Common use of OPTION TO LEASE ADDITIONAL SPACE Clause in Contracts

OPTION TO LEASE ADDITIONAL SPACE. Subject to the terms and conditions hereinafter set forth, and provided Tenant is not then in default under the terms of this Lease, the Landlord hereby grants to Tenant an option to lease any space on the eighth (8th) floor of the Building as such space becomes available (the "Expansion Space"). The Expansion Space shall be leased to Tenant at the Base Rent (on a per square foot basis) in effect with respect to the Premises as of the date Tenant exercises its option. Landlord shall give Tenant notice of the available space, setting forth the material terms and conditions of the Lease. Following receipt of such notice from Landlord, Tenant shall have five (5) business days in which to notify Tenant in writing of its intent to exercise its option with respect to the Expansion Space. If Tenant shall exercise its option with respect to Expansion Space, Tenant shall have an additional five (5) business days to execute and deliver to Landlord a lease agreement (in the form of an amendment to this Lease) with respect to such space. Tenant acknowledges and decrees that any such Expansion Space shall be leased by Tenant in its "As Is" condition, and that Landlord shall have no obligation to alter, refurbish or improve such space, except as hereinafter provided. In the event Tenant exercises its option to lease Expansion Space on the eighth (8th) floor of the Building, as herein set forth, such Expansion Space shall constitute part of the Premises, effective as of the date an amendment to Lease is executed by both parties, and EXHIBIT "A" shall be amended to designate the expanded Premises. If, as a result of Tenant's lease of the Expansion Space, Tenant is the sole tenant on the eighth (8th) floor of the Building, and the Premises constitute a single suite of offices, then Landlord shall have the right to reconfigure the space on the eighth (8th) floor to reflect a one-tenant occupancy of such suite of offices. Such reconfiguration of space may include, without limitation, the elimination of common areas (including hallways, corridors, bathrooms and mechanical rooms), which areas shall be incorporated into the square footage comprising the Premises, and the Premises shall constitute the entire eighth (8th) floor of the Building for all purposes. Provided Tenant exercises the option to lease Expansion Space hereunder no later than December 31, 1996, Landlord shall make improvements to the Expansion Space at a cost not to exceed $21,152. Such improvements shall be made in accordance with plans and specifications to be developed by Landlord and approved by Tenant. Any construction costs in excess of $21,152 shall be borne by Tenant.

OPTION TO LEASE ADDITIONAL SPACE. Subject to So long as the terms Lease is in full force and conditions hereinafter set forth, effect and provided Tenant there is not then in default no uncured Event of Default under the terms of this Lease, Tenant will have a one-time right of first offer (“Right of First Offer”) to lease all (but not part) of the last 10,000 square feet of contiguous floor space within Building 2 (“Offer Space”), at any time prior to April 30, 2008. Prior to Landlord hereby grants initially leasing the Offer Space to third parties, Landlord will first offer to lease the Offer Space to Tenant an option to lease any space on the eighth (8th) floor of the Building as such space becomes available by giving a written notice (the "Expansion Space"). The Expansion Space shall be leased “Offer”) to Tenant at the Base Rent (on a per square foot basis) in effect with respect to the Premises as Tenant, containing all of the date Tenant exercises its option. Landlord shall give Tenant notice of the available space, setting forth the material terms and conditions upon which Landlord would be willing to lease the Offer Space, including, without limitation, rental rate, allowances and concessions, term, and date of occupancy. Tenant will have 5 days from receipt of the LeaseOffer to accept the Offer in writing. Following receipt If Tenant fails to accept the Offer within such 5-day period, such failure will constitute rejection of such notice from Landlordthe Offer. If Tenant accepts the Offer, Landlord and Tenant shall will promptly enter into an amendment to the Lease adding the Offer Space to the Premises and otherwise incorporating the terms and conditions of the Offer. If Tenant rejects (or is deemed to have five (5rejected) business days the Offer, Landlord will be free to lease the Offer Space to a third party upon the same basic terms and conditions as were stated in which the Offer and the Right of First Offer granted herein will automatically terminate and be of no further force or effect. This Right of First Offer is personal to notify Tenant in writing and is not assignable to any third parties, including, but not limited to, any assignee or sublessee of its intent Tenant. Notwithstanding anything to exercise its option the contrary set forth herein, the Right of First Offer granted pursuant to this Section 2.4 will terminate and Tenant will have no further preferential rights with respect to the Expansion Space. If Tenant shall exercise its option with respect to Expansion Space, Tenant shall have an additional five (5) business days to execute and deliver to Landlord a lease agreement (in the form of an amendment to this Lease) with respect to such space. Tenant acknowledges and decrees that any such Expansion Space shall be leased by Tenant in its "As Is" condition, and that Landlord shall have no obligation to alter, refurbish or improve such space, except as hereinafter provided. In the event Tenant exercises its option to lease Expansion Offer Space on the eighth (8th) floor of the BuildingApril 30, as herein set forth, such Expansion Space shall constitute part of the Premises, effective as of the date an amendment to Lease is executed by both parties, and EXHIBIT "A" shall be amended to designate the expanded Premises. If, as a result of Tenant's lease of the Expansion Space, Tenant is the sole tenant on the eighth (8th) floor of the Building, and the Premises constitute a single suite of offices, then Landlord shall have the right to reconfigure the space on the eighth (8th) floor to reflect a one-tenant occupancy of such suite of offices. Such reconfiguration of space may include, without limitation, the elimination of common areas (including hallways, corridors, bathrooms and mechanical rooms), which areas shall be incorporated into the square footage comprising the Premises, and the Premises shall constitute the entire eighth (8th) floor of the Building for all purposes. Provided Tenant exercises the option to lease Expansion Space hereunder no later than December 31, 1996, Landlord shall make improvements to the Expansion Space at a cost not to exceed $21,152. Such improvements shall be made in accordance with plans and specifications to be developed by Landlord and approved by Tenant. Any construction costs in excess of $21,152 shall be borne by Tenant2008.

OPTION TO LEASE ADDITIONAL SPACE. Subject to the terms and conditions hereinafter set forth, Provided that no Event of Default then exists under this Lease and provided that Tenant is has not then in default under the terms of assigned this Lease, the Landlord hereby grants to Tenant an option to lease any space on the eighth Lease nor sublet greater than fifteen percent (8th15%) floor of the Building as such space becomes available (the "Expansion Space"). The Expansion Space shall be leased to Tenant at the Base Rent (on a per square foot basis) in effect with respect to the Premises as Rentable Area of the date Tenant exercises its option. Landlord shall give Tenant notice of the available space, setting forth the material terms and conditions of the Lease. Following receipt of such notice from LandlordPremises, Tenant shall have five the right and option to lease all of Building C in the Project (5) business days the "Additional Space"), a building to be constructed approximately in which to the location shown on EXHIBIT "B" attached hereto and consisting of approximately 51,300 square feet of Rentable Area, on the terms set forth hereinbelow; provided, however, if Tenant does not notify Tenant Landlord in writing of its intent on or before October 1, 1997 that Tenant elects to exercise its option with respect to lease the Expansion Space. If Tenant shall exercise its option with respect to Expansion Additional Space, Tenant Tenant's right to lease such space shall have an additional five (5) business days to execute terminate and deliver to Landlord a expire. The terms for Tenant's lease agreement (in of the form of an amendment to this Lease) with respect to such space. Tenant acknowledges and decrees that any such Expansion Additional Space shall be leased by Tenant as follows: (i) Tenant's Credit (as defined in its "As Is" conditionparagraph 10.c of the Work Letter) shall equal $10.00 per square foot of Rentable Area within the Additional Space; and (ii) Base Rental for the Additional Space shall equal $0.62 per square foot of Rentable Area during years one through three, $0.65 per square foot of Rentable Area during years four and five, $0.68 per square foot of Rentable Area during years six through eight, and that Landlord shall have no obligation to alter, refurbish or improve such space, except as hereinafter provided. In $0.72 per square foot of Rentable Area for the event Tenant exercises its option to lease Expansion Space on the eighth (8th) floor balance of the Building, as herein set forth, such Expansion Space shall constitute part of the Premises, effective as of the date an amendment to Lease is executed by both parties, and EXHIBIT "A" shall be amended to designate the expanded Premises. If, as a result term of Tenant's lease of the Expansion Additional Space. Tenant and Landlord shall execute an amendment to this Lease incorporating such Additional Space and such terms within fifteen (15) days after Tenant's notification to Landlord. If Tenant fails or refuses to execute such amendment within such 15-day period, Tenant's right to lease the Additional Space shall terminate and expire. Except as provided above, Tenant's lease of the Additional Space shall be upon the same terms and conditions of the Lease (including the Work Letter); provided, however: (i) Tenant shall have the use of 420 parking spaces, in the aggregate, within the Permitted Parking Areas pursuant to its lease of the Building and the Additional Space, less any spaces eliminated by Tenant's use of any proposed spaces for non-parking purposes; (ii) the term of Tenant's lease of the Additional Space shall commence on a commencement date calculated in accordance with paragraph 1 above, and Initials ___ ___ 18 20 shall end on the last day of the term of this Lease, as set forth in paragraph 1 herein; and (iii) within sixty (60) days after Tenant's notification to Landlord of its election to lease the Additional Space, Landlord and Tenant shall mutually approve plans for Base Building Work on the Additional Space and Tenant shall submit Contract Documents for the Additional Space to Landlord, provided that in any event Landlord and Tenant shall mutually approve plans for Base Building Work on the Additional Space and Tenant shall submit Contract Documents for the Additional Space to Landlord on or before the later to occur of October 1, 1997, or Landlord's completion of the building shell for the Additional Space. Landlord shall provide to Tenant plans and specifications for Base Building Work on the Additional Space on or before June 1, 1997. If, after the Commencement Date for the Additional Space, Tenant is reasonably requires additional parking spaces above the sole tenant on the eighth 420 parking spaces described above, then, within forty-five (8th45) floor of the Buildingdays after written request from Tenant, and the Premises constitute a single suite of offices, then Landlord shall have provide Tenant with such required parking spaces up to a maximum of an additional thirty (30) parking spaces (i.e., a total of 450 parking spaces, reduced as provided above) within the right Permitted Parking Areas. Landlord agrees to reconfigure execute and record in the space on the eighth (8th) floor to reflect Real Property Records of Travxx Xxxnty, Texas, a one-tenant occupancy memorandum of such suite of offices. Such reconfiguration of space may include, without limitation, the elimination of common areas (including hallways, corridors, bathrooms and mechanical rooms), which areas shall be incorporated into the square footage comprising the Premises, and the Premises shall constitute the entire eighth (8th) floor of the Building for all purposes. Provided Tenant exercises the Tenant's option to lease Expansion the Additional Space hereunder no later than December 31under this paragraph 26, 1996, Landlord shall make improvements to in the Expansion Space at a cost not to exceed $21,152. Such improvements shall be made in accordance with plans and specifications to be developed by Landlord and approved by Tenant. Any construction costs in excess form of $21,152 shall be borne by TenantEXHIBIT "G" attached hereto.

OPTION TO LEASE ADDITIONAL SPACE. Subject Lessee shall have the right to lease the unoccupied and unleased space adjacent to the terms and conditions hereinafter set forthLeased Premises, and provided Tenant is not then in default under the terms of this Leasewhole or in part, the Landlord hereby grants to Tenant an option to lease any space on the eighth (8th) floor of the Building as such space becomes available (the "Expansion Space"). The Expansion Space shall be leased to Tenant at the Base Rent (on a per square foot basis) in effect with respect to the Premises as of the date Tenant exercises its option. Landlord shall give Tenant notice of the available space, setting forth the material same terms and conditions of this lease which apply to the LeaseLeased Premises except cost for Lessee Improvements and subject to proportionate increases in base rent (but not Additional Rent), taxes, insurance and common area maintenance costs based on the additional square footage; provided, however, in the event Lessee desires to lease a portion of said adjacent space, Lessee must lease no less than a 40' wide by 180' deep section (except that portion of the immediately adjacent 40' wide section used as a stairwell as reflected on the Lessee's Approved Plans) and such section must be adjacent to the Leased Premises. Following In order to exercise the option granted herein, Lessee must provide written notice to Lessor. From and after receipt of such notice from Landlordsaid written notice, Tenant Lessor and Lessee shall have five thirty (530) business days to negotiate the party responsible for costs associated with improvements to be constructed in which to notify Tenant in writing of its intent to exercise its option with respect to the Expansion Spaceadditional space. If Tenant the parties are unable to negotiate such terms prior to expiration of said thirty (30) day period, Lessee's option as granted herein shall exercise its automatically terminate. The option with respect granted herein is not valid as to Expansion Space, Tenant shall have an additional five (5) business days any portion of the adjacent space that is now occupied or leased and is inapplicable to execute and deliver to Landlord a lease agreement (any portion of the Warehouse which is leased or occupied in the form of an amendment to this Lease) with respect to such space. Tenant acknowledges and decrees that any such Expansion Space shall be leased by Tenant in its "As Is" condition, and that Landlord shall have no obligation to alter, refurbish or improve such space, except as hereinafter providedfuture. In the event Tenant Lessee exercises its option to lease Expansion Space on the eighth (8th) floor of the Building, as herein set forth, such Expansion Space shall constitute part of the Premises, effective as of the date an amendment to Lease is executed by both parties, and EXHIBIT "A" shall be amended to designate the expanded Premises. If, as a result of Tenant's lease of the Expansion Space, Tenant is the sole tenant on the eighth (8th) floor of the Building, and the Premises constitute a single suite of offices, then Landlord shall have the right to reconfigure the additional space on the eighth (8th) floor to reflect a one-tenant occupancy of such suite of offices. Such reconfiguration of space may include, without limitation, the elimination of common areas (including hallways, corridors, bathrooms and mechanical rooms), which areas shall be incorporated into the square footage comprising the Premises, and the Premises shall constitute the entire eighth (8th) floor of the Building for all purposes. Provided Tenant exercises the option to lease Expansion Space hereunder no later than December 31, 1996, Landlord shall make improvements to the Expansion Space at a cost not to exceed $21,152. Such improvements shall be made in accordance with plans this paragraph, LESSEE'S right to occupy and specifications use said additional space shall expire and terminate on the same day LESSEE'S right to be developed by Landlord and approved by Tenant. Any construction costs in excess of $21,152 shall be borne by Tenantuse the Leased Premises expires and/or terminates.

OPTION TO LEASE ADDITIONAL SPACE. Subject If, during the Term, the Landlord becomes aware that any space contiguous to the terms and conditions hereinafter set forthPremises situate on the 4th or 6th floors of the Building or floors adjacent to the 4th or 6th floors of the Building (the "Additional Premises") will become available for leasing, and the Landlord shall by written notice to the Tenant, offer to the Tenant the right to lease such Additional Premises in an "as is" condition, provided that the Tenant is not then in default under this Lease. The Tenant shall have thirty (30) days from receipt of such notice to exercise this right, failing which the Tenant shall have no further rights in respect of the Additional Premises so offered by the Landlord to the Tenant in such written notice, and the Landlord may lease the Additional Premises on whatever terms it may determine. If the Tenant accepts such offer, all the provisions of this Lease (except for the rate of Minimum Rent per square foot of the Rentable Area of such Additional Premises) shall apply and except for any tenant inducements which form part of this Lease, shall apply with respect to the Additional Premises. The Minimum Rent applicable to the Additional Premises shall be the then market rent for similar premises in the vicinity of the Building. The term of the Lease with respect to the Additional Premises shall commence on the later of the date upon which the Tenant gives notice that it exercises its right with respect to the Additional Premises and the date upon which the Additional Premises are vacated by the former tenant, and shall be for the same length of term as then remaining with respect to the Premises. The Landlord and Tenant shall enter into a supplement to this Lease to include the Additional Premises, mutatis mutandis, save and except with respect to the rate of the Minimum Rent and for any tenant inducements which may form part of this Lease. RIDER NO. 5 PAYMENT FOR LEASEHOLD IMPROVEMENTS - SIXTH FLOOR EXPANSION PREMISES Provided the Tenant is not in default under this Lease, the Landlord hereby grants shall pay to the Tenant an option to lease any space on the eighth (8th) floor of the Building as such space becomes available a leasehold improvement allowance (the "Expansion SpaceImprovement Allowance"). The Expansion Space shall be leased to Tenant at the Base Rent (on ) as a per square foot basis) in effect with respect once only contribution applicable only to the Premises as of the date Tenant exercises its option. Landlord shall give Tenant notice of the available spaceCommencement Date, setting forth the material terms and conditions of the Lease. Following receipt of such notice from Landlord, Tenant shall have five (5) business days in which to notify Tenant in writing of its intent to exercise its option with respect equal to the Expansion Space. If actual cost to the Tenant shall exercise of completing its option with respect to Expansion Space, Tenant shall have an additional five (5) business days to execute and deliver to Landlord a lease agreement (leasehold improvements in the form of an amendment to this Lease) with respect to such space. Tenant acknowledges and decrees that any such Sixth Floor Expansion Space shall be leased by Tenant in its "As Is" condition, and that Landlord shall have no obligation to alter, refurbish or improve such space, except as hereinafter provided. In the event Tenant exercises its option to lease Expansion Space on the eighth (8th) floor of the Building, as herein set forth, such Expansion Space shall constitute part of the Premises, effective as of the date an amendment to Lease is executed by both parties, and EXHIBIT "A" shall be amended to designate the expanded Premises. If, as a result of Tenant's lease of the Expansion Space, Tenant is the sole tenant on the eighth (8th) floor of the Building, and the Premises constitute a single suite of offices, then Landlord shall have the right to reconfigure the space on the eighth (8th) floor to reflect a one-tenant occupancy of such suite of offices. Such reconfiguration of space may include, without limitation, the elimination of common areas (including hallways, corridors, bathrooms and mechanical rooms), which areas shall be incorporated into the square footage comprising the Premises, and the Premises shall constitute the entire eighth (8th) floor of the Building for all purposes. Provided Tenant exercises the option to lease Expansion Space hereunder no later than December 31, 1996, Landlord shall make improvements to the Expansion Space at a cost but not to exceed $21,15220.00 per square foot of Rentable Area of the Sixth Floor Expansion Premises. Such improvements The Improvement Allowance shall be made in accordance paid, subject to compliance with plans the holdback requirements of the Construction Lien Act, after presentation to the Landlord of paid invoices from the Tenant's contractors and specifications to be developed by Landlord and approved by Tenant. Any construction costs in excess suppliers for completion of $21,152 shall be borne by Tenant.such leasehold improvement work, upon the latest of:

OPTION TO LEASE ADDITIONAL SPACE. Subject to Tenant shall have the terms and conditions hereinafter set forth, and provided Tenant is not then in default under the terms of this Lease, the Landlord hereby grants to Tenant an option to -------------------------------- lease any space on the eighth (8th) floor either or both portions of the Building as such space becomes available building located at 000 Xxxxxxxx Xxxxxx Xxxxx outlined on Exhibits "D-1" or "D-2" attached hereto and made a part hereof (the "Expansion Option Space"). The Expansion ) provided (i) Tenant shall notify Landlord of its election to exercise its option within sixty (60) days after the Premises "A" Commencement Date, (ii) Tenant shall not be in default hereunder at the time it exercises the option or on the Commencement Date for the lease covering the Option Space, and (iii) Tenant's tangible net worth on the Option Space Commencement Date shall be leased at least equal to Tenant at the Base Rent (on a per square foot basis) in effect with respect to the Premises its tangible net worth as of the date Tenant exercises its optionhereof. Landlord shall give Tenant notice As of the available spacedate hereof, setting forth Tenant's tangible net worth is $46,400,000. The lease for the material Option Space shall have a term equal to the remainder of the Term of this Lease. Such lease shall be upon the terms and conditions of the rates, including leasehold improvement allowance and renewal rights, included in this Lease. Following receipt of such notice from Landlord, Tenant The lease shall have five (5) business days in which to notify Tenant in writing of its intent to exercise its option with respect to the Expansion Space. If Tenant shall exercise its option with respect to Expansion Space, Tenant shall have an additional five (5) business days to execute and deliver to Landlord a lease agreement (be substantially in the form of an amendment to this Lease) with respect to such space. Tenant acknowledges and decrees that any such Expansion Space shall The lease must be leased executed by Tenant in its "As Is" condition, and that Landlord shall have no obligation within fifteen (15) days after Tenant receives the lease from Landlord. If Tenant fails to alter, refurbish or improve such space, except execute the lease as hereinafter provided. In the event Tenant exercises set forth above within fifteen (15) days after exercise of its option to lease Expansion Space on the eighth (8th) floor of the Building, as herein set forth, such Expansion Space shall constitute part of the Premises, effective as of the date an amendment to Lease is executed by both parties, and EXHIBIT "A" shall be amended to designate the expanded Premises. If, as a result of Tenant's lease of the Expansion Space, Tenant is the sole tenant on the eighth (8th) floor of the Building, and the Premises constitute a single suite of officesfor any reason, then Landlord shall have the right to reconfigure the space on the eighth (8th) floor to reflect a one-tenant occupancy of such suite of offices. Such reconfiguration of space may include, without limitation, the elimination of common areas (including hallways, corridors, bathrooms and mechanical rooms), which areas shall be incorporated into the square footage comprising the Premises, and the Premises shall constitute the entire eighth (8th) floor of the Building for all purposes. Provided Tenant exercises the option to lease Expansion Space hereunder no later than December 31, 1996, Landlord set forth in this Section 7 shall make terminate absolutely and without further notice. The improvements to the Expansion Option Space at a cost not to exceed $21,152. Such improvements shall be made similar in accordance with plans quantity and specifications quality to be developed by Landlord those provided in Premises "A" and approved by Tenant"B". Any construction costs in excess of $21,152 The Option Space Scheduled Commencement Date shall be borne by Tenantthe earlier of (i) July 1, 1997, or (ii) the date on which the Option Space is Substantially Completed.

OPTION TO LEASE ADDITIONAL SPACE. Subject Provided that no Event of Default of Tenant or Events of Bankruptcy of Tenant exist under this Lease at the time of exercise of this option and that Tenant has not assigned this Lease nor sublet all or more than twenty five percent (25%) of the Demised Premises, except to a Tenant Affiliate as defined herein, and that Tenant is then occupying for its own use at least seventy-five percent (75%) of the terms and conditions hereinafter set forthspace in the Demised Premises then leased to it, and provided Tenant is not there then remains unexpired at least three (3) years in default under the terms then operative term of this Lease, or any then operative exercised Renewal Term, Landlord agrees that, prior to committing to lease space in the Building, the Landlord hereby grants to Tenant an option to lease any space on the eighth (8th) floor of the Building as such space becomes available (the "Expansion Space"). The Expansion Space shall be leased to Tenant at the Base Rent (on a per square foot basis) in effect with respect to the Premises as of the date Tenant exercises its option. Landlord shall give Tenant notice of the available space, setting forth the material terms and conditions of the Lease. Following receipt of such notice from Landlord, Tenant shall have five (5) business days in which to notify advise Tenant in writing of its intent Landlord’s desire to exercise its option with respect to lease such additional adjoining space (the Expansion “Offer Space”), including the rentals and other basic terms and conditions thereof (such writing being the “Offer Space Notice”). If Tenant shall exercise its option with respect to Expansion Space, Tenant shall have an additional five the right of first refusal to lease solely for its own use all (5but not less than all) business days to execute and deliver to Landlord a lease agreement (of such Offer Space, which was described in the form of an amendment to this Lease) with respect to such space. Tenant acknowledges and decrees that any such Expansion Landlord’s Offer Space shall be leased by Tenant in its "As Is" conditionNotice, and that Landlord Tenant shall have no obligation thirty (30) days from receipt of such Offer Space Notice to alter, refurbish accept or improve reject such space, except as hereinafter providedoffer by giving Landlord written notice within said thirty (30) days. In the event Tenant exercises its option does not respond to the Offer Space Notice in the manner and time period aforesaid, such failure shall serve to extinguish any right of Tenant under this Section 35 to lease Expansion Space on the eighth (8th) floor of the Building, as herein set forth, such Expansion Space shall constitute part of the Premises, effective as of the date an amendment to Lease is executed by both partiessaid Offer Space, and EXHIBIT "A" shall be amended to designate the expanded Premises. If, as a result of Tenant's lease of the Expansion Space, Tenant is the sole tenant on the eighth (8th) floor of the Building, and the Premises constitute a single suite of offices, then Landlord shall have the right to reconfigure lease such Offer Space to any parties upon such terms, rental and conditions as it may, in its sole discretion, determine. In no event shall Landlord be obligated to evict any other tenant, or to decline to renew or extend the lease of any other existing tenant, in order to make such tenant’s space on available to Tenant for purposes of this paragraph. The provisions of this Section 35 shall not be applicable to any renewal, extension or replacement of a lease granted to an initial or existing tenant in the eighth Building, whether or not contained in such party’s lease (8thnor to any subsequent other tenants if Tenant fails to exercise its right of first refusal under this paragraph). If Tenant exercises this option within the time frame provided above, then Landlord will prepare for and deliver to Tenant an amendment to the Lease (the “Lease Amendment”) floor to reflect a one-tenant occupancy of such suite of offices. Such reconfiguration of space may includecovering the annual base rental rate, without limitationannual escalation, the elimination amount of common areas (including hallways, corridors, bathrooms and mechanical rooms), which areas shall be incorporated into the square footage comprising additional space being leased by the Premises, Tenant and the Premises shall constitute subsequent modification in the entire eighth (8th) floor Tenant’s proportionate share of the Building for all purposes. Provided Tenant exercises Operating Expenses, other necessary monetary items, the option to lease Expansion Space hereunder no later than December 31, 1996, Landlord shall make improvements to term that the Expansion Space at a cost not to exceed $21,152. Such improvements shall be made in accordance with plans and specifications additional space is to be developed leased and any tenant improvement allowance or work, if any, that is offered by and is to be provided by the Landlord in its sole discretion. Tenant shall execute in triplicate and approved return to Landlord such Lease Amendment within fourteen (14) business days after Tenant’s receipt thereof; failing which, Tenant’s rights under this Section 35 with respect to said additional space shall terminate without further obligation from Tenant. Except otherwise be provided herein, Tenant’s rights under this Section 35 shall not be assignable or transferable, and may be exercised only by Tenant. Any construction costs in excess of $21,152 Furthermore, Tenant’s rights under this Section 35 shall be borne subject and subordinate to any option rights, as to the Offer Space, previously granted by TenantLandlord to other tenants in the Building.

OPTION TO LEASE ADDITIONAL SPACE. Subject to the terms and conditions hereinafter set forth, and provided Provided that Tenant is not then in default under hereunder beyond any applicable grace period and has not, in one or more transactions pursuant to Section 2.4 above, leased an amount of space in the terms Adjacent Building that equals the entire rentable area of this Leasea full floor of the Adjacent Building, then subject to the Landlord hereby grants to conditions set forth below, Tenant an shall have the option to lease any additional space on within the eighth (8th) floor Project consisting of the Building leases of (i) 25,000 rentable square feet or (ii) the entire rentable area of a building within the Project as such space becomes available described below (the "Expansion SpaceArea"). Unless required to do so sooner by the provisions below, Tenant shall exercise that option by giving written notice to Landlord not later than May 31, 2000 (the "Option Notice"). Within thirty (30) days following receipt of the Option Notice, Landlord shall determine the intended location of the Expansion Area. Such location may, at Landlord's election, either be within the Adjacent Building, if sufficient space is then available, or within another building consisting of between 20,000 and 70,000 rentable square feet to be subsequently developed by Landlord within the Project (the "Additional Building"). The Additional Building shall, if applicable, be constructed utilizing exterior and interior materials and finishes similar to those of the Building. Should Landlord determine that the Expansion Space Area is to be located in the Additional Building, then Landlord shall diligently pursue all necessary entitlements and penalties for the Additional Building. However, Landlord shall only be obligated to obtain a building permit and commence construction of the Additional Building if (i) Landlord can obtain financing on commercially reasonable terms for the Additional Building, (ii) Tenant's then-current Standard & Poor's credit rating, if any, is not lower then "BBB-", (iii) Landlord is able to achieve not less than the Minimum Return (as defined below) on the Additional Building, and (iv) Landlord is able to secure the necessary entitlements and permits. For purposes of this Section, the "Minimum Return" on the Additional Building shall mean a projected return, as reasonably calculated by Landlord, equal to the then-current ten (10) years treasury bond yield plus 550 basis points on the total cost of the Additional Building. The total cost of the Additional Building shall include all hard and soft costs incurred by Landlord in connection with the development and construction of the Additional Building, the improvements, therein, and all attendant infrastructure and common area improvements, together with an imputed land cost equal to Eighty Dollars ($80.00) per gross building square foot of the Additional Building. Should Landlord pro-forma a yield, on the Additional Building that is less than the Minimum Return (which determination shall be leased to Tenant at the Base Rent made by Landlord within thirty (on a per square foot basis30) in effect with respect to the Premises as days following delivery of the date Tenant exercises its option. Landlord shall give Tenant notice of the available spaceOption Notice), setting forth the material terms and conditions of the Lease. Following receipt of such notice from Landlord, Tenant shall have five (5) business days in which to notify Tenant in writing of its intent to exercise its option with respect to the Expansion Space. If Tenant shall exercise its option with respect to Expansion Space, Tenant shall have an additional five (5) business days to execute and deliver to Landlord a lease agreement (in the form of an amendment to this Lease) with respect to such space. Tenant acknowledges and decrees that any such Expansion Space shall be leased by Tenant in its "As Is" condition, and that Landlord shall have no obligation to alter, refurbish or improve such space, except as hereinafter providedconstruct same unless Tenant agrees in writing to lease all of the rentable area of the Additional Building at a rental rate sufficient to provide the Minimum Return. In no event, however, shall the event obligation to construct the Additional Building be binding on any successor to the interest of Landlord in the Building following a foreclosure of that interest or the transfer of title by deed in lieu thereof. Should Landlord obtain the necessary entitlements for the Additional Building prior to Tenant's delivery of the Option Notice, then Landlord may so notify Tenant exercises and require that Tenant either deliver the Option Notice within twenty (20) days thereafter or waive its option rights under this Section. Should Tenant fail to lease Expansion Space on deliver the eighth (8th) floor of Option Notice to Tenant within that period, then its right to do so thereafter shall permanently lapse and this Section shall become null and void. Landlord agrees, however, that if Tenant does timely deliver the Building, as herein set forth, such Expansion Space shall constitute part of the Premises, effective as of the date an amendment to Lease is executed by both parties, and EXHIBIT "A" shall be amended to designate the expanded Premises. If, Option Notice as a result of the foregoing demand by Landlord, then Tenant shall not be required to accept delivery of the Expansion Area prior to June 1, 2000. Subject to the Minimum Return requirement set forth above, the rental rate and other economic terms for the Expansion Area shall be reasonably determined by Landlord in accordance with the criteria described in Section 3.3 below for the calculation of the "Prevailing Rate"; provided that then-current tenant improvement allowances provided by Landlord within the Project shall be utilized in such determination. Landlord's calculation of the Prevailing Rate shall be subject to Tenant's reasonable review and approval; in the event the parties are unable to agree thereon within thirty (30) days, then either party may submit same to arbitration in accordance with Section 14.7. The term of Tenant's lease of the Expansion Space, Tenant is Area shall be coterminous with the sole tenant on remaining Term of this Lease but in no event shall be less than sixty (60) months. Should fewer than sixty (60) months remain in the eighth (8th) floor Term hereof as of the Building, and commencement date of the Premises constitute a single suite of officesExpansion Area, then Landlord Tenant shall have the right right, by written notice to reconfigure Landlord given within thirty (30) days following that commencement date, to extend the space on Term of this Lease as to the eighth (8th) floor remainder of the Premises to reflect a one-tenant occupancy be coterminous with the Expansion Area. The rental rate for the remainder of such suite of offices. Such reconfiguration of space may include, without limitation, the elimination of common areas (including hallways, corridors, bathrooms and mechanical rooms), which areas Premises during that extension period shall be incorporated into at the rate per rentable square footage comprising foot that is payable from time to time for the Premises, and the Premises shall constitute the entire eighth (8th) floor Expansion Area during such period. The non-economic terms for Tenant's lease of the Building for all purposesExpansion Area shall be as set forth in this Lease. Provided The commencement data of Tenant's lease of the Expansion Area shall be established in accordance with Section 3.1 of this Lease. Except as otherwise provided above, it is understood that Landlord may deliver the Expansion Area to Tenant exercises at any time following Tenant's delivery of the option Option Notice. In the event the Expansion Area is to lease Expansion Space hereunder no later than December 31be located in the Additional Building, 1996then subject to the conditions above, Landlord shall make improvements deliver the Additional Space, ready for the commencement of the tenant improvement work by Tenant, not later than eighteen (18) months following receipt by Landlord of all necessary entitlements and permits for the commencement of construction, as such outside data shall be extended for the period of delays caused by Tenant and by other matters beyond the reasonable control of Landlord. Landlord shall, upon request by Tenant from time to time, keep Tenant advised as to the status of the development and construction of the Additional Building. Promptly following the determination of the location of the Expansion Space at Area and all of the economic terms of Tenant's lease thereof, Landlord shall prepare an appropriate amendment to this Lease memorializing same and Landlord shall execute and return that amendment to Landlord within ten (10) days. Tenant's rights under this Section are personal to Pacific Investment Management Company, and may not be assigned or transferred except in connection with an assignment of this Lease by a cost not to exceed $21,152. Such improvements shall be made in accordance with plans and specifications to be developed by Landlord and approved by Tenant. Any construction costs in excess of $21,152 shall be borne by TenantTenant Affiliate meeting the credit standards set forth above.

OPTION TO LEASE ADDITIONAL SPACE. Subject Tenant shall have the option (the “Expansion Option”) to lease suite 100 located on the first floor of the Building and consisting of approximately 10,734 rentable square feet of space (hereinafter referred to as the “Expansion Option Space”) on all of the terms and conditions hereinafter set forth, and provided Tenant is not then in default under the terms of this Lease, the Landlord hereby grants to except as provided below. If Tenant an option desires to lease any space on the eighth (8th) floor less than all of the Building as such space becomes available Expansion Option Space, Tenant may do so, but only if that portion of the Expansion Option Space not leased by Tenant (the "“Remaining Expansion Option Space")”) is, in Landlord’s reasonable judgment, marketable for lease to another party and Tenant pays for all costs reasonably necessary to partition the Remaining Expansion Option Space into a separate and distinct space marketable for lease, including without limitation, the cost of installing demising walls and any other improvements necessary, in Landlord’s reasonable judgment, to partition the Remaining Expansion Option Space into a space marketable for lease. Landlord and Tenant acknowledge that Landlord’s affiliated entity, Basin Street Properties (“Basin Street”) currently occupies the Expansion Option Space. The Expansion Option shall automatically terminate and expire if Basin Street no longer occupies the Expansion Option Space. Neither the Expansion Option nor any other provision of the Lease shall prohibit or prevent Landlord from leasing the Expansion Option Space to any other party prior to Tenant’s delivery of Tenant’s Expansion Option Exercise Notice (defined below) if Basin Street no longer occupies the Expansion Option Space. Tenant shall be leased exercise the Expansion Option, if at all, by written notice (“Tenant’s Expansion Option Exercise Notice”) delivered to Tenant Landlord anytime during the Term at the Base Rent least ninety (on a per square foot basis90) in effect with respect days prior to the Premises as commencement of Tenant’s lease of the date Tenant exercises its option. Landlord shall give Tenant notice of the available space, setting forth the material terms Expansion Option Space and conditions of the Lease. Following receipt of such notice from Landlord, Tenant shall have five (5) business days in which to notify Tenant in writing of its intent to exercise its option with respect prior to the date that Basin Street vacates the Expansion Option Space. If Tenant shall exercise its option with respect to timely exercises the Expansion SpaceOption, then (i) Landlord and Tenant shall have an additional five (5) business days amend the Lease to execute and deliver to Landlord a lease agreement (in include the form of an amendment to this Lease) with respect to such space. Tenant acknowledges and decrees that any such Expansion Option Space shall be leased by Tenant in its "As Is" condition, and that Landlord shall have no obligation to alter, refurbish or improve such space, except as hereinafter provided. In the event Tenant exercises its option to lease Expansion Space on the eighth (8th) floor of the Building, as herein set forth, such Expansion Space shall constitute part of the Premises, effective as (ii) Tenant’s obligation to pay Base Rent for the Expansion Option Space and its percentage share of Operating Expenses and Taxes for the Expansion Option Space shall commence on the date that Landlord delivers possession of the Expansion Option Space to Tenant, which date an amendment to Lease is executed by both parties, and EXHIBIT "A" shall be amended to designate the expanded Premises. If, as a result no earlier than ninety (90) days after Tenant’s delivery of Tenant's ’s Expansion Option Exercise Notice, (iii) Landlord shall deliver and Tenant shall accept the Expansion Option Space in its then existing “as-is” condition without any obligation on the part of Landlord to complete or pay for any improvements of any kind; provided, if Tenant’s lease of the Expansion Space, Tenant Option Space (or such portion thereof) commences prior to the date that is that is two (2) Lease Years and six (6) months from the sole tenant on the eighth (8th) floor of the Building, and the Premises constitute a single suite of offices, then Landlord shall have the right to reconfigure the space on the eighth (8th) floor to reflect a one-tenant occupancy of such suite of offices. Such reconfiguration of space may include, without limitation, the elimination of common areas (including hallways, corridors, bathrooms and mechanical rooms), which areas shall be incorporated into the square footage comprising the Premises, and the Premises shall constitute the entire eighth (8th) floor of the Building for all purposes. Provided Tenant exercises the option to lease Expansion Space hereunder no later than December 31, 1996Commencement Date, Landlord shall make improvements provide Tenant with a tenant improvement allowance in an amount equal to forty dollars ($40) per rentable square foot of that portion of the Expansion Option Space at a cost not to exceed $21,152. Such improvements shall be made in accordance with plans and specifications to be developed by Landlord and approved leased by Tenant. Any construction costs in excess The term of $21,152 Tenant’s lease of the Expansion Option Space shall be borne conterminous with the Term of the Lease. If Tenant exercises its Expansion Option and Tenant’s lease of the Expansion Option Space commences prior to the date that is that is two (2) Lease Years and six (6) months from the Commencement Date, the Base Rent for the Expansion Option Space shall be the same rate per rentable square foot as the Base Rent for the Premises. If Tenant exercises its Expansion Option or Tenant’s lease of the Expansion Option Space commences at any time after the date that is that is two (2) Lease Years and six (6) months from the Commencement Date, the Base Rent for the Expansion Option Space shall be the fair market rent, as reasonably determined by Landlord. For the purposes of this Section 2, “fair market rent” means the monthly base rent (i.e., rent other than operating expenses, taxes and insurance premiums) expected to prevail as of the commencement of Tenant’s lease of the Expansion Option Space for the remainder of the Lease Term with respect to leases of comparable space within buildings located in Petaluma, California of a quality and with interior improvements, parking, site amenities, building systems, location, identity and access all comparable to that of the Expansion Option Space.

OPTION TO LEASE ADDITIONAL SPACE. Subject Anything contained in the provisions of this Lease to the terms and conditions hereinafter set forthcontrary notwithstanding, and provided that this Lease has been renewed for the Renewal Term, the Tenant shall be entitled at any time during the period of three (3) years beginning on the Commencement Date (hereinafter referred to as "the 3-Year Period") following the Landlord's having notified the Tenant in writing during such period that such Additional Space is available (and provided that the Tenant is not then in default in performing its obligations under the terms provisions of this Lease), to Lease from the Landlord hereby grants additional space containing 6,500 square feet of floor area (hereinafter referred to Tenant an option to lease any space as "the Additional Space") on the eighth (8th) floor above or the floor below the Premises, in the Building. The Landlord hereby affirmatively agrees to cause Additional Spaces containing in the aggregate at least 6,500 square feet of floor area on one or the other of such floors of the Building to, become available during the 3-Year Period for lease by the Tenant, as aforesaid. Such Additional Space having such space becomes minimum aggregate floor area may become available for lease under not more than two (2) Additional Space Leases (which may consist of amendments of this Lease) commencing at different times during the "Expansion Space")3-Year Period, and/or may be offered at differing times during the 3-Year Period by the Landlord to the Tenant. The Expansion Additional Space leased under any Additional Space Lease shall be contiguous to that leased under any other Additional Space Lease. Any such lease of the Additional Space shall be leased to Tenant at the Base Rent (on a per square foot basis) in effect with respect to the Premises as of the date Tenant exercises its option. Landlord shall give Tenant notice of the available space, setting forth the material terms and conditions of the Lease. Following receipt of such notice from Landlord, Tenant shall have five (5) business days in which to notify Tenant in writing of its intent to exercise its option with respect to the Expansion Space. If Tenant shall exercise its option with respect to Expansion Space, Tenant shall have an additional five (5) business days to execute and deliver to Landlord a lease agreement (in the form of an amendment to this Lease) with respect to such space. Tenant acknowledges and decrees that any such Expansion Space shall be leased by Tenant in its "As Is" condition, and that Landlord shall have no obligation to alter, refurbish or improve such space, except as hereinafter provided. In the event Tenant exercises its option to lease Expansion Space on the eighth (8th) floor of the Building, as herein terms hereinafter set forth, such Expansion Space shall constitute part of the Premises, effective as of the date an amendment to Lease is executed by both parties, and EXHIBIT "A" shall be amended to designate the expanded Premises. If, as a result of Tenant's lease of the Expansion Space, Tenant is the sole tenant on the eighth (8th) floor of the Building, and the Premises constitute a single suite of offices, then Landlord shall have the right to reconfigure the space on the eighth (8th) floor to reflect a one-tenant occupancy of such suite of offices. Such reconfiguration of space may include, without limitation, the elimination of common areas (including hallways, corridors, bathrooms and mechanical rooms), which areas shall be incorporated into the square footage comprising the Premises, and the Premises shall constitute the entire eighth (8th) floor of the Building for all purposes. Provided Tenant exercises the option to lease Expansion Space hereunder no later than December 31, 1996, Landlord shall make improvements to the Expansion Space at a cost not to exceed $21,152. Such improvements shall be made in accordance with plans and specifications to be developed by Landlord and approved by Tenant. Any construction costs in excess of $21,152 shall be borne by Tenant.;

OPTION TO LEASE ADDITIONAL SPACE. Subject Provided that no Event of Default has occurred and is continuing, Landlord agrees that when leaseable space (the "Additional Space") of approximately 23,487 square feet adjacent to the terms Demised Premises becomes available for rental which must occur during the period beginning with the twenty-fifth (25th) month of the Term and conditions hereinafter set forthending with the seventy-second (72nd) month, and provided Landlord shall notify the Tenant in writing that such Additional Space is not then in default under available for rent. Tenant shall have the terms of this Lease, the Landlord hereby grants to Tenant an first option to lease any space on the eighth (8th) floor of the Building as such space becomes available (the "Expansion Space"). The Expansion Additional Space shall be leased to Tenant at the Base Rent (on a per square foot basis) in effect with respect to at the Premises as time of the date taking of Additional Space and the Base Rent for the Additional Space shall be adjusted thereafter to coincide with the increases in Base Rent as set forth in Section 2 herein. Tenant exercises its option. Landlord shall give Landlord written notice, within thirty (30) days after Landlord gives notice to Tenant notice thereof, of its intention to lease the available spaceAdditional Space, setting forth the material terms and conditions of the LeaseTIME BEING OF THE ESSENCE FOR SUCH NOTICE. Following receipt of Upon failure to give such notice from to Landlord, Tenant shall have five (5) business days in which to notify Tenant in writing of its intent to exercise its the within option with respect to the Expansion Spaceis deemed waived and void. If Tenant shall does not exercise its option with respect to Expansion Space, Tenant shall have an additional five (5) business days to execute and deliver to Landlord a lease agreement (in the form of an amendment to this Lease) with respect to such space. Tenant acknowledges and decrees that any such Expansion Space shall be leased by Tenant in its "As Is" condition, and that Landlord shall have no obligation to alter, refurbish or improve such space, except as hereinafter provided. In the event Tenant exercises its option to lease Expansion Space on the eighth (8th) floor of the Building, as herein set forth, such Expansion Space shall constitute part of the Premises, effective as of the date an amendment to Lease is executed by both parties, and EXHIBIT "A" shall be amended to designate the expanded Premises. If, as a result of Tenant's lease of the Expansion Space, Tenant is the sole tenant on the eighth (8th) floor of the Building, and the Premises constitute a single suite of offices, then Landlord shall have the right to reconfigure the space on the eighth (8th) floor to reflect a one-tenant occupancy of such suite of offices. Such reconfiguration of space may include, without limitation, the elimination of common areas (including hallways, corridors, bathrooms and mechanical rooms), which areas shall be incorporated into the square footage comprising the Premises, and the Premises shall constitute the entire eighth (8th) floor of the Building for all purposes. Provided Tenant exercises the option to lease Expansion Space hereunder no later than December 31, 1996foregoing option, Landlord shall make improvements be free to lease the Additional Space, provided that the maximum term of any lease (including any option term) shall not exceed ten (10) years. If the Additional Space becomes available prior to the Expansion Space at a cost not to exceed $21,152. Such improvements twenty-fourth (24th) month, Landlord shall be made in accordance with plans and specifications permitted to be developed by Landlord and approved by Tenant. Any construction costs in excess lease the space, provided that the term of $21,152 any such lease (including any option periods) shall be borne by Tenantexpire prior to the end of the seventy-second (72nd) month of this lease.