”"), each of which option options shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of any such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice Lease and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of Lease beyond any applicable notice and cure period, periods more than twice in the twelve three (123) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effecttimes. Upon the proper exercise of any such option to extend, and provided that Tenant satisfies all that, as of the end of the initial Lease Term or initial Option Conditions Term, Tenant is not in default under this Lease beyond any applicable cure periods and Tenant has not previously been in default under this Lease beyond any applicable cure periods more than three (except those, if any, which are waived by Landlord)3) times, the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) yearsthe applicable Option Term. The rights contained in this Section 2.2 shall be ----------- personal to the Original Tenant (and any Permitted Affiliates) and may only be exercised by the Original Tenant and any assignee (including any Permitted AssigneesAffiliate) to which Tenant's entire interest in this Lease has been assigned pursuant to Article 14 below, and may only be exercised by the Original Tenant ---------- or such assignee, as the case may be (but not by any sublessee or other transferee of Tenant's interest in this Lease or the Premises) if the Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 the case may be, occupies at least seventy percent (70%) of this Lease, the Premises as of Tenant’s interest in this Lease)the date Tenant purports to exercise the right to lease the Expansion Space.

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “any Permitted Assignees”Transferee Assignee, as that term is defined in Section 14.8, below, one two (12) option successive options to extend the Lease Term with respect to the entire Premises then being leased by Tenant (but subject to Section 2.2.1.1 below) (the “Renewal Premises”) for a period of five (5) years each (the each, an “Option Term” and each option, an “Option to Extend”), which option . Each Option to Extend shall be irrevocably exercised exercisable only by written notice delivered by Original Tenant or a Permitted Transferee Assignee to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided in Section 2.2.3 below; provided that, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable received notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions is in “Default” (except those, if any, which are waived by Landlordas that term is defined in Section 19.1 below), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to the Original Tenant and any Permitted Assignees, Transferee Assignee and may only be exercised by the Original Tenant or such a Permitted Assignees Transferee Assignee (and not by any other assignee, assignee or sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, Transferee of Tenant’s interest in this Lease)) provided that the Original Tenant or such Permitted Transferee Assignee has not subleased more than thirty percent (30%) of the rentable square footage of the then-existing Premises pursuant to a sublease or subleases then in effect. In the event that Tenant fails to timely and appropriately exercise an Option to Extend in accordance with the terms of this Section 2.2, then such Option to Extend shall automatically terminate and shall be of no further force or effect. Further, notwithstanding any contrary provision of this Section 2.2, in no event may Tenant exercise its right to extend the Lease Term for the second Option Term under this Section 2.2 if Tenant fails to timely exercise its right to extend the initial Lease Term for the first Option Term under this Section 2.2.

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “any Permitted Assignees”Transferee Assignee, as that term is defined in Section 14.8, below, one two (12) option successive options to extend the Lease Term for a period of five (5) years each (the each, an “Option Term” and each option, an “Option to Extend”), which option . Each Option to Extend shall be irrevocably exercised exercisable only by written notice delivered by Original Tenant or a “Permitted Transferee Assignee” to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided in Section 2.2.3 below; provided that, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable received notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions is in “Default” (except those, if any, which are waived by Landlordas that term is defined in Section 19.1 below), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to the Original Tenant and any Permitted Assignees, Transferee Assignee and may only be exercised by the Original Tenant or such a Permitted Assignees Transferee Assignee (and not by any other assignee, assignee or sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, Transferee of Tenant’s interest in this Lease)) provided that the Original Tenant or such Permitted Transferee Assignee has not subleased more than thirty-three percent (33%) of the rentable square footage of the Premises pursuant to a sublease or subleases then in effect. In the event that Tenant fails to timely and appropriately exercise an Option to Extend in accordance with the terms of this Section 2.2, then such Option to Extend shall automatically terminate and shall be of no further force or effect. Further, notwithstanding any contrary provision of this Section 2.2, in no event may Tenant exercise its right to extend the Lease Term for the second Option Term under this Section 2.2 if Tenant fails to timely exercise its right to extend the initial Lease Term for the first Option Term under this Section 2.2.

Option Right. Landlord hereby grants to the Tenant originally named Tenant herein (the “Original Tenant”) and any assignee of Original Tenant’s entire interest in the Lease that is approved by Landlord pursuant to Article 13 of the Original Lease, or with Landlord’s prior written consent not to be unreasonably withheld, an assignee of Tenant’s entire interest in the Lease pursuant to a Permitted Transfer (each, an “Approved Assignee”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five three (53) years (the “Option Term”), which . The option to extend shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided in Section 4.2.3, below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such notice, Tenant is not in default under this Lease and has not been in default under this Lease, after beyond the expiration of any applicable notice and cure period expressly set forth in the Lease, at any time during the immediately preceding twelve (12) month period; (ii) . Upon the proper exercise of the option to extend, and provided that, at Landlord’s option, as of the end of the Term, Tenant has is not previously been in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period, more than twice period expressly set forth in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by LandlordLease), the Lease Term, as it applies to the Premises, Term shall be extended for a period of five three (53) years. The rights contained in this Section 2.2 3.2 shall be personal to the Original Tenant and any Permitted Assignees, Approved Assignee and may only be exercised by the Original Tenant or such Permitted Assignees an Approved Assignee (and not by any other assignee, assignee or sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, transferee of Tenant’s interest in this Lease)) if the Original Tenant or an Approved Assignee, as applicable, occupies the entire Premises. In the event that Tenant fails to timely and appropriately exercise its option to extend in accordance with the terms of this Section 3.2, then the option to extend granted to Tenant pursuant to the terms of this Section 3.2 shall automatically terminate and shall be of no further force or effect.

Option Right. Landlord hereby grants to Upon the originally named proper exercise of any Extension Option in accordance with the provisions of this Section 2.2 by Original Tenant herein (“or any assignee of Original Tenant’s entire interest in the Lease that has been approved in accordance with the terms of Article 14, below (a “Permitted Assignee”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term shall be extended for a period of five (5) years (the “applicable Option Term”), which option . Such Extension Options shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions Term (the “Extension Exercise Notice”), stating that Tenant is thereby irrevocably exercising its Extension Option Conditionsto lease all but not less than all of the Premises then leased by ▇▇▇▇▇▇ (including any First Offer Space then leased by Tenant) (the “Renewal Premises”) are satisfied: (i) during the Option Term. Upon the proper exercise of the Extension Option, and provided that, as of the date of delivery of such notice, Tenant is not in default beyond all applicable notice and cure periods under this Lease, after and as of the expiration end of any the initial Lease Term, Tenant is not in default beyond all applicable notice and cure period; (ii) Tenant has not previously been in default periods under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, Term shall be extended for a period of five (5) yearsyears (provided, that, Landlord, in Landlord’s sole and absolute discretion, may waive such conditions). The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease14.1, below, of Tenant’s interest in this Lease). In the event that Tenant fails to timely and appropriately exercise its option to extend the Lease Term, in accordance with the terms of this Section 2.2, then such option shall automatically terminate and shall be of no further force or effect. Further, notwithstanding anything to the contrary herein, Tenant’s Extension Option shall terminate upon the earliest to occur of (i) Tenant’s assignment of this Lease, other than to a Permitted Assignee, and (ii) Tenant’s sublease of twenty-five percent (25%) or more of the entire then-existing Premises, other than to a Permitted Transferee for substantially the remaining Lease Term.

Option Right. Landlord hereby grants to Quality Systems, Inc. (the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, ) one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice cure periods, and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure periodperiods, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectonce. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, as of the Option Conditions (except thoseend of the initial Lease Term, if anyTenant is not in default under this Lease, which are waived by Landlord)after the expiration of applicable cure periods, and Tenant has not previously been in default under this Lease, after the expiration of applicable cure periods, more than once, the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 2.3 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, transferee of Tenant’s interest in this Lease) if Original Tenant occupies the entire Premises. (References to “Tenant” in this Section 2.3 and elsewhere in this Lease with respect to the Option Term shall mean Original Tenant.).

Option Right. Landlord hereby grants to the Tenant originally named Tenant herein in this Lease (the “Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five seven (57) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five seven (57) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the tenant originally named Tenant herein (the “Original Tenant”), ) and its “Permitted AssigneesTransferee Assignee,” as that term is set forth in Section 14.8 of this Lease, two (2) options to extend the Lease Term for the entire Premises each by a period of three (3) years (each an “Option Term”, ). Such options shall be exercisable only by “Notice” (as that term is defined in Section 14.8, below, one (129.18 of this Lease) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period; periods), (ii) Tenant has not previously been in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period, periods) more than twice in once during the prior twelve (12) month period prior to the date of Tenant’s attempted exercise; period, and (iii) Tenant has not been in default under this Lease (beyond the applicable notice and cure periods) more than three (3) times during the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectTerm. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, at Landlord’s election, as of the Option Conditions end of the then applicable Lease Term, (except those, if any, which are waived by LandlordA) Tenant is not in default under this Lease (beyond the applicable notice and cure periods), (B) Tenant has not been in default under this Lease (beyond the applicable notice and cure periods) more than once during the prior twelve (12) month period, and (C) Tenant has not been in default under this Lease (beyond the applicable notice and cure periods) more than three (3) times during the Lease Term, then the Lease Term, as it applies to the entire Premises, shall be extended for a period of five three (53) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s interest in this Lease)) if Original Tenant and/or its Permitted Transferee Assignee is in occupancy of the entire then-existing Premises.

Option Right. Landlord hereby grants to the originally original Tenant named Tenant herein in the Summary (the “Original Tenant”), and its ) or an “Permitted Assignees”Affiliate” of Tenant, as that term is defined in Section 14.8, below, which is an assignee of the Original Tenant (an “Affiliate Assignee”), one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such notice, Tenant is not in default under this Lease beyond any applicable cure period set forth in this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of Lease beyond any applicable notice and cure period, more than twice period set forth in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectthis Lease. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, as of the Option Conditions (except thoseend of the initial Lease Term, if anyTenant is not in default under this Lease, which are waived by Landlord)beyond any applicable cure period set forth in this Lease, and has not previously been in default under this Lease beyond any applicable cure period set forth in this Lease, the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to the Original Tenant and any Permitted Assignees, Affiliate Assignee and may only be exercised by the Original Tenant or such Permitted Assignees an Affiliate Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s interest in this Lease)) if the Original Tenant or an Affiliate Assignee occupies the entire Premises. In the event Tenant fails to timely exercise the right set forth in this Section 2.2, this Section 2.2 shall be null and void and of no further force or effect.

Option Right. Landlord hereby grants to the originally named Original Tenant herein (“Original Tenant”), and its “Permitted Assignees”, Transferees,” as that term is defined set forth in Section 14.8, below14.8 of this Lease, one (1) option to extend the Lease Term for the entire Premises by a period of five (5) years (the “Option Term”), which . Such option shall be irrevocably exercised exercisable only by written notice Exercise Notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeExercise Notice and as of the end of the Lease Term, (i) Tenant is not then in default under this Lease, after the expiration of Lease (beyond any applicable notice and cure period; periods provided under this Lease), (ii) Tenant has not previously been in default under this Lease, after the expiration of Lease (beyond any applicable notice and cure period, periods provided under this Lease) more than twice in once during the prior twelve (12) month period prior to the date of Tenant’s attempted exercise; period, and (iii) Tenant has not been in default under this Lease (beyond any applicable notice and cure periods provided under this Lease) more than three (3) times during the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectTerm. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all subject to the terms of the Option Conditions (except thosethis Section 2.2.1, if any, which are waived by Landlord)above, the Lease Term, as it applies to the entire Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s interest in this Lease)) if Original Tenant and/or its Permitted Transferee is in occupancy of the entire then-existing Premises.

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), ) and its “any assignees that are Permitted Assignees”, as that term is defined in Section 14.8, belowParties, one (1) option to extend the Lease Term for a period of five three (53) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) as of the end of the Lease Term, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (iii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice twice; (iv) the L/C Security remains in effect for the twelve (12) month period prior to duration of the date of Tenant’s attempted exercise; Option Term, and (iiiv) the Lease then remains in full force and effecteffect and Original Tenant occupies at least 75% of the entire Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five three (53) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this LeaseLease other than assignees that are Permitted Parties).

Option Right. Landlord hereby grants to the Tenant originally named Tenant herein (the “Original Tenant”), ) and its “Permitted Assignees”, Transferees (as that term is defined in Section 14.8, below, one ) two (12) option options to extend the Lease Term for the entire Premises by a period of five (5) years each (the each, an “Option Term”), which . Such option shall be irrevocably exercised exercisable only by written notice Notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in monetary default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period; period set forth in this Lease), (ii) Tenant has not previously been in monetary default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period, period set forth in this Lease) more than twice in during the prior twelve (12) month period prior to the date of Tenant’s attempted exercise; period, and (iii) Tenant has not been in monetary default under this Lease (beyond the applicable notice and cure period set forth in this Lease) more than five (5) times during the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectTerm. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, as of the end of the Lease Term, or the first Option Conditions Term, as applicable, (except those, if any, which are waived by LandlordA) Tenant is not in monetary default under this Lease (beyond the applicable notice and cure period set forth in this Lease), (B) Tenant has not been in monetary default under this Lease (beyond the applicable notice and cure period set forth in this Lease) more than twice during the prior twelve (12) month period, and (C) Tenant has not been in monetary default under this Lease (beyond the applicable notice and cure period set forth in this Lease) more than five (5) times during the Lease Term, then the Lease Term, as it applies to the entire Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s interest in this Lease)) if Original Tenant and/or its Permitted Transferee is in occupancy of not less than fifty percent (50%) of the then-existing Premises at the time of Tenant’s exercise of the applicable Option Term.

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, ) one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve fifteen (1215) months nor less than nine twelve (912) months prior to the expiration of the initial Lease TermSecond Extension Period, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, . Tenant is not in default under this the Lease, after the expiration of any applicable notice and cure period; (ii) as of the end of the Second Extension Period, Tenant is not in default under the Lease, after the expiration of any applicable notice and cure period; (iii) Tenant has not previously been in default under this the Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercisetwice; and (iiiiv) the Lease then remains in full force and effecteffect and Original Tenant or an Affiliated Entity (as such term is defined in the Lease) with a net worth equal to or greater than that of Original Tenant occupies the entire Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 5 shall be personal to Original Tenant and any Permitted AssigneesTenant, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, transferee of Tenant’s interest in this the Lease).

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one two (12) option options to extend the Lease Term for a period of five three (53) years (the each, an “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term or first Option Term, if applicable, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five three (53) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”)) or an assignee pursuant to a Permitted Transfer per the terms of Section 19.2 of the Lease, and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one two (12) option options to extend the Term of the Lease Term for a period of five (5) years each (the each, an “Option Term”), which option options shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more earlier than twelve (12) months nor less and not later than nine (9) months prior to the expiration end of the initial Lease Second Extended Term, or first Option Term, as applicable, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, Lease after the expiration of any applicable notice and cure periodperiod provided therin; (ii) as of the end of the Second Extended Term, or first Option Term, as applicable, Tenant has is not previously been in default under this Lease, after the expiration of Lease beyond any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exerciseprovided therein; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease TermTerm of the Lease, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and 4.1 may be exercised by Original Tenant or such an assignee pursuant to a Permitted Assignees Transfer per the terms of Section 19.2 of the Lease only (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, transferee of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the originally named original Tenant herein executing this Lease (“Original Tenant”), ) and its “Permitted Assignees”, any Non-Transferee Assignee (as that term is defined in Section 14.8, 14.7 below, ) one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such noticethe Option Exercise Notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect, Tenant is not in Default under this Lease, and Original Tenant (and/or any Permitted Non-Transferee, as defined in Section 14.7 below) occupies the entire Premises; (ii) as of the end of the initial Lease Term, this Lease remains in full force and effect, Tenant is not in Default under this Lease; and (iii) Original Tenant (and/or any Permitted Non-Transferee) occupies the entire Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 2.3 shall be personal to the Original Tenant and any Permitted AssigneesNon-Transferee Assignee, and may be exercised only by the Original Tenant or such Permitted Assignees any Non-Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease14.1, below, of Tenant’s interest in this Lease), unless otherwise agreed to by Landlord.

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve eighteen (1218) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) as of the end of the Lease Term, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (iii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercisetwice; and (iiiiv) the Lease then remains in full force and effecteffect and Original Tenant or a Permitted Assignee occupies at least seventy-five percent (75%) of the Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the Tenant originally named Tenant herein in this Lease (the “Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, 14.8 below, one (1) option to extend the Lease Term for a period of five (5) years each (the “Option Term”), which . Such option to extend shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, stating that Tenant is thereby irrevocably exercising its option to lease the Premises during the applicable Option Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease14.1, below, of Tenant’s interest in this Lease). In the event that Tenant fails to timely and appropriately exercise its option to extend the Lease Term in accordance with the terms of this Section 2.2, then such option shall automatically terminate and shall be of no further force or effect.

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, ) one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”” ), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve fifteen (1215) months nor less than nine twelve (912) months prior to the expiration of the initial Lease TermSecond Extension Period, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this the Lease, after the expiration of any applicable notice and cure period; (ii) as of the end of the Second Extension Period, Tenant is not in default under the Lease, after the expiration of any applicable notice and cure period; (iii) Tenant has not previously been in default under this the Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercisetwice; and (iiiiv) the Lease then remains in full force and effecteffect and Original Tenant or an Affiliated Entity (as such term is defined in the Lease) with a net worth equal to or greater than that of Original Tenant occupies the entire Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 5 shall be personal to Original Tenant and any Permitted AssigneesTenant, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, transferee of Tenant’s interest in this the Lease).

Option Right. Landlord hereby grants to the originally named Original Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one Transferee Assignees two (12) option options to extend the Lease Term for the entire Premises each by a period of five (5) years (the each, an “Option Term”), which option . Such options shall be irrevocably exercised exercisable only by written notice Notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in material economic default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period; periods), (ii) Tenant has not previously been in material economic default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period, periods) more than twice in once during the prior twelve (12) month period prior to the date of Tenant’s attempted exercise; period, and (iii) Tenant has not been in material economic default under this Lease (beyond the Lease then remains in full force applicable notice and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of cure periods) more than twice during the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectprior twenty-four (24) month period. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, as of the Option Conditions end of the then-applicable Lease Term, (except those, if any, which are waived by LandlordA) Tenant is not in material economic default under this Lease (beyond the applicable notice and cure periods), (B) Tenant has not been in material economic default under this Lease (beyond the applicable notice and cure periods) more than once during the prior twelve (12) month period, and (C) Tenant has not been in material economic default under this Lease (beyond the applicable notice and cure periods) more than twice during the prior twenty-four (24) month period, then the Lease Term, as it applies to the entire Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s interest in this Lease)) if Original Tenant and/or its Permitted Transferee Assignee is in occupancy of no less than seventy-five percent (75%) of the Premises.

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “"Permitted Assignees”", as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years (the “"Option Term”"), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve fifteen (1215) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “"Option Conditions”") are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s 's attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s 's option, exercised in Landlord’s 's sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “"Transferee,” " as that term is defined in Section 14.1 of this Lease, of Tenant’s 's interest in this Lease).

Option Right. Landlord hereby grants to the originally named Original Tenant herein (“Original Tenant”), and its “Permitted Assignees”Transferee Assignee, as that term is defined in Section 14.8, below, one two (12) option options to extend the Lease Term for the entire then existing Premises (including any First Refusal Space leased by Tenant in accordance with Section 1.3, above), each by a period of five (5) years (the “each, an "Option Term”"), which . Such option shall be irrevocably exercised exercisable only by written notice "Notice" (as that term is defined in Section 29.18 of this Lease) delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in economic or material non-economic default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in economic or material non-economic default under this Lease, after Lease (beyond the expiration of any applicable written notice and cure period, periods) more than twice in during the twelve prior eighteen (1218) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectmonths. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, at Landlord's election, as of the Option Conditions end of the then applicable Lease Term, (except thoseA) Tenant is not in default under this Lease, if any(B) Tenant has not been in economic or material non-economic default under this Lease (beyond the applicable notice and cure periods) more than twice during the prior eighteen (18) months, which are waived by Landlord), then the Lease Term, as it applies to the entire Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s 's interest in this Lease)) if Original Tenant and/or its Permitted Transferee Assignee is in occupancy of at least seventy-five percent (75%) of the then-existing Premises.

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one two (12) option options to extend the Lease Term for a period periods of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve fifteen (1215) months nor less than nine twelve (912) months prior to the expiration of the initial Lease Term or the first Option Term, as applicable, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) as of the end of the Lease Term, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (iii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercisetwice; and (iiiiv) the Lease then remains in full force and effecteffect and Original Tenant or a Permitted Assignee occupies the entire Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the originally named Original Tenant herein and any Non-Transferee Assignee two (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (12) option option(s) to extend the Lease Term each for a period of five (5) years (the “each an "Option Term”" and, together, the "Option Terms"), which option . Such options shall be irrevocably exercised only by written notice (an "Option Notice") delivered by Tenant to Landlord not more no earlier than twelve (12) months nor less and no later than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “"Option Conditions”") are satisfied: (i) as of the date of delivery of such notice, Tenant is not in material economic or material non-economic default under this Lease, after the expiration of Lease beyond any applicable notice and cure periodperiods expressly set forth in this Lease; (ii) as of the end of the Lease Term, Tenant is not in material economic or material non-economic default under this Lease beyond any applicable notice and cure periods expressly set forth in this Lease; (iii) Tenant has not previously been in material economic or material non-economic default under this Lease, after the expiration of Lease beyond any applicable notice and cure period, periods expressly set forth in this Lease more than twice in two (2) times during the immediately preceding twelve (12) month period prior to the date of Tenant’s attempted exerciseperiod; and (iiiiv) the this Lease then remains in full force and effecteffect and the Original Tenant or any Permitted Transferee occupies at least three (3) floors of the Building. Landlord may, at Landlord’s 's option, exercised in Landlord’s 's sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of each such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, Non-Transferee Assignee and may be exercised by Original Tenant or such Permitted Assignees any Non-Transferee Assignee only (and not by any other assignee, sublessee or other “Transferee,” Transferee (as that term is defined in Section 14.1 of this Lease, below) of Tenant’s 's interest in this Lease).

Option Right. Provided that the following conditions (the “Extension Conditions”), any or all of which may be waived by Landlord hereby grants to in its sole discretion, are satisfied (i) the Tenant originally named Tenant herein in this Lease or its Affiliate (the “Original Tenant”), and its or any assignee of Original Tenant’s entire interest in the Lease permitted in accordance with the terms of Article 14, below (a “Permitted AssigneesAssignee”) is/are then occupying one hundred percent (100%) of the Premises, (ii) as of the date of delivery of the applicable extension notice, there is no Event of Default under this Lease and there has not previously been an Event of Default under this Lease more than once, and (iii) as of the end of the initial Lease Term (or prior Option Term, as that term the case may be), there is defined no Event of Default under this Lease, Landlord hereby grants Original Tenant (or the Permitted Assignee in Section 14.8, below, one occupancy) three (13) option options to extend the Lease Term for a period of five (5) years each (the each, an “Option Term”), which option . Such options to extend shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term (or prior Option Term, provided as the case may be), stating that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after thereby irrevocably exercising its option to lease the expiration of any Premises during the applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectTerm. Upon the satisfaction of the Extension Conditions and the proper and timely exercise of such the option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, Term shall be extended for a period the applicable Option Term upon all of five the terms and conditions of this Lease, except that Base Rent during such Option Term shall be calculated in accordance with this Section 2.2, Landlord shall have no obligation to construct, renovate or make any improvements to the Premises and Tenant shall have one (51) yearsfewer option to extend the Lease Term. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease14.1, below, of Tenant’s interest in this Lease). In the event that Tenant fails to timely and appropriately exercise its initial option to extend the Lease Term, or its second option to extend the Lease Term, as the case may be, in accordance with the terms of this Section 2.2, then such option (and any other then-remaining option to extend the Lease Term, if applicable) shall automatically terminate and shall be of no further force or effect.

Option Right. Landlord hereby grants to the tenant originally named Tenant herein (“the "Original Tenant”), ") and its “"Permitted Assignees”, Transferee Assignee," as that term is defined set forth in Section 14.8, below14.8 of this Lease, one (1) option to extend the Lease Term for the entire Premises by a period of five (5) years (the “"Option Term”"), which . Such option shall be irrevocably exercised exercisable only by written notice "Notice" (as that term is defined in Section 29.16 of this Lease) delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period; periods), (ii) Tenant has not previously been in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period, periods) more than twice in once during the prior twelve (12) month period prior to the date of Tenant’s attempted exercise; and period, (iii) Tenant has not been in default under this Lease (beyond the applicable notice and cure periods) more than three (3) times during the Lease then remains Term, and (iv) there has been no material adverse change in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of Tenant's financial condition during the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectprior twenty-four (24)-month period. Upon the proper exercise of such option to extendextend (and provided that, at Landlord's election, as of the end of the Lease Term, (A) Tenant is not in default under this Lease (beyond the applicable notice and cure periods), (B) Tenant has not been in default under this Lease (beyond the applicable notice and cure periods) more than once during the prior twelve (12) month period, (C) Tenant has not been in default under this Lease (beyond the applicable notice and cure periods) more than three (3) times during the Lease Term, and provided that Tenant satisfies all of (D) there has been no material adverse change in Tenant's financial condition during the Option Conditions prior twenty-four (except those, if any, which are waived by Landlord24)-month period), then the Lease Term, as it applies to the entire Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s 's interest in this Lease)) if Original Tenant and/or its Permitted Transferee Assignee is in occupancy of the entire then-existing Premises.

Option Right. Landlord hereby grants to the originally named Tenant herein (“"Original Tenant”), ") and its “Permitted Assignees”, Assignees (as that term is defined in Section 14.8, below, ) one (1) option to extend the Lease Term for the entire Premises for a period of five (5) years (the “"Option Term”"), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more earlier than fifteen (15) months, and not later than twelve (12) months nor less than nine (9) months months, prior to the expiration of the initial Lease TermExpiration Date, provided that the following conditions (the “"Option Conditions”") are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any beyond all applicable notice and cure periodperiods under this Lease; (ii) Tenant is not in default beyond all applicable notice and cure periods under this Lease at the time Landlord and Tenant execute an amendment to this Lease extending the Lease Term for the Option Term, and as of the end of the Lease Term, Tenant is not in default beyond all applicable notice and cure periods under this Lease; (iii) Tenant has not previously been in default under this Lease, after the expiration of any beyond all applicable notice and cure period, periods under this Lease more than twice two (2) times in the any twelve (12) month period prior to the date of Tenant’s attempted exerciseperiod; and (iiiiv) the Lease then remains in full force and effecteffect and Tenant (and/or any Permitted Transferee) occupies at least seventy (70%) of the Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s 's option, exercised in Landlord’s 's sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper 795344.01/WLA 377082-00004//ejs/ejs -4- ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ [Arrowhead Pharmaceuticals, Inc.] exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, Assignee and only and may be exercised by Original Tenant or any such Permitted Assignees Assignee (and not by any other assignee, sublessee or other “"Transferee,” " as that term is defined in Section 14.1 of this Lease, of Tenant’s 's interest in this Lease).

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; and (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effecteffect and Tenant occupies more than fifty percent (50%) of the Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees an assignee of Tenant’s entire interest in this Lease as approved in accordance with the terms of Article 14, below, (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the originally named Original Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, Assignees one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more earlier than twelve (12) months nor less and not later than nine (9) months prior to the expiration of Lease Expiration Date (as the initial Lease Termsame may be extended pursuant to Section 1.5.3 above), provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) as of the end of the Lease Term, Tenant is not in default under this Lease; (iii) Tenant has not previously been in default under this Lease, after the expiration of Lease (beyond any applicable notice and cure period, ) more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exerciseonce; and (iiiiv) the Lease then remains in full force and effecteffect and Original Tenant occupies the entire Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 2.4 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such and its Permitted Assignees only (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, Transferee of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the originally named Original Tenant herein (“Original Tenant”), and its “Permitted Assignees”, Transferee Assignee,” as that term is defined set forth in Section 14.8, below14.8 of this Lease, one (1) option to extend the Lease Term for the entire Premises by a period of five (5) years (the “Option Term”), which . Such option shall be irrevocably exercised exercisable only by written notice Notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in default under this Lease, after the expiration of Lease (beyond any applicable notice and cure period; periods provided under this Lease), (ii) Tenant has not previously been in default under this Lease, after the expiration of Lease (beyond any applicable notice and cure period, periods provided under this Lease) more than twice in once during the prior twelve (12) month period prior to the date of Tenant’s attempted exercise; period, and (iii) Tenant has not been in default under this Lease (beyond any applicable notice and cure periods provided under this Lease) more than three (3) times during the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectTerm. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, as of the Option Conditions end of the Lease Term, (except those, if any, which are waived by LandlordA) Tenant is not in default under this Lease (beyond any applicable notice and cure periods provided under this Lease), (B) Tenant has not been in default under this Lease (beyond any applicable notice and cure periods provided under this Lease) more than once during the prior twelve (12) month period, and (C) Tenant has not been in default under this Lease (beyond any applicable notice and cure periods provided under this Lease) more than three (3) times during the Lease Term, then the Lease Term, as it applies to the entire Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s interest in this Lease) if Original Tenant and/or its Permitted Transferee Assignee is in occupancy of at least three (3) full floors in the Building (whether under this Lease and/or the existing Sublease).

Option Right. Landlord hereby grants to the originally named original Tenant herein executing this Lease (“Original Tenant”), ) and its “Permitted Assignees”, any Non-Transferee Assignee (as that term is defined in Section 14.8, 14.7 below, ) one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such noticethe Option Exercise Notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect, Tenant is not in Default under this Lease, and Original Tenant (and/or any Permitted Non- Transferee, as defined in Section 14.7 below) occupies the entire Premises; (ii) as of the end of the initial Lease Term, this Lease remains in full force and effect, Tenant is not in Default under this Lease; and (iii) Original Tenant (and/or any Permitted Non-Transferee) occupies the entire Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord▇▇▇▇▇▇▇▇’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 2.3 shall be personal to the Original Tenant and any Permitted AssigneesNon-Transferee Assignee, and may be exercised only by the Original Tenant or such Permitted Assignees any Non-Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease14.1, below, of Tenant’s interest in this Lease), unless otherwise agreed to by Landlord.

Option Right. Landlord hereby grants to the tenant originally named Tenant herein and any Permitted Transferee hereunder (“the "Original Tenant”"), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for the entire Premises by a period of five sixty (560) years months (the “"Option Term”"), which . Such option shall be irrevocably exercised exercisable only by written notice "Notice" (as that term is defined in Section 29.18 of this Lease) delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default more than once in any calendar year under this Lease, after Lease (beyond the expiration of any applicable notice and cure periodperiods), more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) there has been no material adverse change in Tenant's financial condition during the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectprior twenty-four (24)-month period. Upon the proper exercise of such option to extendextend (and provided that, at Landlord's election, as of the end of the Lease Term, (A) Tenant is not in default under this Lease, (B) Tenant has not previously been in default more than once in any calendar year under this Lease (beyond the applicable notice and cure periods), and provided that Tenant satisfies all of (C) there has been no material adverse change in Tenant's financial condition during the Option Conditions prior twenty-four (except those, if any, which are waived by Landlord24)-month period), then the Lease Term, as it applies to the entire Premises, shall be extended for a period of five sixty (560) yearsmonths. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s 's interest in this Lease)) if Original Tenant is in occupancy of the entire then-existing Premises.

Option Right. Landlord hereby grants to the originally named Tenant herein (“the "Original Tenant”)") and any Permitted Transferee Assignee, and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one two (12) option options to extend the Lease Term for the entire Premises for a period of five (5) years each (the “each an "Option Term”"), which option . The options to extend shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided in Section 2.2.3, below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such notice, Tenant has not received notice of default under this Lease (which then remains uncured). Upon the proper exercise of the option to extend, and provided that, at Landlord's option, as of the end of the then-current Lease Term, Tenant is not in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, Term shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to the Original Tenant and its Permitted Transferee Assignee and may only be exercised by the Original Tenant or its Permitted Transferee Assignee (and not any other assignee or any sublessee or Transferee of Tenant's interest in this Lease) if the Original Tenant and any "Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees Transferee" (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 14.8 below) has not Transferred any portion of the Premises within the 130 Building and has not Transferred more than fifty percent (50%) of the Premises within the 110 Building. In the event that Tenant fails to timely and appropriately exercise its option to extend in accordance with the terms of this LeaseSection 2.2, then the option to extend granted to Tenant pursuant to the terms of Tenant’s interest this Section 2.2 shall automatically terminate and shall be of no further force or effect. Tenant shall have no right to exercise its second option to extend the Lease Term if Tenant fails to timely and appropriately exercise its first option to extend in accordance with the terms of this Lease)Section 2.2.

Option Right. Landlord hereby grants the Original Tenant and its Permitted Transferees (provided such Permitted Transferee has, in Landlord's reasonable determination, financial strength equal to the originally named Tenant herein (“or greater than Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one two (12) option options to extend the Lease Term for the "Extension Premises," as that term is set forth below, each by a period of five (5) years (the “Option Term”each, an "OPTION TERM"), which . Such option shall be irrevocably exercised exercisable only by written notice Notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided in Section 2.2.3, below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, Tenant is not in material or economic default under this Lease, after the expiration of Lease (beyond any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectperiods). Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, as of the Option Conditions end of the then applicable Lease term, Tenant is not in material or economic default under this Lease (except those, if any, which are waived by Landlordbeyond any applicable notice and cure periods), the Lease Term, as it applies to the Extension Premises, shall be extended for a period of five (5) years. For purposes of this Section 2.2, "EXTENSION PREMISES" shall consist of (i) one hundred percent (100%) of Building 3, and, (ii) to the extent the Premises has expanded to include any Expansion Premises, First Refusal Space or any other space in the Project, any floor-by-floor portion(s) of such additional space as Tenant shall specify in the "Exercise Notice," as that term is set forth in Section 2.2.3, below, such that all expanded space contained on an indicated floor shall be included in such Expansion Premises; provided, however, in no event shall the Extension Premises include any space which is not included within the then-existing Premises. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s 's interest in this Lease).

Option Right. Landlord hereby grants to the originally named Original Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term (“Extension Option”) for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised execrable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such notice, Tenant is not in default under this Lease, Lease (after the expiration of any applicable notice cure periods) and cure period; (ii) Tenant Landlord has not previously been in delivered three (3) or more factually correct notices of Tenant’s default under this Lease, after Lease during the expiration of any applicable notice and cure period, more than twice in the last twelve (12) month period prior to months immediately preceding the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any expiration of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectinitial Lease Term. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, as of the Option Conditions end of the initial Lease Term, Tenant is not in default under this Lease (except those, if any, which are waived by Landlord)after the expiration of any applicable cure periods) and Landlord has not delivered three (3) or more factually correct notices of Tenant’s default under this Lease during the last twelve (12) months immediately preceding the expiration of the initial Lease Term, the Lease Term, as it applies to the PremisesInitial Premises and the Existing Building First Offer Space (if any), shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to the Original Tenant and any Permitted Assignees, Transferee (as defined in Section 14.6 below) and may only be exercised by the Original Tenant or such Permitted Assignees (and any Permitted Transferee, but not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s interest in this Lease)) if the Original Tenant occupies not less than seventy-five percent (75%) of the Premises.

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “any Permitted Assignees”, as that term is defined in Section 14.8, belowTransferee Assignee, one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more earlier than twelve (12) months nor less before the commencement of the Option Term and not later than nine ten (910) months prior to before the expiration commencement of the initial Lease Option Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure periodperiod expressly set forth in this Lease); (ii) as of the end of the Lease Term, Tenant is not in default under this Lease (beyond the expiration of any applicable notice and cure period expressly set forth in this Lease); and (iii) Tenant has not previously been in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period, period expressly set forth in this Lease) more than twice in during the immediately preceding twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effectperiod. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted AssigneesTransferee Assignee, and may only be exercised by Original Tenant or such a Permitted Assignees Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, Transferee of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the originally Tenant named Tenant herein in this Second Amendment (“the "Original Tenant”"), any assignee of Tenant permitted under Article 14 of the Original Lease, and its “Permitted Assignees”, any "Affiliate" (as that term is defined in Section 14.814.8 of the Original Lease) to which the Lease is assigned (collectively, belowthe "Right Holders"), one (1) option (the "Option") to further extend the Lease Term for a period of five two (52) years years, commencing on July 1, 2014 and ending on June 30, 2016 (the “"Option Term”"), which option Option shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below; provided that, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this the Lease, after the expiration of as amended, beyond any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectperiods set forth therein. Upon the proper exercise of such option to extendOption, and provided that Tenant satisfies all that, as of the Option Conditions (except thoseend of the Extended Term, if anyTenant is not in default under the Lease, which are waived by Landlord)as amended, beyond any applicable notice and cure periods set forth therein, the Lease Extended Term, as it applies to the entire Premises, shall be extended for a period of five (5) yearsthe Option Term. The rights contained in this Section 2.2 6 shall be personal to Original Tenant and any Permitted Assignees, the Right Holders and may only be exercised by Original Tenant or such Permitted Assignees Right Holders (and not by any other assignee, sublessee or other “Transferee,” as that term is defined transferee of Tenant's interest in Section 14.1 of this the Lease, as amended hereby, not included in the definition of Tenant’s interest in this Lease)Right Holders) if such entities occupy at least one (1) full floor of the Premises.

Option Right. Landlord hereby grants to (i) the originally named Tenant herein (“Original Tenant”), and its “(ii) any Permitted Assignees”, as that term Transferee to whom all of Tenant’s interest in this Lease is defined in Section 14.8, belowassigned, one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such notice, Tenant is not in default under this Lease, after (beyond the expiration of any applicable notice and cure period; (iiperiod provided in this Lease) under this Lease and Tenant has not previously been in default under this Lease, after (beyond the expiration of any applicable notice and cure period, period provided in this Lease) under this Lease more than twice in during the twelve (12) month period prior to immediately preceding the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s exercise of its option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, at Landlord’s option, as of the Option Conditions end of the initial Lease Term, Tenant is not in default (except those, if any, which are waived by Landlord)beyond the applicable notice and cure period provided in this Lease) under this Lease and Tenant has not previously been in default (beyond the applicable notice and cure period provided in this Lease) under this Lease more than twice during the last twelve (12) months of the initial Lease Term, the Lease Term, as it applies to the Premises, Term shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to the Original Tenant and any and/or a Permitted Assignees, Transferee (as the case may be) and may only be exercised by the Original Tenant or and/or such Permitted Assignees Transferee (as the case may be) (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, transferee of Tenant’s interest in this Lease)) if the Original Tenant or Permitted Transferee, as the case may be, occupies at least eighty-five percent (85%) of the Premises.

Option Right. Landlord hereby grants to the Tenant originally named Tenant herein in this Fifth Amendment (the “Original Tenant”), and its any “Permitted Assignees”, Affiliate Assignee,” as that term is defined in Section 14.8, below, one (1) option to extend the Lease Extended Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord (the “Exercise Notice”) not more earlier than twelve (12) months nor less and not later than nine (9) months prior to the expiration of the initial Lease Extended Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this the terms of the Lease, after as amended hereby; (ii) as of the expiration end of the Extended Term, Tenant is not in default beyond any applicable notice and cure periodperiod expressly set forth in the Lease, as amended (a “Default”); (iiiii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, Default more than twice in once during the immediately preceding twelve (12) month period prior to the date of Tenant’s attempted exercise; period, and (iiiiv) the Lease then remains in full force and effecteffect and Original Tenant occupies one hundred percent (100%) of the Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Extended Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 3.2 shall be personal to Original Tenant and any Permitted AssigneesAffiliate Assignee, and may be exercised by Original Tenant or such Permitted Assignees an Affiliate Assignee only (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, transferee of Tenant’s interest in the Lease, as hereby amended). As used in this Fifth Amendment, the terms “Affiliate Assignee” shall mean any “Affiliate,” as such term is defined below, to whom Original Tenant’s entire interest in the Lease), as hereby amended, has been assigned and shall only apply to the extent that the Original Tenant or its Affiliate Assignee (if applicable) remains the tenant under the Lease, as amended hereby. For purposes of this Fifth Amendment, an “Affiliate” of Tenant is an entity which is controlled by, controls, or is under common control with, Tenant, and shall also include a corporation or other entity which is a successor-in-interest to Tenant, by way of merger, consolidation or corporate reorganization, or by the purchase of all or substantially all of the assets or the ownership interests of Tenant. “Control,” as used in this Fifth Amendment, shall mean the ownership, directly or indirectly, of at least fifty-one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity.

Option Right. Landlord hereby grants to (i) the Tenant originally named Tenant herein (the “Original Tenant”), and its (ii) any assignee of Original Tenant’s entire interest in the Lease that is approved by Landlord pursuant to Article 13 of the Original Lease, or (iii) an assignee of Tenant’s entire interest in the Lease pursuant to a Permitted Transfer (each, an “Permitted AssigneesApproved Assignee”, as that term is defined in Section 14.8, below), one (1) option to extend the Lease Term for a period of five three (53) years (the “Option Term”), which . The option to extend shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided in Section 3.2.3, below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such notice, Tenant is not in default under this the Lease, after beyond the expiration of any applicable notice and cure period; (ii) Tenant period expressly set forth in the Lease, and has not previously been in default under this the Lease, after beyond the expiration of any applicable notice and cure period, more than twice period expressly set forth in the Lease, at any time during the immediately preceding twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectperiod. Upon the proper exercise of such the option to extend, and provided that Tenant satisfies all as of the Option Conditions end of the Term, Tenant is not in default under the Lease (except those, if any, which are waived by Landlordbeyond the expiration of any applicable notice and cure period expressly set forth in the Lease), the Lease Term, as it applies to the Premises, Term shall be extended for a period of five three (53) yearsyears with respect to the entire Premises (i.e., the Existing Premises and the Expansion Premises). The rights contained in this Section 2.2 3.2 shall be personal to the Original Tenant and any Permitted Assignees, Approved Assignee and may only be exercised by the Original Tenant or such Permitted Assignees an Approved Assignee (and not by any other assignee, assignee or sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, transferee of Tenant’s interest in the Lease) if the Original Tenant or an Approved Assignee, as applicable, occupies the entire Premises. In the event that Tenant fails to timely and appropriately exercise its option to extend in accordance with the terms of this Lease)Section 3.2, then the option to extend granted to Tenant pursuant to the terms of this Section 3.2 shall automatically terminate and shall be of no further force or effect. Any such exercise of the option to extend shall be with respect to all of the Existing Premises and Expansion Premises, and not just to either or any portion thereof.

Option Right. Landlord hereby grants to the Tenant originally named Tenant herein in this Lease (“Original Tenant”), and its any assignee of Original Tenant’s entire interest in the Lease that has been approved in accordance with the terms of Article 14, below (a “Approved Assignee”), and any assignee that is a “Permitted AssigneesAssignee”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5three(3) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at LandlordL▇▇▇▇▇▇▇’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five three (53) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees or Approved Assignees, and may be exercised by Original Tenant or such Permitted Assignees or Approved Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Leasebelow, of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “"Permitted Assignees”", as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years (the “"Option Term”"), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “"Option Conditions”") are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s 's attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s L▇▇▇▇▇▇▇'s option, exercised in Landlord’s 's sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “"Transferee,” " as that term is defined in Section 14.1 of this Lease, of Tenant’s 's interest in this Lease).

Option Right. Landlord hereby grants to the originally named Tenant herein (the “Original Tenant”), ) and its “any Permitted Assignees”, Transferee (as that term is defined in Section 14.8, below, one (1) the option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease after the expiration of any applicable notice and cure period; (ii) as of the end of the Lease Term, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (iiiii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve twice; (12) month period prior to the date of Tenant’s attempted exercise; and (iiiiv) the Lease then remains in full force and effecteffect and the Original Tenant or any Permitted Transferee occupies at least seventy-five (75%) of the Premises at the time the option to extend is exercised and as of the commencement of the Option Term, and (v) Tenant concurrently exercises its option to extend the term of the Existing Lease when Tenant exercises this option. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such any Permitted Assignees Transferee occupying the entire Premises (and not by any other assignee, sublessee or other “Transferee,” (as that term is defined in Section 14.1 of this Lease, ) of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the Tenant originally named Tenant herein (the “Original Tenant”), and its “Permitted Assignees”, Affiliates” (as that term is defined in Section 14.8, below) and any permitted assignee of the Original Tenant’s interest in this Lease pursuant to Article 14 of this Lease (a “Permitted Assignee”), one two (12) option options to extend the Lease Term for the entire 10421 Premises each by a period of five (5) years (the each, an “Option Term”), which option . Such options shall be irrevocably exercised exercisable only by written notice Notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, Tenant is not in default under this Lease, after the expiration of Lease (beyond any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectperiods). Upon the proper exercise of such an option to extend, and provided that Tenant satisfies all that, as of the Option Conditions end of the then applicable Lease term, Tenant is not in default under this Lease (except those, if any, which are waived by Landlordbeyond any applicable notice and cure periods), the Lease Term, as it applies to the entire 10421 Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant Tenant, its Affiliate or such a Permitted Assignees Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s interest in this Lease)) if Original Tenant, its Affiliate and/or a Permitted Assignee is in possession of the entire then-existing 10421 Premises. In the event the 10445 Premises is leased by Tenant, Tenant’s right to extend the Lease Term with respect to such 10445 Premises shall be as expressly set forth in the First Amendment to Amended and Restated Office Lease, and which right shall be independent of the right to extend the Lease Term with respect to the 10421 Premises as set forth in this Section 2.2. Accordingly, Tenant shall have the right to exercise the applicable option rights with respect to the 10421 Premises, the 10445 Premises, or both, in Tenant’s sole discretion.

Option Right. Landlord hereby grants to the originally named Original Tenant herein and any Non-Transferee Assignee two (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (12) option option(s) to extend the Lease Term each for a period of five (5) years (each an “Option Term” and, together, the “Option TermTerms”), which option . Such options shall be irrevocably exercised only by written notice (an “Option Notice”) delivered by Tenant to Landlord not more no earlier than fifteen (15) months and no later than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in economic or material non-economic default under this Lease, after the expiration of Lease beyond any applicable notice and cure periodperiods expressly set forth in this Lease; (ii) as of the end of the Lease Term, Tenant is not in economic or material non-economic default under this Lease beyond any applicable notice and cure periods expressly set forth in this Lease; (iii) Tenant has not previously been in economic or material non-economic default under this Lease, after the expiration of Lease beyond any applicable notice and cure period, periods expressly set forth in this Lease more than twice in two (2) times during the immediately preceding twelve (12) month period prior to the date of Tenant’s attempted exerciseperiod; and (iiiiv) the Lease then remains in full force and effecteffect and the Original Tenant or any Permitted Transferee occupies at least fifty-two thousand (52,000) rentable square feet in the Building at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of each such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, Non-Transferee Assignee and may be exercised by Original Tenant or such Permitted Assignees any Non-Transferee Assignee only (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, Transferee of Tenant’s interest in this Lease).

Option Right. Landlord Lessor hereby grants to the originally named Tenant herein (“Original Tenant”), and Lessee and/or its “Permitted Assignees”, as that term is defined in Section 14.8, below, ------------ Affiliates one (1) option to extend the Lease Original Term for a period of five (5) years this Lease through October 30, 2003 (the “"Option Term”"), which option shall be irrevocably exercised exercisable only by written notice delivered by Tenant Lessee to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease TermLessor as provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such notice, Tenant Lessee is not in default under this Lease beyond any applicable cure period set forth in the Lease, after the expiration of any applicable notice and cure period; (ii) Tenant Lessee has not previously been in default under this Lease, after the expiration of Lease beyond any applicable notice and cure period, period set forth in the Lease more than twice in once. Notwithstanding the twelve (12) month period prior foregoing, this option right shall be subordinate to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any Expansion Rights of the Option Conditions Superior Right Holder, regardless of whether such rights are executed strictly in which case the optionaccordance with their terms, if otherwise properly exercised by Tenant, shall remain in full force and effector pursuant to a lease amendment or a new lease. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, at Lessor's option, as of the Option Conditions (except thoseend of the Original Term, if anyLessee is not in default under the Lease beyond any applicable cure period set forth in the Lease, which are waived by Landlord)and Lessee has not previously been in default under the Lease beyond any applicable cure period set forth in the Lease more than once, the Lease Original Term, as it applies to the Premises, shall be extended for a period of five (5) yearsthrough October 30, 2003. The rights contained in this Section 2.2 Paragraph 63 shall be personal to the Original Tenant Lessee and any Permitted Assignees, its Affiliates and may only be exercised by the Original Tenant or such Permitted Assignees Lessee and/or its Affiliates (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of Tenant’s the Original Lessee's interest in this the Lease)) if the Original Lessee and/or its Affiliates occupies the entire Premises.

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term (the “Option Right”) for a period of five eight (5) 8) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Tenant shall have the right to exercise the foregoing Option Right with respect to (i) the entirety of the then-existing Premises, (ii) the Initial Premises only (in which case the Lease Term for any portion of the Premises located in the 900 Building shall not be extended and shall terminate on the Lease Expiration Date), or (iii) if any only if Tenant leases the entirety of the rentable space in the 900 Building, with respect to the entirety of the 900 Building only (in which case the Lease term for the Initial Premises shall not be extended and shall terminate on the Lease Expiration Date). Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five eight (5) 8) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the tenant originally named Tenant herein (the “Original Tenant”), ) and its “Permitted Assignees”, Transferee Assignee,” as that term is defined set forth in Section 14.8, below14.8 of this Lease, one (1) option to extend the Lease Term for the entire Premises by a period of five three (53) years (the “Option Term”), which . Such option shall be irrevocably exercised exercisable only by written notice “Notice” (as that term is defined in Section 29.18 of this Lease) delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period; periods), (ii) Tenant has not previously been in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period, periods) more than twice in once during the prior twelve (12) month period prior to the date of Tenant’s attempted exercise; period, and (iii) there has been no change in Tenant’s financial condition during the Lease then remains in full force and effect. Landlord may, at Landlordprior twenty-four (24)-month period) that would have a material adverse effect on Tenant’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectability to perform its obligations under this Lease. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, at Landlord’s election, as of the Option Conditions end of the Lease Term, (except those, if any, which are waived by LandlordA) Tenant is not in default under this Lease (beyond the applicable notice and cure periods), (B) Tenant has not been in default under this Lease (beyond the applicable notice and cure periods) more than once during the prior twelve (12) month period, and (D) there has been no change in Tenant’s financial condition during the prior twenty-four (24)-month period that would have a material adverse effect on Tenant’s ability to perform its obligations under this Lease, then the Lease Term, as it applies to the entire Premises, shall be extended for a period of five three (53) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s interest in this Lease)) if Original Tenant and/or its Permitted Transferee Assignee is in occupancy of the entire then-existing Premises.

Option Right. Landlord hereby grants to the originally named Tenant herein (“"Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, ") one (1) option to extend the Lease Term for a period of five three (53) years (the “"Option Term”"), which option shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided in Section 2.2.3 below, provided that the following conditions (the “"Option Conditions”") are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant is not in default under this Lease at the time Landlord and Tenant execute an amendment to this Lease extending the Lease Term for the Option Term, and as of the end of the Lease Term, Tenant is not in default under this Lease; (iii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, Lease more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exerciseonce; and (iiiiv) the Lease then remains in full force and effecteffect and Original Tenant occupies the entire Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s 's option, exercised in Landlord’s 's sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five three (53) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees only (and not by any other assignee, sublessee or other “"Transferee,” " as that term is defined in Section 14.1 of this Lease, of Tenant’s 's interest in this Lease).

Option Right. Landlord hereby grants to the originally named Tenant herein (the “Original Tenant”), ) and its any “Permitted AssigneesTransferee Assignee”, as that term is defined in Section 14.8, 14.8 below, one (1) option to extend the Lease Term for a period of five (5) [* * *] years (the “Option Term”), which . The option to extend shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided in Section 2.2.3, provided that below, the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of beyond any applicable notice and cure periodperiod under this Lease; (ii) Tenant is not in default beyond any applicable notice and cure period under this Lease at the time Landlord and Tenant execute an amendment to this Lease extending the Lease Term for the Option Term; and (iii) Tenant has not previously been in default under this Lease, after the expiration of with respect to any monetary obligation or material non-monetary obligation beyond any applicable notice and cure period, period under this Lease more than twice in the preceding twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effectperiod. Landlord may, at Landlord’s 's option, exercised in Landlord’s 's sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such an option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, Term shall be extended for a period of five (5) [* * *] years. The rights contained in this Section 2.2 shall be personal to the Original Tenant and any Permitted Assignees, Transferee Assignee and may only be exercised by the Original Tenant or such a Permitted Assignees Transferee Assignee (and not by any other assignee, assignee or sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease14.1, below, of Tenant’s interest in this Lease)) if the Original Tenant or a Permitted Transferee Assignee, as applicable, occupies the entire Premises. In the event that Tenant fails to timely and appropriately exercise its option to extend the Lease Term in accordance with the terms of this Section 2.2, then such option shall automatically terminate and shall be of no further force or effect.

Option Right. Landlord hereby grants Original Tenant one (1) option (the "Extension Option") to extend the Lease Term for the entire Premises (or with respect to the originally named Tenant herein Reduced Premises, as described below) by a period of seven (“Original Tenant”7) years (the "Option Term"), and its “Permitted Assignees”, . Such Extension Option shall be exercisable only by "Notice" (as that term is defined in Section 14.8, below, one (129.18 of this Lease) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is has not in then received notice of a monetary or material non-monetary default under this LeaseLease that then remains uncured, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in monetary or material non-monetary default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period, periods) more than twice in during the preceding twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectperiod. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, at Landlord's election, as of the Option Conditions end of the Lease Term, (except thoseA) Tenant has not then received notice of a monetary or material non-monetary default under this Lease that then remains uncured, if anyand (B) Tenant has not been in monetary or material non-monetary default under this Lease (beyond the applicable notice and cure periods) more than twice during the preceding twelve (12) month period, which are waived by Landlord), then the Lease Term, as it applies to the entire Building 3 Premises, the entire Building 4 Premises and/or the entire Building A2 Premises, shall be extended for a period of five seven (57) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant (or such Permitted Assignees any assignee of the Original Tenant's interest in this Lease (and but not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s 's interest in this Lease)., and shall terminate upon the date that Tenant makes a Transfer of more than fifty percent (50%), in the aggregate, of the initial Premises other than to a Permitted Transferee for all or substantially all of the remaining Lease Term. 788287.02/WLA 375755-00007/7-26-18/mjh/ejw -8- C▇▇▇▇▇▇ HIGHLINE 1173, 1167 & 1▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Roku, Inc.

Option Right. Landlord hereby grants to the Tenant originally named Tenant herein in this Second Amendment (“"Original Tenant"), and any assignee of Original Tenant’s entire interest in the Lease that has been approved in accordance with the terms of the Lease, below (a “Approved Assignee”), and its “any assignee that is a "Permitted Assignees”Assignee", as that term is defined in Section 14.8, below, one (1) option to extend the term of the Lease Term (the “Lease Term”) for a period of five eight (5) 8) years (the “"Option Term”"), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “"Option Conditions”") are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this the Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this the Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s 's attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s 's option, exercised in Landlord’s 's sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five eight (5) 8) years. The rights contained in this Section 2.2 3.2 shall be personal to Original Tenant and any Permitted Approved Assignees, and may be exercised by Original Tenant or such Permitted Approved Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, transferee of Tenant’s 's interest in this the Lease).

Option Right. Provided that the following conditions (the “Extension Conditions”), any or all of which may be waived by Landlord hereby grants to in its sole discretion, are satisfied (i) the Tenant originally named Tenant herein in this Lease (the “Original Tenant”)) and/or a Permitted Transferee (hereinafter defined) is/are then occupying at least seventy-five percent (75%) of the Premises, (ii) as of the date of delivery of the extension notice, no Event of Default shall be continuing, and its “Permitted Assignees”(iii) as of the end of the initial Lease Term, as that term is defined in Section 14.8no Event of Default shall be continuing, below, Landlord hereby grants Original Tenant one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which . Such option to extend shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve fifteen (1215) months nor less than nine twelve (912) months prior to the expiration of the initial Lease Term, provided stating that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after thereby irrevocably exercising its option to lease the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of Premises during the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectTerm. Upon the proper satisfaction of the Extension Conditions and the exercise of such the option to extend, and provided that Tenant satisfies all extend in accordance with the provisions of the Option Conditions (except those, if any, which are waived by Landlord)this Section 2.2, the Lease Term, as it applies to the Premises, Term shall be extended for a period the Option Term upon all of five the terms and conditions of this Lease, except that Base Rent during such Option Term shall be calculated in accordance with this Section 2.2, Landlord shall have no obligation to make any improvements to the Premises in connection with Tenant’s exercise of such extension option (5it being understood and agreed that the foregoing shall not reduce, derogate from or otherwise modify Landlord’s repair and maintenance obligations set forth in this Lease) yearsand Tenant shall have no further right to extend the Lease Term. The rights contained in this Section 2.2 shall be personal to Original Tenant and any or a Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees Transferee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, Transferee of Tenant’s interest in this Lease). In the event that Tenant fails to timely and appropriately exercise its initial option to extend the Lease Term, in accordance with the terms of this Section 2.2, then such option shall automatically terminate and shall be of no further force or effect.

Option Right. Landlord hereby grants to the originally named Original Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, belowTransferee Assignee, one (1) option to extend the Lease Term for the entire Premises by a period of five (5) years (the “"Option Term”"), which . Such option shall be irrevocably exercised exercisable only by written notice "Notice" (as that term is defined in Section 29.18 of this Lease) delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period; periods), (ii) Tenant has not previously been in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period, periods) more than twice in once during the prior twelve (12) month period prior to the date of Tenant’s attempted exercise; period, and (iii) Tenant has not been in default under this Lease (beyond the applicable notice and cure periods) more than twice during the prior Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectTerm. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, at Landlord's election, as of the Option Conditions end of the Lease Term, (except those, if any, which are waived by LandlordA) Tenant is not in default under this Lease (beyond the applicable notice and cure periods), (B) Tenant has not been in default under this Lease (beyond the applicable notice and cure periods) more than once during the prior twelve (12) month period, and (C) Tenant has not been in default under this Lease (beyond the applicable notice and cure periods) more than twice during the prior Lease Term, then the Lease Term, as it applies to the entire Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s 's interest in this Lease)) if Original Tenant and/or its Permitted Transferee Assignee is in occupancy of the entire then-existing Premises.

Option Right. Landlord hereby grants to the originally named Original Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one Transferee Assignees two (12) option options to extend the Lease Term for the entire Premises each by a period of five (5) years (the each an “Option Term”), which option . Such options shall be irrevocably exercised exercisable only by written notice Notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in economic or material non-economic default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period; periods), (ii) Tenant has not previously been in economic or material non-economic default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period, periods) more than twice in once during the prior twelve (12) month period prior to the date of Tenant’s attempted exercise; period, and (iii) Tenant has not been in economic or material non-economic default under this Lease (beyond the applicable notice and cure periods) more than three (3) times during the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectTerm. Upon the proper exercise of such the particular option to extend, and provided that Tenant satisfies all that, at Landlord’s election, as of the end of the initial Lease Term or the first Option Conditions Term (except those, if any, which are waived by Landlordas the case may be), (A) Tenant is not in economic or material non-economic default under this Lease (beyond the applicable notice and cure periods), (B) Tenant has not been in economic or material non-economic default under this Lease (beyond the applicable notice and cure periods) more than once during the prior twelve (12) month period, and (C) Tenant has not been in economic or material non-economic default under this Lease (beyond the applicable notice and cure periods) more than three (3) times during the Lease Term, then the Lease Term, as it applies to the entire Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 2.3 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s interest in this Lease)) if Original Tenant and/or its Permitted Transferee Assignee is in occupancy of the entire then-existing Premises.

Option Right. Landlord and Tenant acknowledge and agree that, effective as of the date of this Second Amendment, Section 2.2 of the Office Lease shall be terminated and of no further force or effect. Notwithstanding the termination of any previously existing extension rights, Landlord hereby grants to the originally Tenant named Tenant herein in this Second Amendment (“the "Original Tenant”), ") and its “any "Permitted Assignees”, Transferee" (as that term is defined in Section 14.8, below, one 14.8 of the Office Lease) two (12) option new options to extend the Lease Term (the "Option to Extend") each for a period of five (5) years (the “each, an "Option Term”"), which option shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such notice, Tenant is not in economic or material non-economic default under this Lease, after the expiration of Lease (beyond any applicable notice and cure period; (iiperiods) and Tenant has not previously been in economic or material non-economic default under this Lease, after the expiration of Lease(beyond any applicable notice and cure period, periods) more than twice in once during the prior twelve (12) month period prior to or more than three (3) times during the date of Tenant’s attempted exercise; and Extended Term (iii) or the Lease then remains in full force and effect. Landlord mayfirst Option Term, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectas applicable). Upon the proper exercise of each such option to extend, and provided that Tenant satisfies all that, as of the end of the Extended Term or the first Option Conditions Term, as applicable, Tenant is not in economic or material noneconomic default under this Lease (except thosebeyond any applicable notice and cure periods) and Tenant has not previously been in economic or material non-economic default under this Lease (beyond any applicable notice and cure periods) more than once during the prior twelve (12) month period or more than three (3) times during the Extended Term (or the first Option Term, if any, which are waived by Landlordas applicable), the Lease Term, as it applies to the Reduced Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 5.1 shall be personal to the Original Tenant and any Permitted Assignees, Transferee and may only be exercised by the Original Tenant or such and any Permitted Assignees Transferee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, transferee of Tenant’s 's interest in this Lease)) if the Original Tenant or any Permitted Transferee occupies no less than fifty percent (50%) of the Reduced Premises.

Option Right. Landlord hereby grants to the originally named Tenant herein (“the "Original Tenant”"), and its “any "Permitted Assignees”, Transferee," as that term is such terms are defined in Section Sections 14.8, below, and any other assignee of Tenant's entire interest in the Lease that is approved by Landlord pursuant to Article 14, below (an "Approved Assignee"), one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which . The option to extend shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided in Section 2.2.3, below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such notice, Tenant is not in default under this Lease. Upon the proper exercise of the option to extend, after and provided that, as of the end of the initial Lease Term, Tenant is not in default under this Lease (beyond the expiration of any applicable notice and cure period; (ii) Tenant has not previously been period expressly set forth in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, Term shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to the originally named tenant herein (the "Original Tenant Tenant"), any Permitted Transferee, and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees Approved Assignee (and but not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease14.1, below, of Tenant’s interest in this Lease). In the event that Tenant fails to timely and appropriately exercise its option to extend in accordance with the terms of this Section 2.2, then the option to extend granted to Tenant pursuant to the terms of this Section 2.2 shall automatically terminate and shall be of no further force or effect.

Option Right. Landlord hereby grants to the Tenant originally named Tenant herein in this Lease (“Original Tenant”), and its any assignee of Original Tenant’s entire interest in the Lease that has been approved in accordance with the terms of Article 14, below (a “Approved Assignee”), and any assignee that is a “Permitted AssigneesAssignee”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five seven (57) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five seven (57) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees or Approved Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Leasebelow, of Tenant’s interest in this Lease). [*] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 406 of the Securities Act of 1933, as amended.

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five three (53) years (the “Option Term”), which option shall be irrevocably exercised only by written notice and delivered by Tenant to Landlord not more than twelve fifteen (1215) months nor less than nine twelve (912) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) as of the end of the Lease Term, Tenant is not in default under this Lease, after/the expiration of any applicable notice and cure period; and (iii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) any 24-month period prior to the date of Tenant’s attempted exerciseperiod; and (iiiiv) the Lease then remains in full force and effecteffect and Original Tenant has not sublet more than 25% of the Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord mayWay, at Landlord▇▇▇▇▇▇▇▇’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be ^e extended for a period of five three (53) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants Tenant and any Affiliate to whom Tenant has assigned this Lease or subleased the originally named entire Premises (each of Tenant and such Affiliate being referred to herein (“Original Tenant”), and its as a “Permitted AssigneesOptionee”, as that term is defined in Section 14.8, below, ) one (1) option to extend the Lease Term for all of the Premises, for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised exercisable only pursuant to the terms of this Section 3.2 and by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such notice, notice Tenant is not then in default under this Lease, after the expiration of any Lease beyond all applicable notice and cure period; (ii) Tenant periods provided in this Lease and has not previously been in default under this Lease, after Lease beyond the expiration of any applicable notice and cure period, period provided in this Lease more than twice once in the preceding twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectmonths. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, as of the Option Conditions end of the Lease Term, Tenant is not then in default under this Lease beyond all applicable notice and cure periods provided in this Lease and has not previously been in default under this Lease beyond the applicable cure period provided in this Lease more than once in the preceding twelve (except those, if any, which are waived by Landlord)12) months, the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 3.2 shall be personal to Original Tenant and any the Permitted Assignees, Optionees and may only be exercised by Original Tenant or such one of the Permitted Assignees Optionees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, transferee of Tenant’s interest in this Lease)) if the applicable Permitted Optionee occupies the entire Premises.

Option Right. Landlord hereby grants to the Tenant originally named Tenant herein in this Lease (the “Original Tenant”), and its any assignee of Original Tenant's entire interest in the Lease that has been approved in accordance with the terms of Article 14, below (a “Permitted AssigneesAssignee”, as that term is defined in Section 14.8, below), one (1) option to extend the Lease Term for a period of five eight (5) 8) years (the “Option Term”), which . Such option to extend shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, stating that Tenant is thereby irrevocably exercising its option to lease the Premises during the Option Term. Upon the proper exercise of the option to extend, and provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, at Landlord’s option, as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any Lease (beyond all applicable notice and cure period; (iiperiods) Tenant and has not previously been in economic or material non-economic default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period, periods) more than twice in during the twelve prior twenty-four (1224) month period prior to the date of Tenant’s attempted exercise; period, and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any as of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all end of the Option Conditions initial Lease Term, Tenant is not in default under this Lease (except those, if any, which are waived by Landlordbeyond the applicable notice and cure periods), the Lease Term, as it applies to the Premises, Term shall be extended for a period of five eight (5) 8) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease14.1, below, of Tenant’s interest in this Lease). In the event that Tenant fails to timely and appropriately exercise its initial option to extend the Lease Term in accordance with the terms of this Section 2.2, then such option shall automatically terminate and shall be of no further force or effect.

Option Right. Landlord hereby grants to the Tenant originally named Tenant herein in this Lease (the “Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one two (12) option options to extend the Lease Term for a period of five (5) years (the each, an “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial then Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease). Notwithstanding any contrary provision of this Section 2.2, in no event may Tenant exercise its right to extend the Lease Term for the second (2nd) Option Term under this Section 2.2 if Tenant fails to timely exercise its right to extend the initial Lease Term for the first (1st) Option Term under this Section 2.2.

Option Right. Landlord hereby grants to the originally named Original Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five eight (5) 8) years (the “"Option Term”"), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve fifteen (1215) months nor less than nine twelve (912) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “"Option Conditions”") are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s 's attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s ▇▇▇▇▇▇▇▇'s option, exercised in Landlord’s 's sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five eight (5) 8) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “"Transferee,” " as that term is defined in Section 14.1 of this Lease, of Tenant’s 's interest in this Lease).

Option Right. Landlord hereby grants to the tenant originally named Tenant herein (“the "Original Tenant”), ") and its “"Permitted Assignees”, Transferee Assignee," as that term is defined set forth in Section 14.8, below14.8 of this Lease, one (1) option to extend the Lease Term for the entire Premises by a period of five three (53) years (the “"Option Term”"), which . Such option shall be irrevocably exercised exercisable only by written notice "Notice" (as that term is defined in Section 29.18 of this Lease) delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in default under this Lease, (ii) Tenant has not been in default under this Lease (beyond the applicable notice and cure periods) during the prior Lease Term, and (iii) there has been no material adverse change in Tenant's financial condition during the prior twenty-four (24)-month period. Upon the proper exercise of such option to extend (and provided that, at Landlord's election, as of the end of the Lease Term, (A) Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (iiB) Tenant has not previously been in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure periodperiods) during the prior Lease Term, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iiiC) there has been no material adverse change in Tenant's financial condition during the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions prior twenty-four (except those, if any, which are waived by Landlord24)-month period), then the Lease Term, as it applies to the entire Premises, shall be extended for a period of five three (53) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s 's interest in this Lease)) if Original Tenant and/or its Permitted Transferee Assignee is in occupancy of the entire then-existing Premises.

Option Right. Landlord hereby grants to the originally named Original Tenant herein (“Original Tenant”), and its “any Permitted Assignees”, as that term is defined in Section 14.8, belowAssignee, one (1) option to extend (“Extension Option”) the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such noticethe “Option Rent Notice,” as that term is defined in Section 2.3.4, below, this Lease remains in full force and effect, Tenant is not in default under this Lease, after the expiration of Lease beyond any applicable notice and cure period; (ii) Tenant period and has not previously been in default under this Lease, after the expiration of Lease beyond any applicable notice and cure period, period more than twice in twice, and Original Tenant (or any Permitted Assignee) occupies the twelve entire Premises; (12ii) month period prior to as of the date of Tenant’s attempted exercise; and (iii) delivery of the “Option Exercise Notice,” as that term is defined in Section 2.3.4, below, this Lease then remains in full force and effect, Tenant is not in default (beyond applicable notice and cure periods) under this Lease and has not previously been in default under this Lease beyond any applicable notice and cure period more than twice, and Original Tenant (or any Permitted Assignee) occupies the entire Premises; and (iii) as of the end of the initial Lease Term, this Lease remains in full force and effect, Tenant is not in default (beyond applicable notice and cure periods) under this Lease and has not previously been in default under this Lease beyond any applicable notice and cure period more than twice, and Original Tenant (or any Permitted Assignee) occupies the entire Premises. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 2.3 shall be personal to Original Tenant and any Permitted Assignees, Assignee and may be exercised only by Original Tenant or such any Permitted Assignees Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease14.1, below, of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its any Permitted Transferee Assignee, two (2) options (each, an “Permitted AssigneesExtension Option”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five (5) years each (the each, an “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord (the “Extension Exercise Notice”) not more earlier than twelve eighteen (1218) months nor less months, and not later than nine fifteen (915) months months, prior to the Lease Expiration Date (or expiration of the initial Lease first Option Term, as applicable), provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default Default under this Lease, after the expiration of any applicable notice and cure period; (ii) as of the end of the Lease Term, Tenant is not in Default under this Lease; (iii) Tenant has not previously been in default Default under this Lease, after the expiration of any applicable notice and cure period, Lease more than twice once in the twelve immediately preceding eighteen (1218) month period prior to the date of Tenant’s attempted exerciseperiod; and (iiiiv) the this Lease then remains in full force and effecteffect and Tenant has not sublet (other than to a “Permitted Transferee,” as that term is defined in Section 14.8, below) more than fifty percent (50%) of the Premises at the time the Extension Option is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the optionExtension Option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extendan Extension Option, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) yearsyears from the Lease Expiration Date (or expiration of the first Option Term, as applicable) for the initial Premises. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, Transferee Assignee and may be exercised by Original Tenant or such a Permitted Assignees Transferee Assignee only (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, Transferee of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the originally named Tenant herein (“the "Original Tenant”), ") and its “any Permitted Assignees”, as that term is defined in Section 14.8, below, one Transferee Assignee two (12) option option(s) to extend the Lease Term each for a period of five (5) years (the “each an "Option Term”" and, together, the "Option Terms"), which . Such option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more no earlier than fifteen (15) months and no later than twelve (12) months nor less than nine (9) months prior to the expiration of the Lease Term (or initial Lease Option Term, as applicable), provided that the following conditions (the “"Option Conditions”") are satisfied: (i) as of the date of delivery of such notice, Tenant is not then in default under this Lease, after the expiration of any applicable notice and cure period; (ii) as of the end of the Lease Term (or initial Option Term, as applicable), Tenant is not then in default under this Lease; (iii) Tenant has not previously been in default under this Lease, after the expiration of Lease beyond any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iiiiv) the Lease then remains in full force and effecteffect and Original Tenant occupies the entire Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s 's option, exercised in Landlord’s 's sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 1 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees only (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s 's interest in this Lease).

Option Right. Landlord hereby grants to the originally named Tenant herein (the “Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, ) one (1) option to extend the Lease Term for a period of five (5) years (the “Option Term”), which . Such option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more no earlier than twelve fifteen (1215) months nor less and no later than nine six (96) months prior to the expiration of the initial Lease Extension Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this the Lease, after the expiration of any applicable notice and cure period; (ii) as of the end of the Extension Term, Tenant is not in default under the Lease; (iii) Tenant has not previously been in default under this Lease, after the expiration of Lease beyond any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exerciseperiods; and (iiiiv) the Lease then remains in full force and effecteffect and Original Tenant occupies the entire Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord▇▇▇▇▇▇▇▇’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the entire 3560 ▇▇▇▇▇▇▇ Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 8 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees only (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this the Lease).

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), its Affiliates and its “any Permitted Assignees”, as that term is defined in Section 14.8, below, one Assignee three (13) option options to extend the Lease Term for the entire initial Premises (and, to the extent identified in the "Exercise Notice" the entirety of each of the FO Buildings to the extent Tenant had previously exercised its right of first offer with respect thereto (the total of such identified space shall be, collectively, the "OPTION PREMISES"), each by a period of five (5) years (each, an "OPTION TERM"); provided, however, that to the “extent Tenant has, at the time of exercise of an Option Term”), which a remaining option to elect an additional Option Term thereafter, Tenant may elect that the such two (2) Option Terms (the present and the subsequent) be exercised at the same time for an effective Option Term of ten (10) years; provided further, however, that to the extent Tenant so elects to concurrently exercise two (2) such Option Terms, then all references in this SECTION 2.2 to five (5) years, shall instead be deemed to refer to ten (10) years. Such option shall be irrevocably exercised exercisable only by written notice Notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, Tenant is not in default Default under this Lease, after the expiration of any Lease (with all applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectperiods having expired). Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, as of the Option Conditions end of the then applicable Lease Term, Tenant is not in Default under this Lease (except those, if any, which are waived by Landlordwith all applicable cure -9- periods having expired), the Lease Term, as it applies to the entire then-existing Option Premises, shall be extended for a period of five (5) years. The rights contained in this Section SECTION 2.2 shall only be personal to exercised by the Original Tenant Tenant, its Affiliates and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees Assignee (and not by any other assignee, sublessee sublesee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s 's interest in this Lease).

Option Right. Landlord hereby grants to the originally original Tenant named in this Lease and any Affiliate, as defined in Section 14.7 below, of such original Tenant herein or person or entity that acquires all or substantially all of such original Tenant’s capital stock or assets (collectively, the “Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one ) two (12) option consecutive options to extend the Lease Term for a period of five (5) years each (each, an “Option Term” and collectively, the “Option TermTerms”), which option options shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term or Option Term, as applicable, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such notice, Tenant is not in default under this Lease. Upon the proper exercise of each option to extend, after and provided that, as of the expiration end of the initial Lease Term or Option Term, as applicable, Tenant is not in default under this Lease beyond any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to the Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s interest in this Lease), except for any assignee or sublessee (a “Permitted Transferee”) under a transfer permitted under Sections 14.6 or 14.7 of this Lease) if the Original Tenant and/or a Permitted Transferee occupies the entire Premises.

Option Right. Landlord hereby grants to the originally named Original Tenant herein (“Original Tenant”), and its “Permitted Assignees”Transferee Assignee, as that term is defined in Section 14.8, below, one two (12) option options to extend the Lease Term for the entire then existing Premises (including any First Refusal Space leased by Tenant in accordance with Section 1.3, above), each by a period of five (5) years (the each, an “Option Term”), which . Such option shall be irrevocably exercised exercisable only by written notice “Notice” (as that term is defined in Section 29.18 of this Lease) delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in economic or material non-economic default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in economic or material non-economic default under this Lease, after Lease (beyond the expiration of any applicable written notice and cure period, periods) more than twice in during the twelve prior eighteen (1218) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectmonths. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, at Landlord’s election, as of the Option Conditions end of the then applicable Lease Term, (except thoseA) Tenant is not in default under this Lease, if any(B) Tenant has not been in economic or material non-economic default under this Lease (beyond the applicable notice and cure periods) more than twice during the prior eighteen (18) months, which are waived by Landlord), then the Lease Term, as it applies to the entire Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s interest in this Lease)) if Original Tenant and/or its Permitted Transferee Assignee is in occupancy of at least seventy-five percent (75%) of the then-existing Premises.

Option Right. Landlord hereby grants to the Tenant originally named Tenant herein in this Lease (“the "Original Tenant”), ") and its “any "Permitted Assignees”, Transferee," as that term is defined set forth in Section 14.8, below14.8 of this Lease, one (1) option to extend the Lease Term for the entire Premises by a period of five (5) years (the “"Option Term”"), which . Such option shall be irrevocably exercised exercisable only by written notice Notice ▇▇▇▇▇▇ REALTY 571981.06/WLA ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ K4064-066/6-8-04/pjr/pjr -5-[STMicroelectronics, Inc.] delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in economic or material non-economic default under this Lease, after the expiration of Lease (beyond any applicable notice and cure period; periods), (ii) Tenant has not previously been in economic or material non-economic default under this Lease, after the expiration of Lease (beyond any applicable notice and cure periods) more than once during the prior twelve(12) month period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) Tenant has not been in economic or material non-economic default under this Lease (beyond any applicable notice and cure periods) more than three (3) times during the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectTerm. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, as of the Option Conditions end of the Lease Term, (except those, if any, which are waived by LandlordA) Tenant is not in economic or material non-economic default under this Lease (beyond any applicable notice and cure periods), (B) Tenant has not been in economic or material non-economic default under this Lease (beyond any applicable notice and cure periods) more than once during the prior twelve(12) month period, and (C) Tenant has not been in economic or material non-economic default under this Lease (beyond any applicable notice and cure periods) more than three (3) times during the Lease Term, then the Lease Term, as it applies to the entire Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s 's interest in this Lease)) if Original Tenant and/or its Permitted Transferee is in occupancy of no less than fifty percent (50%) of the Premises.

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) the option to extend the Lease Term for a period of five (5) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve fifteen (1215) months nor less than nine twelve (912) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) as of the end of the Lease Term, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (iii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercisetwice; and (iiiiv) the Lease then remains in full force and effecteffect and Original Tenant or a Permitted Assignee occupies the entire Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” ”, as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the originally named Original Tenant herein (“Original Tenant”), and its “Permitted Assignees”, Transferees” (as that term is defined set forth in Section 14.8, below14.8 of this Lease), one (1) option to extend the Lease Term for the entire Premises, by a period of five (5) years (the “Option Term”), which . Such option shall be irrevocably exercised exercisable only by written notice Notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in economic or material non-economic default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period; periods), (ii) Tenant has not previously been in economic or material non-economic default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period, periods) more than twice in once during the prior twelve (12) month period prior to the date of Tenant’s attempted exercise; period, and (iii) Tenant has not been in economic or material non-economic default under this Lease (beyond the Lease then remains in full force applicable notice and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive cure periods) more than three (3) times during any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectfive (5) year period. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, as of the Option Conditions end of the then applicable Lease Term, (except those, if any, which are waived by LandlordA) Tenant is not in economic or material non-economic default under this Lease (beyond the applicable notice and cure periods), (B) Tenant has not been in economic or material non-economic default under this Lease (beyond the applicable notice and cure periods) more than once during the prior twelve (12) month period, and (C) Tenant has not been in economic or material non-economic default under this Lease (beyond the applicable notice and cure periods) more than three (3) times during the Lease Term, then the Lease Term, as it applies to the entire Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s interest in this Lease) to the extent Original Tenant and/or such Permitted Transferee occupy or otherwise retain their occupancy rights (even if not then occupying the same) for at least seventy-five percent (75%) of the then existing Premises (i.e., other than to a Permitted Transferee, this Lease has not been assigned or transferred, nor has a subtenant (or subtenants) subleased more than a total of twenty-five percent (25%) of the then existing Premises).

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “"Permitted Assignees”", as that term is defined in Section 14.8, below, one two (12) option options to extend the Lease Term for a period of five (5) years (the “each, an "Option Term”"), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial then Lease Term, provided that the following conditions (the “"Option Conditions”") are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s 's attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s L▇▇▇▇▇▇▇'s option, exercised in Landlord’s 's sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “"Transferee,” " as that term is defined in Section 14.1 of this Lease, of Tenant’s 's interest in this Lease). Notwithstanding any contrary provision of this Section 2.2, in no event may Tenant exercise its right to extend the Lease Term for the second (2nd) Option Term under this Section 2.2 if Tenant fails to timely exercise its right to extend the initial Lease Term for the first (1st) Option Term under this Section 2.2.

Option Right. Landlord hereby grants to the originally named Original Tenant herein (“Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one Transferees two (12) option successive options to extend the Lease Term for with respect to one or more floors (or all of the space leased on any particular floor by Tenant) of any Tranche of Premises, each by a period of five (5) years (the each, an “Option Term”), which . Each option to extend shall be irrevocably exercised exercisable only by written notice “Notice” (as that term is defined in Section 29.17 of this Lease) delivered by Tenant to Landlord as provided below, provided that, (“Option Term Exercise Notice”), not more earlier than fifteen (15) and not less than twelve (12) months nor less than nine (9) ), months prior to the applicable Lease Expiration Date (or the expiration of the initial Lease first Option Term, as applicable), provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such noticeNotice, Tenant is not then in default under this Lease, Lease (after receipt of all required notices from Landlord and the expiration of any all applicable notice and cure period; (ii) Tenant has not previously been period set forth in default under this Lease, after the expiration of any applicable notice and cure period, more than twice ). Tenant shall specify in the twelve (12Option Term Exercise Notice the floor(s) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectPremises (or portions thereof) that Tenant desires to extend. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, at Landlord’s election, as of the Option Conditions (except those, if any, which are waived by Landlord), end of the then applicable Lease Term, as it applies to Tenant is not then in default under this Lease (after receipt of all required notices from Landlord and the Premisesexpiration of all applicable cure period set forth in this Lease), then the Lease Term shall be extended independently for the applicable floor(s) of the Premises (or portions thereof) for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants to the tenant originally named Tenant herein (“the "Original Tenant”), ") and its “"Permitted Assignees”, Transferee Assignee," as that term is defined set forth in Section 14.8, below14.8 of this Lease, one (1) option to extend the Lease Term for the entire Premises by a period of five (5) years (the “"Option Term”"), which . Such option shall be irrevocably exercised exercisable only by written notice "Notice" (as that term is defined in Section 29.18 of this Lease) delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in monetary default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period; period set forth in this Lease), and (ii) Tenant has not previously been in monetary default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period, period set forth in this Lease) more than twice in during the immediately preceding twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectperiod. Upon the proper exercise of such option to extend, extend (and provided that Tenant satisfies all that, at Landlord's election, as of the Option Conditions end of the initial Lease Term, (except those, if any, which are waived by LandlordA) Tenant is not in monetary default under this Lease (beyond the applicable notice and cure period set forth in this Lease), (B) Tenant has not been in monetary default under this Lease (beyond the applicable notice and cure period set forth in this Lease) more than twice during the immediately preceding twelve (12) month period, then the Lease Term, as it applies to the entire Premises, shall be extended for a period of five (5) years. The rights contained 692500.09/WLA371593-00023/6-13-12/ao/ao -▇▇- ▇▇▇ ▇▇▇▇▇▇[▇▇▇▇▇▇ Realty, L.P.][Concur Technologies, Inc.] in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s 's interest in this Lease)) if Original Tenant and/or its Permitted Transferee Assignee is in occupancy of the entire then-existing Premises.

Option Right. Landlord hereby grants to Dropbox, Inc., a Delaware corporation (the originally named Tenant herein (“"Original Tenant”"), and its “any "Permitted Assignees”, Transferee Assignee" (as that term is defined in Section 14.814.8 of this Lease), below, one two (12) option successive options to extend the Lease Term for a period of five (5) years each (the “each, an "Option Term”", and each option, an "Option to Extend"), which option . Each Option to Extend shall be irrevocably exercised exercisable only by written notice delivered by Original Tenant or a Permitted Transferee Assignee to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided in Section 2.2.3 below; provided that, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable received notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions is in "Default" (except those, if any, which are waived by Landlordas that term is defined in Section 19.1 below), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights right contained in this Section 2.2 shall be personal to the Original Tenant and any Permitted Assignees, Transferee Assignee and may only be exercised by the Original Tenant or a Permitted Transferee Assignee (and not any other assignee or sublessee or Transferee of Tenant's interest in this Lease) provided that the Original Tenant or such Permitted Assignees Transferee Assignee has not subleased more than thirty-three percent (33%) of the rentable square footage of the Premises pursuant to a sublease or subleases then in effect. In the event that Tenant fails to timely and not by any other assignee, sublessee or other “Transferee,” as that term is defined appropriately exercise an Option to Extend in Section 14.1 accordance with the terms of this LeaseSection 2.2, then such Option to Extend shall automatically terminate and shall be of Tenant’s interest no further force or effect. Further, notwithstanding any contrary provision of this Section 2.2, in no event may Tenant exercise its right to extend the Lease Term for the second Option Term under this Lease)Section 2.2 if Tenant fails to timely exercise its right to extend the initial Lease Term for the first Option Term under this Section 2.2.

Option Right. Landlord hereby grants to the originally named Tenant herein (“Original Tenant”), and its “any Permitted Transferee Assignee or assignee approved by Landlord pursuant to Article 14, below (collectively, "Approved Assignees”, as that term is defined in Section 14.8, below"), one (1) option to extend the Lease Term for a period of five (5) years (the “"Option Term”"), which . "Original Tenant" shall mean the Tenant named on Page 1 hereof as Tenant and not any subsequent Transferees. The option to extend shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided in Section 2.2.3, below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such notice, Tenant is not in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period; (ii) period expressly set forth in this Lease). Tenant has shall have the right to exercise the extension option as to all, but not previously been in default less than all, of the Premises then leased by Tenant under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such the option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, Term shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to the Original Tenant and any Permitted Assignees, Approved Assignees and may only be exercised by the Original Tenant or such Permitted Assignees an Approved Assignee (and not by any other assignee, assignee or sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, Transferee of Tenant’s interest in this Lease)) if the Original Tenant or an Approved Assignee, as applicable, will occupy at least fifty percent (50%) of the Premises. In the event that Tenant fails to timely and appropriately exercise its option to extend in accordance with the terms of this Section 2.2, then the option to extend granted to Tenant pursuant to the terms of this Section 2.2 shall automatically terminate and shall be of no further force or effect.

Option Right. Landlord hereby grants to the originally named Original Tenant herein (“Original Tenant”), and its “Permitted Assignees”, or any "Non-Transferee Assignee," as that term is defined in Section 14.814.7, below, one (1) option to extend the Lease Term for a period of five (5) years (the “"Option Term”"), which option shall be irrevocably exercised exercisable only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “"Option Conditions”") are satisfied: (i) as of the date of delivery of such noticethe "Option Rent Notice," as that term is defined in Section 2.2.4, Tenant is not in default under below, this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect, Tenant is not in Default under this Lease and has not previously been in Default under this Lease more than twice, and Original Tenant or a Non-Transferee Assignee occupies the entire Premises; (ii) as of the date of delivery of the "Option Exercise Notice," as that term is defined in Section 2.2.4, below, this Lease remains in full force and effect, Tenant is not in Default under this Lease and has not previously been in Default under this Lease more than twice, and Original Tenant or a Non-Transferee Assignee occupies the entire Premises; and (iii) as of the end of the immediately previous Lease Term, this Lease remains in full force and effect, Tenant is not in Default under this Lease and has not previously been in Default under this Lease more than twice, and Original Tenant or a Non-Transferee Assignee occupies the entire Premises. Landlord may, at Landlord’s 's option, exercised in Landlord’s 's sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the PremisesPremises and the First Offer Space (if applicable), shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted AssigneesNon-Transferee Assignee, and may be exercised only by Original Tenant or such Permitted Assignees a Non-Transferee Assignee (and not by any other assignee, sublessee or other “"Transferee,” " as that term is defined in Section 14.1 of this Lease14.1, below, of Tenant’s 's interest in this Lease).

Option Right. Landlord hereby grants to the tenant originally named Tenant herein (the “Original Tenant”), ) and its “Permitted Assignees”, Transferee Assignee,” as that term is defined set forth in Section 14.8, below14.8 of this Lease, one (1) option to extend the Lease Term for the entire Premises by a period of five (5) years (the “Option Term”), which . Such option shall be irrevocably exercised exercisable only by written notice “Notice” (as that term is defined in Section 29.18 of this Lease) delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Termas provided below, provided that the following conditions (the “Option Conditions”) are satisfied: (i) that, as of the date of delivery of such noticeNotice, (i) Tenant is not then in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period; periods), and (ii) Tenant has not previously been in default under this Lease, after Lease (beyond the expiration of any applicable notice and cure period, more than twice in periods) during the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effectTerm. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all that, at Landlord’s election, as of the Option Conditions end of the Lease Term, (except those, if any, which are waived by LandlordA) Tenant is not in default under this Lease (beyond the applicable notice and cure periods), and (B) Tenant has not been in default under this Lease (beyond the applicable notice and cure periods) during the prior Lease Term, then the Lease Term, as it applies to the entire Premises, shall be extended for a period of five (5) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may only be exercised by the Original Tenant or such its Permitted Assignees Transferee Assignee (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 transferee of this Lease, of the Original Tenant’s interest in this Lease)) if Original Tenant and/or its Permitted Transferee Assignee is in occupancy of the entire then-existing Premises.

Option Right. Landlord hereby grants to the Tenant originally named Tenant herein in this Lease (the “Original Tenant”), and its “Permitted Assignees”, as that term is defined in Section 14.8, below, one (1) option to extend the Lease Term for a period of five ten (510) years (the “Option Term”), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; (ii) Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant’s attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five ten (510) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Assignees, and may be exercised by Original Tenant or such Permitted Assignees (and not by any other assignee, sublessee or other “Transferee,” as that term is defined in Section 14.1 of this Lease, of Tenant’s interest in this Lease).