Common use of Fair Market Rental Value Clause in Contracts

Fair Market Rental Value. The Base Rent for the sixth (6th) lease year as described in Paragraph 18 of the Summary of Basic Lease Terms (calendar months seventy-nine (79) through ninety (90) or the Lease Term) shall be the greater of (i) the Fair Market Rental Value of the Leased Premises, and (ii) a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year, which Base Rent shall increase by three percent (3%) each lease year thereafter during the Lease Term. Not less than six (6) months prior to the Termination Notice Deadline (which Termination Notice Deadline will be extended for one day for each day that Landlord is late in providing Landlord’s Good Faith Determination), Landlord shall provide Tenant with Landlord’s good faith determination of the Fair Market Rental Value for the sixth (6th) lease year (“Landlord’s Good Faith Determination”). If Landlord determines that the Fair Market Rental Value for the sixth (6th) lease year is less than an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year, the Base Rent for the sixth (6th) lease year shall be an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year. If Landlord determines that the Fair Market Rental Value for the sixth (6th) Lease Year is greater than an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year, within thirty (30) days after Tenant’s receipt of Landlord’s Good Faith Determination, Tenant shall notify Landlord whether Tenant accepts or rejects Landlord’s determination. If Tenant fails to notify Landlord within such thirty (30) day period, Tenant shall be deemed to have rejected such determination. If Tenant delivers to Landlord timely notice of its objection to such determination or fails to deliver its approval or objection to Landlord’s Good Faith Determination, Landlord and Tenant shall use good faith efforts to agree upon the Fair Market Rental Value within fifteen (15) business days following Landlord’s receipt of Tenant’s notice of objection (the “Outside Agreement Date”). If Landlord and Tenant are unable to so agree by the Outside Agreement Date, the parties shall appoint brokers and the brokers shall determine the Fair Market Rental Value in accordance with the following procedure:

Fair Market Rental Value. The For purposes of this Lease, the term “Fair Market Rental Value” shall be based upon comparable space in the applicable market area and may include increases in Monthly Base Rent for over the sixth (6th) lease year as described in Paragraph 18 of the Summary of Basic Lease Terms (calendar months seventy-nine (79) through ninety (90) or the Lease Term) shall be the greater of (i) the Option Period. Fair Market Rental Value shall be determined as follows: At least one hundred and twenty (120) days prior to commencement of the Leased Premises, and (ii) a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year, which Base Rent shall increase by three percent (3%) each lease year thereafter during the Lease Term. Not less than six (6) months prior to the Termination Notice Deadline (which Termination Notice Deadline will be extended for one day for each day that Landlord is late in providing Landlord’s Good Faith Determination)Option Period, Landlord shall provide notify Tenant with Landlord’s good faith of its determination of the Fair Market Rental Value for the sixth (6th) lease year (“Landlord’s Good Faith Determination”)value. If Landlord determines that the Fair Market Rental Value for the sixth (6th) lease year is less than an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year, the Base Rent for the sixth (6th) lease year Tenant shall be an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year. If Landlord determines that the Fair Market Rental Value for the sixth (6th) Lease Year is greater than an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year, within have thirty (30) days after Tenant’s receipt from the date of Landlord’s Good Faith Determination, Tenant shall such notice to notify Landlord whether Tenant accepts or rejects Landlord’s it disagrees with such determination. If Tenant fails to so timely notify Landlord within such thirty (30) day periodLandlord, Tenant the Fair Market Rental Value shall be deemed to have rejected such determinationas established in Landlord’s notice. If Tenant delivers to gives Landlord timely notice of its objection to disagreement, within fifteen (15) days of the date of such determination or fails to deliver its approval or objection to Landlord’s Good Faith Determinationnotice, Landlord and Tenant shall use negotiate in good faith efforts to resolve the Fair Market Rental for an additional fifteen (15) day period. If the parties have not resolved Fair Market Rental within such time, promptly thereafter each shall specify in writing to each other the name and address of a person to act as the appraiser or broker on its behalf. Each such person shall be an MAI certified commercial real estate broker or appraiser with at least five (5) years of experience with the prevailing market rents for the area in which the Premises are located. If either party fails to timely appoint an appraiser or broker, the determination of the timely appointed appraiser or broker shall be final and binding. The two appraiser/brokers shall have thirty (30) days from the day of their respective appointments (the “Determination Period”) to make their respective determinations and agree upon on the fair market rental rate. If the two appraiser/brokers selected by the Landlord and Tenant cannot reach agreement on the fair market rental rate, such appraisers shall within fifteen (15) days jointly appoint an impartial third appraiser/broker with qualifications similar to those of the first two appraiser/brokers, and the fair market rental rate shall be established by the three appraiser/brokers in accordance with the following procedures: The appraiser/broker selected by each party shall state in writing his other determination of the rental rate, taking into consideration the rental rates for comparable Class A office properties in the Mountain View/Palo Alto area, which determination shall provide for periodic adjustments to the base rent if such appraiser believes that such adjustments are appropriate. The first two appraiser/brokers shall arrange for the simultaneous delivery of their determinations to the third appraiser/broker no later than seven (7) days after the expiration of the Determination Period. The role of the third appraiser shall be to select which of the two proposed determinations most closely approximates the third appraiser’s determination of the fair market rental rate, and shall have no more than thirty (30) days in which to select the final determination. The third appraiser shall have no right to propose a middle ground or any modification of the two proposed determinations. The determination chosen by the third appraiser shall constitute the decision of the appraisers and be final and binding on the parties. Each party shall pay the cost of its own appraiser and shall share equally the cost of the third appraiser. In the event the appraisers have not determined the Fair Market Rental Value within fifteen (15) business days following as of the date the Option Period is to begin, Tenant shall on an interim basis pay Landlord monthly rent based upon Landlord’s receipt determination of Tenant’s notice of objection (the “Outside Agreement Date”). If Landlord and Tenant are unable to so agree by the Outside Agreement Date, the parties shall appoint brokers and the brokers shall determine the Fair Market Rental Value as stated in accordance Landlord’s notice to Tenant. If the appraisers’ final determination is less than Landlord’s determination, Tenant shall be entitled to a credit against the next rental payment due from Tenant hereunder in the amount of the difference. Alternatively, if the appraisers’ final determination is more than Landlord’s determination, Tenant shall pay such difference with the following procedure:next rental payment due.

Fair Market Rental Value. The Base Rent for during the sixth (6th) lease year as described in Paragraph 18 of the Summary of Basic Lease Terms (calendar months seventy-nine (79) through ninety (90) or the Lease Term) Extension shall be the greater Fair market Rental determined as follows: a. The "Fair Market Rental" of the Demised Premises means the price that a ready and willing tenant would pay as of the commencement of the Extension as monthly rent to a ready and willing landlord of demised premises comparable to the Demised Premises if the property were exposed for lease on the open market for a reasonable period of time, and taking into account the term of the Extension, the amount of improvements made by Tenant at its expense, the creditworthiness of the Tenant, and all of the purposes for which the property may be used and not just the use proposed to be made of the Demised Premises by Tenaxx. Xxon proper written notice by Tenant to Landlord of Tenant's election to exercise the renewal Option, Landlord shall within fifteen (i15) days thereafter notify Tenant in writing of Landlord's proposed Fair Market Rental amount and Tenant shall thereupon notify Landlord of Tenant's acceptance or rejection of Landxxxx'x xroposed amount. Failure of Tenant to reject Landlord's Fair Market Rental amount within fifteen (15) days after receipt of Landlord's notice shall be deemed Tenaxx'x xcceptance of Landlord's proposed Fair Market Rental amount. b. If Landlord and Tenant have not been able to agree on the Fair Market Rental amount prior to the date the option is required to be exercised, the rent for the Extension shall be determined as follows: Within thirty (30) days following the exercise of the option, Landlord and Tenant shall endeavor in good faith to agree upon a single Appraiser (defined below). If Landlord and Tenaxx xxx unable to agree upon a single Appraiser within the thirty day period, each shall then appoint one Appraiser by written notice to the other, given within ten (10) days after the thirty day period. Within ten (10) days after the two Appraisers are appointed, the two Appraisers shall appoint a third Appraiser. If either Landlord or Tenant fails to appoint its Appraiser within the prescribed time period the single Appraiser appointed shall determine the Fair Market Rental amount of the Demised Premises. Each party shall bear the cost of the appraiser appointed by it and the parties shall share equally the cost of the third appraiser. The term "Appraiser" means a State Certified Real Estate Appraiser licensed by the State of Texas to value commercial property. c. The Fair Market Rental Value of the Leased PremisesDemised Premises shall be the average of two of the three appraisals which are closest in amount as described below, and (ii) a three percent (3%) increase over the Base third appraisal shall be disregarded. In no event shall the Rent owing be reduced by reason of such computation. If the Fair Market Rental is not determined prior to the commencement of the Extension, then Tenant shall continue to pay to Landlord the Rent applicable to the Demised Premises immediately prior to the sixth (6th) lease year, which Base Rent shall increase by three percent (3%) each lease year thereafter during the Lease Term. Not less than six (6) months prior to the Termination Notice Deadline (which Termination Notice Deadline will be extended for one day for each day that Landlord is late in providing Landlord’s Good Faith Determination), Landlord shall provide Tenant with Landlord’s good faith determination of Extension until the Fair Market Rental Value for the sixth amount is determined, and when it is determined, Tenant shall pay to Landlord within ten (6th) lease year (“Landlord’s Good Faith Determination”). If Landlord determines that the Fair Market Rental Value for the sixth (6th) lease year is less than an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year, the Base Rent for the sixth (6th) lease year shall be an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year. If Landlord determines that the Fair Market Rental Value for the sixth (6th) Lease Year is greater than an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year, within thirty (3010) days after Tenant’s receipt of Landlord’s Good Faith Determination, such notice the difference between the Rent actually paid by Tenant shall notify Landlord whether Tenant accepts or rejects Landlord’s determination. If Tenant fails to notify Landlord within such thirty (30) day period, Tenant shall be deemed to have rejected such determination. If Tenant delivers to Landlord timely notice of its objection to such determination or fails to deliver its approval or objection to Landlord’s Good Faith Determination, Landlord and Tenant shall use good faith efforts to agree upon the Fair Market Rental Value within fifteen (15) business days following Landlord’s receipt of Tenant’s notice of objection (the “Outside Agreement Date”). If Landlord and Tenant are unable to so agree by the Outside Agreement Date, the parties shall appoint brokers and the brokers shall determine the Fair Market Rental Value in accordance with the following procedure:new Rent determined under this Lease.

Fair Market Rental Value. The For purposes of this Lease, the term "Fair Market Rental Value" shall be based upon comparable space in the applicable market area and may include increases in Monthly Base Rent for over the sixth (6th) lease year as described in Paragraph 18 of the Summary of Basic Lease Terms (calendar months seventy-nine (79) through ninety (90) or the Lease Term) shall be the greater of (i) the Option Period. Fair Market Rental Value shall be determined as follows: At least one hundred and twenty (120) days prior to commencement of the Leased Premises, and (ii) a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year, which Base Rent shall increase by three percent (3%) each lease year thereafter during the Lease Term. Not less than six (6) months prior to the Termination Notice Deadline (which Termination Notice Deadline will be extended for one day for each day that Landlord is late in providing Landlord’s Good Faith Determination)Option Period, Landlord shall provide notify Tenant with Landlord’s good faith of its determination of the Fair Market Rental Value for the sixth (6th) lease year (“Landlord’s Good Faith Determination”)value. If Landlord determines that the Fair Market Rental Value for the sixth (6th) lease year is less than an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year, the Base Rent for the sixth (6th) lease year Tenant shall be an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year. If Landlord determines that the Fair Market Rental Value for the sixth (6th) Lease Year is greater than an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year, within have thirty (30) days after Tenant’s receipt from the date of Landlord’s Good Faith Determination, Tenant shall such notice to notify Landlord whether Tenant accepts or rejects Landlord’s it disagrees with such determination. If Tenant fails to so timely notify Landlord within such thirty (30) day periodLandlord, Tenant the Fair Market Rental Value shall be deemed to have rejected such determinationas established in Landlord's notice. If Tenant delivers to gives Landlord timely notice of its objection to such determination or fails to deliver its approval or objection to Landlord’s Good Faith Determinationdisagreement, Landlord and Tenant shall use good faith efforts to agree upon the Fair Market Rental Value within fifteen (15) business days following Landlord’s receipt of Tenant’s notice the date of objection (the “Outside Agreement Date”)such notice. If Landlord and Tenant are unable shall negotiate in good faith to so agree by the Outside Agreement Date, the parties shall appoint brokers and the brokers shall determine resolve the Fair Market Rental Value for an additional fifteen (15) day period. If the parties have not resolved Fair Market Rental within such time, promptly thereafter each shall specify in writing to each other the name and address of a person to act as the appraiser or broker on its behalf. Each such person shall be an MAI certified commercial real estate broker or appraiser with at least five (5) years of experience with the prevailing market rents for the area in which the Premises are located. If either party fails to timely appoint an appraiser or broker, the determination of the timely appointed appraiser or broker shall be final and binding. The two appraiser/brokers shall have thirty (30) days from the day of their respective appointments (the "Determination Period") to make their respective determinations and agree on the fair market rental rate. If the two appraiser/brokers selected by the Landlord and Tenant cannot reach agreement on the fair market rental rate, such appraisers shall within fifteen (15) days jointly appoint an impartial third appraiser/broker with qualifications similar to those of the first two appraiser/brokers, and the fair market rental rate shall be established by the three appraiser/brokers in accordance with the following procedure:procedures: The appraiser/broker selected by each party shall state in writing his other determination of the rental rate, taking into consideration the rental rates for comparable Class A office properties in the Mountain View/Palo Alto area, which determination shall provide for periodic adjustments to the base rent if such appraiser believes that such adjustments are appropriate. The first two appraiser/brokers shall arrange for the simultaneous delivery of their determinations to the third appraiser/broker no later than seven (7) days after the expiration of the Determination Period. The role of the third appraiser shall be to select which of the two proposed determinations most closely approximates the third appraiser's determination of the fair market rental rate, and shall have no more than thirty (30) days in which to select the final determination. The third appraiser shall have no right to propose a middle ground or any modification of the two proposed determinations. The determination chosen by the third appraiser shall constitute the decision of the appraisers and be final and binding on the parties. Each party shall pay the cost of its own appraiser and shall share equally the cost of the third appraiser. 38 WESTC25501828.8

Fair Market Rental Value. The Base Rent With respect to the determination ------------------------ of the fair market rental value of the Property, the parties shall have sixty (60) days in which to agree on the fair market rental for the sixth (6th) lease year as described in Paragraph 18 Property at the commencement of the Summary first extended term for the uses permitted hereunder. If the parties agree on such fair market rental they shall execute an amendment to this Lease stating the amount of the applicable Basic Lease Terms Annual Rental. If the parties are unable to agree on such rental within such sixty (calendar months seventy-nine 60) day period, then within fifteen (7915) through ninety days after the expiration of such period each party, at its cost and by giving notice to the other party, shall appoint a real estate appraiser who is a member in good standing of the Appraisal Institute holding an "M.A.I." designation with at least five (905) or years experience appraising similar commercial properties in northern San Diego County to appraise and set the Lease Term) fair market rental for the Property at the commencement of the applicable extended term. If either party fails to appoint an appraiser within the allotted time, the single appraiser appointed by the other party shall be the greater of (i) the Fair Market Rental Value of the Leased Premises, and (ii) a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year, which Base Rent shall increase by three percent (3%) each lease year thereafter during the Lease Term. Not less than six (6) months prior to the Termination Notice Deadline (which Termination Notice Deadline will be extended for one day for each day that Landlord is late in providing Landlord’s Good Faith Determination), Landlord shall provide Tenant with Landlord’s good faith determination of the Fair Market Rental Value for the sixth (6th) lease year (“Landlord’s Good Faith Determination”)sole appraiser. If Landlord determines that an appraiser is appointed by each party and the Fair Market Rental Value for the sixth (6th) lease year is less than an amount equal two appraisers so appointed are unable to agree upon a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year, the Base Rent for the sixth (6th) lease year shall be an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year. If Landlord determines that the Fair Market Rental Value for the sixth (6th) Lease Year is greater than an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year, fair market rental within thirty (30) days after Tenant’s receipt the appointment of Landlord’s Good Faith Determinationthe second, Tenant they shall notify Landlord whether Tenant accepts or rejects Landlord’s determinationappoint a third qualified appraiser within ten (10) days after expiration of such 30-day period; if they are unable to agree upon a third appraiser, either party may, upon not less than five (5) days notice to the other party, apply to the Presiding Judge of the San Diego County Superior Court for the appointment of a third qualified appraiser. If Tenant fails to notify Landlord within Each party shall bear its own legal fees in connection with appointment of the third appraiser and shall bear one-half of any other costs of appointment of the third appraiser and of such third appraiser's fee. The third appraiser, however selected, shall be a person who has not previously acted for either party in any capacity. Within thirty (30) day perioddays after the appointment of the third appraiser, Tenant a majority of the three appraisers shall be deemed to have rejected such determinationset the fair market rental for the applicable extended term and shall so notify the parties. If Tenant delivers to Landlord timely notice of its objection to such determination or fails to deliver its approval or objection to Landlord’s Good Faith Determination, Landlord and Tenant shall use good faith efforts to agree upon the Fair Market Rental Value within fifteen (15) business days following Landlord’s receipt of Tenant’s notice of objection (the “Outside Agreement Date”). If Landlord and Tenant a majority are unable to so agree by within the Outside Agreement Dateallotted time, the parties three appraised fair market rentals shall appoint brokers be added together and divided by three and the brokers resulting quotient shall determine be the Fair Market Rental Value fair market rental for the first extended term, which determination shall be binding on the parties and shall be enforceable in accordance any further proceedings relating to this Lease. For purposes of this Paragraph 3.5, the "fair market rental" of the Property shall be determined with reference to the following procedure:then prevailing market rental rates for properties in northern San Diego County, for a renewing tenant, with shell and standard office, research and development improvements and site (common area) improvements comparable in age and character to those then existing in the Initial Building and on the Property, taking into account the fact that Tenant is taking the Property in "as is" condition (but that Tenant has the maintenance and repair obligations set forth herein), that this Lease is a triple net lease and such other matters as the appraisers deem appropriate. The appraisers shall have no right to award a Tenant improvement allowance or other monetary concessions, but shall take into account any such concessions granted in connection with similar leases used for comparison in the determination of Rent.

Fair Market Rental Value. The On commencement of the Extension Period, the Lease shall be adjusted to reflect a new Base Rent for the sixth (6th) lease year as described in Paragraph 18 Premises equal to 100% of the Summary average base rents per rentable square foot charged for comparable non-renewal, non-equity tenants of Basic Lease Terms comparable size, considering the age of the building, quality, floor height, location in the South Platte River buildings in the Denver market, and other reasonable factors relevant to a fair market rent determination, for a comparable term under leases entered into within six months prior to the date Tenant exercises the applicable option, and further taking into account the relative creditworthiness of the Tenant and the presence or absence of brokerage commissions, tenant improvement allowance(s), landlord initial improvement work at landlord’s expense, base years, construction time, and all other lease concessions (calendar months seventy-nine (79) through ninety (90) or the Lease Term) shall be the greater of (i) the “Fair Market Rental Value of the Leased PremisesRate”), and (ii) a three percent (3%) increase over as reasonably calculated by Landlord in good faith; provided, however, that in no event shall the Base Rent owing for any Extension Period be less than the Base Rent payable immediately prior to the sixth (6th) lease year, which Base Rent commencement of the Extension Period. Landlord shall increase by three percent (3%) each lease year thereafter during the Lease Term. Not less than six (6) months prior to the Termination Notice Deadline (which Termination Notice Deadline will be extended for advise Tenant of such rental adjustment within one day for each day that Landlord is late in providing month after Landlord’s Good Faith Determination), receipt of Tenant’s Option Notice. Tenant shall have twenty (20) days following Tenant’s receipt of notice of the rental adjustment (the “Rent Adjustment Notice”) within which to accept such terms by executing any appropriate reasonable documentation submitted by Landlord shall provide to Tenant. If Tenant disagrees with Landlord’s good faith determination calculation of the Fair Market Rental Value for the sixth (6th) lease year (“Landlord’s Good Faith Determination”). If Rate and if Landlord determines that the and Tenant have not reached a written agreement on Fair Market Rental Value Rate for the sixth (6th) lease year is less than an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year, the Base Rent for the sixth (6th) lease year shall be an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year. If Landlord determines that the Fair Market Rental Value for the sixth (6th) Lease Year is greater than an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year, applicable Extension Period within thirty (30) days after Tenant’s receipt the date Landlord gives Tenant the Rent Adjustment Notice (the “Adjustment Notice Date”), each party shall appoint a qualified real estate broker with at least seven years of Landlord’s Good Faith Determination, experience in office leasing in the South Platte River Denver marketplace (a “Qualified Broker”) for the purpose of determining Fair Market Rental Rate for the applicable Extension Period and shall give written notice of such appointment to the other party within forty (40) days after the Adjustment Notice Date. The written agreement of the Qualified Brokers appointed as provided above regarding the Fair Market Rental Rate shall be a conclusive determination of the Fair Market Rental Rate for purposes of determining the Base Rent payable by Tenant shall notify Landlord whether Tenant accepts or rejects Landlord’s determinationduring the applicable Extension Period. If such Qualified Brokers have not reached a written agreement on the Fair Market Rental Rate within sixty (60) days after the Adjustment Notice Date, the two Qualified Brokers shall select a third Qualified Broker and give written notice of such appointment to Landlord and Tenant fails within seventy (70) days after the Adjustment Notice Date. The three Qualified Brokers so appointed shall fix a date for completion of their determination of the Fair Market Rental Rate, such date to notify be not later than ninety (90) days after the Adjustment Notice Date. On or before such date, the three Qualified Brokers shall meet and shall submit their determinations in writing to Landlord within such thirty (30) day periodand Tenant. The Fair Market Rental Rate used to determine the new Base Rent for the Extension Period for the Premises, Tenant as applicable, shall be deemed an amount equal to have rejected such determinationthe numerical average of the two figures closest to each other in absolute value. (For purposes of example only, if the determinations were $4.50/sf, $5.00/sf and $5.55/sf, the governing Fair Market Rental Rate would be $4.75/sf, the average of the two lower figures, since the $.50 difference between them is less than the $.55 difference between the higher two figures.) If Tenant delivers for any reason any of the Qualified Brokers fails timely to submit its determination of the Fair Market Rental Rate to Landlord and Tenant, then the numerical average of such determinations as were timely notice of its objection to such determination or fails to deliver its approval or objection to Landlord’s Good Faith Determination, submitted shall be the governing Fair Market Rental Rate. Landlord and Tenant shall use good faith efforts to agree upon each be responsible for payment of the Fair Market Rental Value within fifteen (15) business days following Landlord’s receipt fees of Tenant’s notice of objection (the “Outside Agreement Date”). If Qualified Broker it selects; the fee for the third Qualified Broker, if any, shall be divided evenly between Landlord and Tenant, such that each party shall pay one-half thereof. In no event shall the terms offered by Landlord under this Section 3.4 bind Landlord to offer such terms to Tenant are unable or to so agree by any other person or entity at any time except as explicitly set forth herein, nor shall such terms prevent Landlord from leasing the Outside Agreement Date, Premises to any person or entity on different terms if Tenant does not timely accept the parties shall appoint brokers and the brokers shall determine the Fair Market Rental Value terms determined in accordance with the following procedure:this Section 3.4.

Fair Market Rental Value. The Base Rent For purposes of Section A of this Exhibit G, the term “Fair Market Rental Value” shall mean the market rental value per year for the sixth (6th) lease year Premises, as described in Paragraph 18 of the Summary commencement of Basic Lease Terms (calendar months seventy-nine (79) through ninety (90) or the Lease applicable Extension Term) shall be the greater , as agreed by Landlord and Tenant. If Tenant is unwilling to accept Landlord’s estimate of (i) the Fair Market Rental Value as set forth in Landlord’s notice referred to in Section A(l) above, and the parties are unable to reach agreement thereon within thirty (30) days after the giving of such notice by Landlord, then Landlord and Tenant shall, not later than thirty (30) days after the expiration of the Leased Premisesaforesaid thirty (30) day period, and each retain a real estate professional with at least ten (ii10) years continuous experience in the business of appraising or marketing commercial real estate in the greater Boston area who shall, within thirty (30) days of his or her selection, prepare a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year, which Base Rent shall increase by three percent (3%) each lease year thereafter during the Lease Term. Not less than six (6) months prior to the Termination Notice Deadline (which Termination Notice Deadline will be extended for one day for each day that Landlord is late in providing Landlord’s Good Faith Determination), Landlord shall provide Tenant with Landlord’s good faith written report summarizing his or her determination of the Fair Market Rental Value for such Extension Term. Landlord and Tenant shall simultaneously exchange such reports; provided, however, if either party has not obtained such a report within sixty (60) days after Tenant receives the sixth (6th) lease year (“LandlordFair Market Rental Value Notice, then the determination set forth in the other party’s Good Faith Determination”)report shall be final and binding upon the parties. If Landlord determines that both parties receive reports within such time and the lower determination is within ten percent (10%) of the higher determination, then the greater of (i) the annual Basic Rent in effect immediately preceding such Extension Term or (ii) the average of the two determinations shall be deemed to be the Fair Market Rental Value for such Extension Term. If the sixth (6th) lease year lower determination is less than an amount equal to a three not within ten percent (310%) increase over of the Base Rent owing immediately prior higher determination, then Landlord and Tenant shall mutually select a person with the qualifications stated above (the “Final Professional”) to resolve the sixth (6th) lease year, the Base Rent for the sixth (6th) lease year shall be an amount equal dispute as to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year. If Landlord determines that the Fair Market Rental Value for such Extension Term. If Landlord and Tenant cannot agree upon the sixth designation of the Final Professional within thirty (6th30) Lease Year is greater than an amount equal to a three percent (3%) increase over days of the Base Rent owing immediately prior exchange of the first valuation reports, either party may apply to the sixth American Arbitration Association, the Greater Boston Real Estate Board, or any successor thereto, for the designation of a Final Professional. Within ten (6th10) lease yeardays of the selection of the Final Professional, Landlord and Tenant shall each submit to the Final Professional a copy of their respective real estate professional’s determination of the Fair Market Rental Value for such Extension Term. The Final Professional shall not perform his or her own valuation, but rather shall, within thirty (30) days after Tenant’s receipt such submissions, select the submission which is closest to the determination of Landlord’s Good Faith Determination, Tenant shall notify Landlord whether Tenant accepts or rejects Landlord’s determination. If Tenant fails to notify Landlord within such thirty (30) day period, Tenant shall be deemed to have rejected such determination. If Tenant delivers to Landlord timely notice of its objection to such determination or fails to deliver its approval or objection to Landlord’s Good Faith Determination, Landlord and Tenant shall use good faith efforts to agree upon the Fair Market Rental Value within fifteen (15) business days following Landlord’s receipt of Tenant’s for such Extension Term which the Final Professional would have made acting alone. The Final Professional shall give notice of objection (the “Outside Agreement Date”). If his or her selection to Landlord and Tenant are unable to so agree by and such decision shall be final and binding upon Landlord and Tenant. Each party shall pay the Outside Agreement Datefees and expenses of its real estate professional and counsel, if any, in connection with any proceeding under this paragraph, and the parties shall appoint brokers each pay one-half of the fees and expenses of the brokers shall determine the Fair Market Rental Value in accordance with the following procedure:Final Professional.

Fair Market Rental Value. The Base Rent fair market rental value (the “FMR”) of the Premises for the sixth two (6th2) lease year as described in Paragraph 18 of the Summary of Basic Lease Terms (calendar months seventy-nine (79) through ninety (90) or the Lease Term) options shall be the greater of determined as follows: Upon written notice from Tenant to Landlord given no later than one hundred eighty (i180) the Fair Market Rental Value of the Leased Premises, and (ii) a three percent (3%) increase over the Base Rent owing immediately days prior to the sixth (6th) lease year, which Base Rent shall increase by three percent (3%) each lease year thereafter during expiration of the Lease Term. Not less than six (6) months prior to the Termination Notice Deadline (which Termination Notice Deadline will be extended for one day for each day that Landlord is late in providing Landlord’s Good Faith Determination)then-current Term or Option Period, Landlord and Tenant shall provide have a thirty (30) day period in which Landlord and Tenant with Landlord’s good faith determination shall attempt to agree on the FMR of the Fair Market Rental Value Premises for the sixth (6th) lease year (“Landlord’s Good Faith Determination”)next succeeding Option Period. If Landlord determines that and Tenant agree on the Fair Market Rental Value FMR for the sixth (6th) lease year is less than Premises, then Landlord and Tenant shall promptly execute an amount equal amendment to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year, this Lease stating and incorporating such agreed upon FMR as the Base Rent for the sixth (6th) lease year shall be an amount equal next succeeding Option Period, and if Landlord and Tenant are unable to a three percent (3%) increase over agree upon the Base Rent owing immediately prior to the sixth (6th) lease year. If Landlord determines that the Fair Market Rental Value for the sixth (6th) Lease Year is greater than an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease year, FMR within thirty (30) days after Tenant’s receipt of Landlord’s Good Faith Determination, Tenant shall notify Landlord whether Tenant accepts or rejects Landlord’s determination. If Tenant fails to notify Landlord within such said thirty (30) day period, then the dispute shall be resolved as hereinafter provided; provided, however, notwithstanding anything to the contrary, FMR shall never be less than the Base Rent paid in the final year of the immediately-preceding initial Lease Term or Option Period. If within thirty (30) days following delivery of Tenant’s notice, Landlord and Tenant have not mutually agreed on the FMR, then ten (10) days after the expiration of such thirty-day period, each party shall give written notice to the other setting forth the name and address of an appraiser (as hereinafter defined) selected by such party who has agreed to act in such capacity, to determine the FMR. In determining FMR, the appraiser shall take into consideration all relevant factors and determine FMR based on similar premises in buildings of similar age and condition within the Bloomington, Minnesota rental market, including, without limitation, a deduction from rental to recognize the costs which Landlord would be likely to incur to fixture and lease the Premises, as well as the period of time the Premises would likely be vacant to the extent such costs to fixture and lease and vacancy exceed the Tenant’s costs to relocate to another facility. Each appraiser shall thereupon independently make its determination of the FMR within twenty (20) days after the appointment of the second appraiser. If the two appraisers’ determinations are not the same, but the higher of such two values is not more than one hundred five percent (105%) of the lower of them, then the FMR shall be deemed to have rejected such determinationbe the average of the two values. If Tenant delivers the higher of such two values is more than one hundred five percent (105%) of the lower of them, then the two appraisers shall jointly appoint a third appraiser within ten (10) days after the second of the two determinations described above has been rendered. The third appraiser shall independently make its determination of the FMR within twenty (20) days after his/her appointment. The highest and lowest determinations of value among the three appraisers shall be disregarded, and the remaining determination shall be deemed to Landlord timely notice be the FMR. For purposes of this provision, “appraiser” shall mean an appraiser who has been regularly engaged in such capacity in the business of commercial retail leasing in the St. Pxxx, Minnesota metropolitan area for at least ten (10) years. Each party shall pay for the cost of its objection to such determination or fails to deliver its approval or objection to Landlord’s Good Faith Determination, Landlord appraiser and Tenant shall use good faith efforts to agree upon one-half of the Fair Market Rental Value within fifteen (15) business days following Landlord’s receipt cost of Tenant’s notice of objection (the “Outside Agreement Date”). If Landlord and Tenant are unable to so agree by the Outside Agreement Date, the parties shall appoint brokers and the brokers shall determine the Fair Market Rental Value in accordance with the following procedure:third appraiser.

Fair Market Rental Value. The Base Rent for term “Fair Market Rental Value” as utilized in this Section 34 shall mean the sixth (6th) lease year as described in Paragraph 18 of the Summary of Basic Lease Terms (calendar months seventy-nine (79) through ninety (90) or the Lease Term) shall be the greater of (i) the prevailing Fair Market Rental Value of the Leased space in question, on and subject to the covenants and agreements of the Lease, including but not limited to consideration of the fact that the Lease allows adjustments in the Base Rent and further based upon the then-current rent for comparable office space in Comparable Buildings, such valuation to consider such comparable buildings as if such are leased on comparable terms as of the commencement date of the extension in question with those leasehold improvements then in place as are then contained within the Premises and taking into account the age, quality, use and layout of the existing improvements in the Premises, and (ii) a three percent (3%) increase over taking into account items that professional real estate brokers or professional real estate appraisers customarily consider, including, but not limited to, rental rates, space availability, tenant size, tenant improvement allowances, parking charges and any other lease considerations, if any, then being charged or granted by Landlord or the lessors of such similar office buildings. Such Fair Market Rental Value shall include prevailing fixed and/or annual increases in the Base Rent owing immediately prior Rent. Tenant’s BOMA square footage re-measurement, Tenant’s pro rata share of total Building square footage and after-hours HVAC charges, parking allotment ratios and rates are subject to change during the Extended Term. Such determined Fair Market Rental Value shall be the then-current rent for the time period of Tenant’s notice of its exercising its option, not the commencement of the Extended Term. If Tenant gives notice of exercise of the Option, Landlord shall submit to Tenant in writing of Landlord’s proposal as to the sixth applicable Base Rent for the Extended Term within twenty (6th20) lease yeardays following Landlord’s receipt of Tenant’s Option notice. Within twenty (20) days of such notice from Landlord, which if Tenant should disagree with Landlord’s proposal, Tenant shall so advise Landlord in writing and set forth Tenant’s proposal as to the proper rental to cause rental for the Premises to be not less than the Fair Market Rental Value. Absent such notice, Base Rent shall increase be established at the commencement of such Extended Term as proposed by three percent Landlord. If Tenant gives notice of a proposed Base Rent, Landlord may accept Tenant’s proposal by written notice or seek to meet with Tenant in an attempt to arrive at a mutual agreement as to Base Rent. If Landlord and Tenant, within fifteen (3%15) each lease year thereafter during days of the Lease Term. Not less than six (6) months prior to the Termination Notice Deadline (which Termination Notice Deadline will be extended for one day for each day that Landlord is late in providing date of response by Tenant rejecting Landlord’s Good Faith Determination)proposal, Landlord shall provide Tenant with Landlord’s good faith not have agreed as to Base Rent for the Extended Term, then the determination of Base Rent shall be submitted for appraisal as provided below. If the Fair Market Rental Value for is to be determined by appraisal, within ten (10) days after the sixth expiration of the fifteen (6th15) lease year day negotiation period, Landlord and Tenant shall each appoint a qualified M.A.I. appraiser with at least ten (“Landlord’s Good Faith Determination”). If Landlord determines that 10) years real estate experience in Contra Costa county in the Fair Market Rental Value for the sixth (6th) lease year is less than an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior San Francisco Bay Area, and give notice of such appointment to the sixth (6th) lease year, the Base Rent for the sixth (6th) lease year shall be an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease yearother. If Landlord determines that the Fair Market Rental Value for the sixth (6th) Lease Year is greater than an amount equal to a three percent (3%) increase over the Base Rent owing immediately prior to the sixth (6th) lease yearSuch appraisers shall, within thirty (30) days after the appointment of the last of them to be appointed, complete their determinations of Fair Market Rental Value based on the standards set forth in the definition of Fair Market Rental Value stated above, and submit their appraisal reports separately and in writing to Landlord and Tenant. Failure to complete its respective determination by either appraiser within the 30-day period shall automatically disqualify that late appraiser’s receipt of Landlord’s Good Faith Determination, Tenant determined Fair Market Rental Value and both parties shall notify Landlord whether Tenant accepts or rejects Landlord’s determinationbe bound by the other appraisal submitted within the 30-day period. If Tenant fails to notify Landlord within such thirty the valuations vary by five percent (305%) day periodor less from their arithmetic average, Tenant shall be deemed to have rejected such determination. If Tenant delivers to Landlord timely notice of its objection to such determination or fails to deliver its approval or objection to Landlord’s Good Faith Determination, Landlord and Tenant shall use good faith efforts to agree upon the Fair Market Rental Value shall be the arithmetic average of the two (2) valuations. If the valuations vary by more than five percent (5%) from their arithmetic average, then the two (2) appraisers shall within ten (10) days after submission of the last appraisal report, appoint a third appraiser who shall be similarly qualified. If the two (2) appraisers shall be unable to agree within ten (10) days on the selection of a third appraiser then either party may petition any judge having jurisdiction over the parties to appoint such third appraiser and shall do so within three (3) days thereafter. Such third appraiser shall, within fifteen (15) business days following after his or her appointment, shall select either Landlord’s receipt of determination or Tenant’s notice determination of objection (the “Outside Agreement Date”). If Landlord and Tenant are unable to so agree by the Outside Agreement Date, the parties shall appoint brokers and the brokers shall determine the Fair Market Rental Value Value, and shall have no right to propose a middle ground or to modify either of the two proposals or the provisions of this Lease. The decision of the third appraiser shall be final and binding upon [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. the parties, and may be enforced in accordance with the following procedure:provisions of California law. In the event of the failure, refusal or inability of the third appraiser to act, a successor shall be appointed in the manner that applied to the selection of the member being replaced. Landlord and Tenant shall each pay the fee of its respective appraiser, and if a third appraiser is required, each party shall pay shall pay one-half (½) of the third appraiser’s fee. Should the appraisal not be completed as necessary to determine the adjustment of Base Rent prior to commencement of the Extended Term, Base Rent shall be paid each month at the same rate as applicable to the last year of the initial Term or first Extended Term, as applicable, and if an increase or decrease is found due, the amount of such increase or decrease shall be paid to the party entitled thereto within thirty (30) days of notice of appraisal result being furnished to Landlord and Tenant, such payment to be for a period from the commencement of the Extended Term for each monthly rental installation which became due prior to the date the notice of appraisal result was given.