Common use of Option to Extend Clause in Contracts

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option to extend the Original Term for three (3) successive periods of five (5) years each (the "Extension Term(s)"). The Extension Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Option to Extend. Provided (i) Tenant (as used in Upon expiration of the primary term of this Section 16.16Lease, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the granted an option to extend the Original Term term of this Lease for three one (31) successive periods of five additional sixty (560) years each (the "Extension Term(s)"). The Extension Term shall be upon month period, with the same terms and conditions contained as are included in this Lease, subject, however, to renegotiation of the rent provided in paragraph 4 of this Lease. The primary term and the extension terms will be collectively referred to in this Lease during as the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). “term.” Tenant shall exercise such option by notify Landlord within not less than one hundred twenty (i120) delivering to Landlord, no later than sixteen (16) months days prior to the expiration of the Original Term orprimary term of this Lease or prior to the expiration of each extension term of Tenant’s exercise of its option to extend this Lease, if applicableprovided that in the circumstances described in paragraph 13, the Extension Term, written notice of Tenant's desire options to extend the Original Term orterm may be exercised earlier as provided in paragraph 13, and if applicablethe option to extend is exercised earlier as provided in paragraph 13, nevertheless, the Extension Termrental payable as provided in paragraph 4 shall be determined at the time and in the manner provided in paragraph 4 and this paragraph 3. During the following sixty (60) day period, Tenant and (ii) delivering to Landlord within fifteen (15) business days of receipt shall negotiate and arrive at an agreement or disagreement of the Rent Adjustment, written notice amount of its rejection thereof (which rejection shall terminate Tenant's option rent to extend), or that be paid during the applicable extension term. If Landlord and Tenant disputes Landlord's determination of agree upon the Rental Adjustment and shall include Tenant's good faith determination of what rent to be paid during the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustmentapplicable extension term, Landlord and Tenant shall mutually work together at the end of the sixty (60) day period enter into a new written lease or an amendment agreement setting forth the amount of rental Tenant shall be required to pay pursuant paragraph 4 for a period of ten (10) days the applicable extension term and any other additional terms to resolve the dispute and, if unable which Landlord and Tenant have agreed. If Tenant and Landlord fail to agree upon the Rental Adjustment within said periodrent to be paid during the applicable extension term during the sixty (60) day period of negotiations, a fair market appraisal comparison of comparable properties will be completed by an independent party upon which the Landlord and Tenant shall in good faith participate in non-binding arbitration may use to negotiate the amount of rent to be paid during the Rental Adjustment for a applicable extension term. If Tenant and Landlord fail to agree upon the rent to be paid during the applicable extension term during the sixty (60) day period of negotiations, either Landlord or Tenant may, by written notice to the other party given within the ensuing thirty (30) days. Unless Landlord otherwise agrees in writingday period, Tenant's failure elect to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant invoke the arbitration provisions of this Lease to determine the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and rent Tenant shall execute an amendment be required to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent pay pursuant to paragraph 4 for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leaseextension term.

Option to Extend. Provided On the conditions (iwhich conditions LESSOR may waive, at its election, by written notice to LESSEE at any time) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) LESSEE is not in Default hereunder default of its covenants and obligations under the Lease beyond applicable notice and cure periods, both as of the time of exercise of the Option to Extend, as hereinafter defined, and at the time it exercises this optioncommencement of the Extension Period, as hereinafter defined, then LESSEE shall have the right to extend the term hereof (iithe “Option to Extend”) for one additional term of five years, ending on March 31, 2019 (the creditworthiness “Extension Period’), to commence immediately upon the expiration of Tenant is the then current term. LESSEE may exercise such Option to Extend by giving written notice to LESSOR (the “Extension Notice”) on or before the date which no less than on twelve (12) months prior to the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all expiration of the Leased Premises, Tenant shall have the option to extend the Original Term for three (3) successive periods of five (5) years each (the "then current Term. Such Extension Term(s)"). The Extension Term Period shall be upon the same terms and conditions contained in of this Lease, except that the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options Base Rent payable shall be amended to reflect set at the remaining options to extendthen fair market effective rent for the Leased Premises. In no event, if any and (ii) however, shall the Minimum Annual Base Rent shall be adjusted as set forth below (less than the "then-current Base Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to at the expiration of the Original Term orcurrent Term. For the purpose of this Section, fair market effective rent shall mean the Base Rent plus such additional financial terms in the nature of rent and rent adjustments customarily then being included in leases for similar space within the greater Waltham area. LESSEE shall, during the Extension Period, continue to pay its proportionate share of LESSOR’s Real Estate Taxes and Operating Costs. Said fair market effective rent for the Leased Premises shall be agreed upon by LESSOR and LESSEE; provided, however, if applicable, LESSOR and LESSEE are unable to agree on said fair market effective rent within thirty (30) days of the date of the Extension TermNotice, written notice said fair market effective rent shall be conclusively determined by three (3) appraisers. Within fifteen (15) days of Tenant's desire the expiration of such thirty (30) day period, LESSOR and LESSEE shall each select an appraiser, who shall select a third. Should the two appraisers fail to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord agree on a third within fifteen (15) business days of receipt the date on which such appraisers have been appointed, or if either LESSOR or LESSEE shall fail to appoint an appraiser within the time provided, such appraiser shall be appointed by the American Institute of Appraisers. Each party shall bear the cost of the Rent Adjustmentappraiser selected by such party, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination and the cost of the Rental Adjustment third appraiser shall be shared equally by LESSOR and shall include Tenant's good faith determination of what LESSEE. If the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if three appraisers are unable to agree upon the Rental Adjustment such fair market effective rent within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration fifteen (15) days of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant appointment of the amount of third appraiser, the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term fair market effective rent shall be an amount equal to that determined by the Minimum Annual Rent then being quoted appraiser not selected by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar either LESSOR or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the LeaseLESSEE.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default default in its obligations hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premisesbeyond any applicable cure period, Tenant shall have the option to extend this Lease for one additional successive term (hereinafter referred to, as applicable, as the Original “Extended Term”) commencing immediately upon the expiration of the initial Term hereof and continuing for three (3) successive periods a period of five (5) years each years, provided that Tenant proceeds strictly in accordance with the provisions of this Article 35. On or before the date that is one hundred twenty (120) prior to the "Extension Term(s)"). The Extension Term shall be upon Expiration Date for the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend“Notice Date”), if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire advise Landlord in writing that Tenant wishes to extend the Original Term or, if applicable, term of this Lease (hereinafter referred to as “Tenant’s Extension Notice”). If at the time Landlord receives Tenant’s Extension Term, Notice this Lease is in full force and (ii) delivering to Landlord within fifteen (15) business days of receipt effect without default on the part of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said beyond any applicable cure period, Landlord and Tenant shall in good faith participate in non-binding arbitration of then, during the Rental Adjustment for a period of next thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant in writing of the amount Base Rent pursuant to Article 3 of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant Lease which shall execute an amendment to be due for the Lease reflecting the terms and conditions of the Extension Extended Term. The Minimum Annual Base Rent for the applicable Extension Term specified by Landlord shall be an amount equal to the Minimum Annual greater of: (a) the Base Rent then being quoted by Landlord scheduled to prospective tenants be paid for the last year of the Building Term without giving effect to any partial or complete abatements of Base Rent (the “Rent Notice”); or (b) ninety five percent (95%) Landlord’s projected fair market Base Rent as of the commencement of the Extended Term, for comparable space of in comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in New Haven (the vicinity, excluding free rent and other concessions. The Minimum Monthly “FMV Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the LeaseNotice”).

Option to Extend. The first three sentences of Section 2.2 of the Original Lease, as amended, are deleted in their entirety and the following is substituted in lieu thereof: “Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder default under this Lease (beyond applicable notice and cure periods) and has not been in default in the payment of recurring monthly payments of Base Rent, AP Rent, Tenant’s Electricity Cost and/or Tenant’s Share of the Estimated Excess (beyond applicable notice and cure periods, as set forth in Section 19.1.1 of the Original Lease) under this Lease more than three (3) times in the prior twelve month period, at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all option or substantially all at commencement of the Leased Premisesapplicable Option Term, Tenant shall have the right and option to extend this lease ("Option to Extend") with respect to the Original Term Premises only for one additional option period of three years (3"Option Term") successive periods of five (5) years each (the "Extension Term(s)"). The Extension Term shall be upon the same terms and conditions contained set forth in the Lease during the initial Lease Term (the "Original Term"as amended by this Third Amendment) except (i) this provision giving five (5) extension options shall be amended to reflect that the remaining options to extend, if any and (ii) the Minimum Annual Base Rent shall be adjusted in accordance with Section 4 of the Summary (as set forth below (the "Rent Adjustment"amended by this Third Amendment). To exercise its Option to Extend, Tenant shall exercise such option by must give Landlord notice in writing sent so as to be received at least twelve (i12) delivering to Landlord, no later months but not more than sixteen eighteen (1618) months prior to the expiration of the Original Term orNovember 30, if applicable2009. At Landlord’s election, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Option to Extend shall be void and of no effect if Tenant properly is in default under this Lease (beyond applicable notice and cure periods) or has been in default in the payment of recurring monthly payments of Base Rent, AP Rent, Tenant’s Electricity Cost and/or Tenant’s Share of the Estimated Excess (beyond applicable notice and cure periods) under this Lease more than three times in the prior twelve month period on the date it exercises its option Option(s) to extend, Landlord and Tenant shall execute an amendment to Extend or on the expiration of the Lease reflecting the terms and conditions of the Extension Term or Option Term immediately preceding such Option Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements , as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leaseapplicable.”

Option to Extend. Provided (i) Tenant (shall have an option to extend and renew the Lease as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option Premises (but not as to extend the Original Term any portion or portions thereof) for three one (31) successive periods additional term of five (5) years each (the "Extension Term(s)")years. The Extension Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended In order to reflect the remaining options to extendexercise such option, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by notify Landlord in writing at least two hundred seventy (i270) delivering to Landlord, no later than sixteen (16) months days prior to the expiration of the Original Lease Term or(i.e., if applicableby September 4, 2007) of its election to exercise the option. If Tenant elects not to extend or fails to timely exercise its option, time being of the essence, the Extension option shall automatically terminate and be of no further force and effect and this Lease shall terminate upon the expiration of the initial Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of . Upon receipt of such notice from Tenant exercising the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's renewal option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustmentherein granted, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment submit in writing within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) daysdays a proposal for the then current Market Base Rental Rate (per rentable square foot per annum, “NNN”) for the renewal term. Unless Tenant shall have thirty (30) days from the receipt of said notice from Landlord otherwise agrees to notify Landlord in writing, writing of (i) Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant ’s acceptance of the amount proposed Market Base Rental Rate, or (ii) Tenant’s rejection of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its optionMarket Base Rental Rate and election to initiate the appraisal process set forth below. If Tenant properly exercises its option fails to extend, Landlord and Tenant shall execute an amendment timely accept or reject the Market Base Rental Rate specified in Landlord’s notice or to elect not to extend the term of the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the immediately preceding sentence, Tenant shall be deemed to have elected to extend the Lease Term for the period specified in Tenant’s original notice of exercise of the renewal option at the Market Base Rental Rate specified by Landlord in response to said exercise notice. Any such extension shall be upon all of the terms, conditions and covenants of this Lease except as to (i) the amount of Base Rent, which shall be determined as set forth herein, (ii) options to extend or to expand, which shall not be applicable, and (iii) Tenant shall pay Tenant’s Prorata Share of Operating Expenses throughout the renewal term. As used herein, and subject to the limitations set forth in this paragraph, “Market Base Rental Rate” shall mean as of any date the then annual net rental rate (exclusive of real estate taxes, utilities and operating expenses) per square foot of net rentable area which a willing landlord under no compulsion would agree to accept as of such date, and which a willing tenant under no compulsion would agree to accept as of such date, under renewal leases (based on a five (5) year term) of space in comparable first class multi-tenant office buildings of comparable size, location and age in the County of Boulder, Colorado, at such time, taking into account all relevant factors, including, without limitation, use, location and/or floor level within the applicable building, definition of rentable area, leasehold improvements provided, credits or allowances granted, if any, quality, age and location of the applicable building, rental concessions, the time the particular rate under consideration became effective, size of tenant, credit of tenant, relative operating expenses, taxes and utilities, relative services provided, and so forth. If Tenant, by written notice delivered no later than thirty (30) days after the date Landlord notifies Tenant of the Market Base Rental Rate, objects to the Market Base Rental Rate determined by Landlord and elects to submit the rate determination to appraisal, then, within seven (7) days of the date of Tenant’s objection, each party shall appoint a non-affiliated certified M.A.I. Appraiser that has at least five (5) years’ full-time commercial appraisal experience in Boulder County to determine the Market Base Rental Rate, such process to be completed within twenty (20) days after the date of the appointment of the last appraiser. If a party does not appoint a qualified appraiser within five (5) days after the other party has given notice of the name of the appraiser, then the single appraiser shall be the sole appraiser and shall set the Market Base Rental Rate. The appraisers appointed by the parties shall meet promptly and attempt to set the Market Base Rental Rate. If they are unable to agree on the Market Base Rental Rate within twenty (20) days after the date the second appraiser has been appointed, they shall elect a third appraiser meeting the qualifications stated in this paragraph within seven (7) days after the last day the two (2) appraisers are to set the Market Base Rental Rate. If the appraisers are unable to agree on the third appraiser, either of the parties to this Lease, after giving five (5) days’ prior written notice to the other party, may apply to the then president of the real estate board of Denver, Colorado for the selection of a third appraiser who meets the qualifications stated in this Section, which selection shall be made within three (3) days. All determinations of Market Base Rental Rate shall be subject to the limitations on Market Base Rental Rate set forth in the first paragraph of this Section. Each of the parties shall pay for the appraiser appointed by it and shall bear one-half of the cost of appointing the third appraiser and of paying the third appraiser’s fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party. The appraisers shall be instructed to consider the criteria above stated in determining the Market Base Rental Rate. Within twenty (20) days after the selection of the third appraiser, the third appraiser shall determine the Market Base Rental Rate and all three of the appraiser’s Market Base Rental Rates shall be averaged excluding any single Market Base Rental Rate which is either ten percent (10%) higher or lower than the middle appraisal of Market Base Rental Rate and the remaining appraisals shall then be averaged. If the Market Base Rental Rate is not established for the extended term prior to its commencement, Tenant shall continue to pay the applicable Base Rent required for the last full month of the Lease term until the appraisers have made their determination. The Market Base Rental Rate in question, when finally determined by the appraisers, shall be retroactive to the commencement of the extension term, and the first Base Rent payment becoming due after the determination of the applicable Market Base Rental Rate shall include the retroactive amounts of monthly Base Rent installments accrued and unpaid. In no event may either Landlord or Tenant elect not to extend the Lease based upon the Market Base Rental Rate established in accordance herewith. This option to extend may not be exercised and the Lease shall not be extended if Landlord has given Tenant notice of default which default is not cured within any applicable cure periods or waived by Landlord.

Option to Extend. Provided (ia) Tenant Lessor hereby grants to Lessee one (as used in this Section 16.161) option, at Lessee’s election, either (1) to extend the term "Tenant" shall also include any Permitted Transferee that succeeds of this Lease with respect to Tenant's interest under Article 11the Building #16 Premises only, aboveor (2) to extend the term of this Lease with respect to the Building #13 Premises only, or (3) to extend the term of this Lease of both the Building #16 Premises and the Building #13 Premises (whichever Lessee elects is not in Default hereunder at referred to hereafter as the time it exercises this option“Option Premises”), for one period of thirty-six (ii36) calendar months immediately following the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all expiration of the Leased initial term of this Lease of the Building #16 Premises and the Building #13 Premises, Tenant shall have . Lessee may exercise the foregoing option to extend the Original Term for three (3) successive periods by giving written notice of exercise to Lessor at least five (5) years each months, but not more than twelve (12) months, prior to the "Extension Term(sexpiration of the initial term of this Lease of Building #16 Premises and the Building #13 Premises (“the option exercise period”)", time being of the essence; provided that if Lessee is currently in a state of uncured default after the expiration of notice and cure periods, if applicable (referred to herein as “in default”), under this Lease at the time of exercise of the option or on the commencement date of the option extension period, such notice shall be void and of no force or effect. The Extension Term Subject to Lessee’s election with respect to the Option Premises, said option extension period, if exercised, shall be upon the same terms and conditions contained in with respect to the Lease during Option Premises as the initial Lease Term (term of this Lease, including the "Original Term") payment by Lessee of the Operating Expenses pursuant to Paragraph 5, except that (i) this provision giving five (5) extension options the Monthly Base Rent for the Option Premises during the option period shall be amended to reflect the remaining options to extenddetermined as set forth in Paragraph 3(c) hereof, if any and (ii) the Minimum Annual Rent there shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its additional option to extend, Landlord and (iii) Lessee shall accept the Option Premises in their then “as is” condition and Paragraph 13, Tenant Improvement Allowance, shall execute an amendment not apply to the Lease reflecting option period. If Lessee does not exercise the terms and conditions option in a timely manner, the option shall lapse, time being of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leaseessence.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant Lessee shall have the option to extend the Original Term term of ---------------- this lease for three (3) successive additional periods of five (5) years each (each. Said options shall be exercised automatically unless Lessee, gives Lessor notice of Lessee's desire not to exercise the "Extension Term(s)")option. Such extension rights are further subject to Lessee's not being in default under any of the terms and provisions of this lease. The Extension Term notice not to exercise the option for any five (5) year extension shall be given at least one-hundred eighty (180) days prior to the end of the immediately preceding term of this lease. The first automatic extension of this lease shall be upon the same rental, terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as are set forth below (the "Rent Adjustment")in this Lease Agreement. Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term second and third renewal terms of this lease, shall be an amount equal to the Minimum Annual Rent then being quoted original rental, as defined in section 3 hereof, multiplied by Landlord to prospective tenants a fraction. Said fraction shall be defined as consisting of a numerator, which shall be the index number (the "Index Number") indicated under the United States index column of the Building Consumer Price Index for space Urban Wage Earners and Clerical Workers (the "CPI") (1982-1984=100) as promulgated by the United States Department of comparable size Labor, for the month immediately preceding the month and quality year in which the said renewal term shall commence and with similar or equivalent improvements as are found in the Buildinga denominator, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent which shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent Index Number for the Extension Term CPI for the month and year in which the original commencement date of this Lease occurs. If there shall be paid at the same time be no such CPI, the parties shall use the most comparable substitute index in determining rent escalation for said renewal periods. Notwithstanding the above, all other terms and conditions of this Lease Agreement shall remain in full force and effect during the same manner as provided in the Leasesecond and third renewal periods.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant Subtenant shall have the right and option to extend ---------------- the Original Term for three an additional two (3) successive periods of five (52) years each and nine (9) months until September 30, 2005 (the "Extension Term(s)Term"). The Extension Term shall be ) commencing upon the same terms and conditions contained expiration of the original Term referred to in the Lease during the initial Lease Term Section 2.2 (the "Original Term") except (i) this provision giving five (5) extension options ), provided that Subtenant shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall give Sublandlord notice of Subtenant's irrevocable exercise of such option by at least ninety (i90) delivering to Landlord, no later than sixteen (16) months days prior to the expiration of the Original Term orand provided further that Subtenant shall not be in default at either the time of giving such notice or at the time of the commencement of the Extension Term in the performance or observance of any of the terms and provisions of this Sublease on the part of Subtenant to be performed or observed. Prior to the exercise by Subtenant of such option, if applicablethe expression "Term" shall mean the Original Term, and after the exercise by Subtenant of such option, the expression "Term" shall mean the Original Term as it has been extended by the Extension Term. Except as expressly otherwise provided in the following paragraph, all the terms, covenants, conditions, provisions and agreements in the Sublease contained shall be applicable to the Extension Term. If Subtenant shall give notice of its exercise of such option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Subtenant or Sublandlord. If Subtenant shall fail to give timely notice of the exercise of such option as aforesaid, Subtenant shall have no right to extend the Term of this Sublease, time being of the essence of the foregoing provisions. The Monthly Fixed Rent payable during the Extension Term shall be the greater of (i) the Monthly Fixed Rent in effect for the year immediately preceding the commencement of the Extension Term or (ii) the Fair Market Rent for the Premises, as determined below, as of the commencement of the Extension Term. If for any reason the Monthly Fixed Rent payable during the Extension Term has not been determined as of the commencement of the Extension Term, written notice of Tenant's desire to extend Subtenant shall pay the Original Monthly Fixed Rent payable during the immediately preceding year until the Monthly Fixed Rent for the Extension Term oris determined, at which time, an appropriate adjustment, if applicableany, shall be made. For purposes hereof, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt Fair Market Rent shall mean the fair rent for the Premises as of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination commencement of the Rental Adjustment Extension Term under market conditions then existing. Fair Market Rent shall be determined by agreement between Sublandlord and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental AdjustmentSubtenant, Landlord but if Sublandlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if Subtenant are unable to agree upon the Rental Adjustment within said periodFair Market Rent at least two (2) months prior to the date upon which the Fair Market Rent is to take effect, Landlord then the Fair Market Rent shall be determined by appraisal made as hereinafter provided by a board of three (3) reputable independent commercial real estate consultants, appraisers, or brokers, each of whom shall have at least ten (10) years of experience in the Westboro office rental market and Tenant each of whom is hereinafter referred to as "Appraiser". Subtenant and Sublandlord shall in good faith participate in non-binding arbitration each appoint one such Appraiser and the two (2) Appraisers so appointed shall appoint the third Appraiser. The cost and expenses of each Appraiser appointed separately by Subtenant and Sublandlord shall be borne by the party who appointed the Appraiser. The cost and expense of the Rental Adjustment for a period Third Appraiser shall be shared equally by Subtenant and Sublandlord. Sublandlord and Subtenant shall appoint their respective Appraisers at least fifty-five (55) days prior to commencement of the Extension Term and shall designate the Appraisers so appointed by notice to the other party. The two Appraisers so appointed and designated shall appoint the third Appraiser at least forty-five (45) days prior to the commencement of the Extension Term and shall designate such Appraiser by notice to Sublandlord and Subtenant. The board of three (3) Appraisers shall determine the Fair Market Rent of the Premises as of the commencement of the Extension Term and shall notify Sublandlord and Subtenant of their determinations at least thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment prior to the Lease reflecting the terms and conditions commencement of the Extension Term. The Minimum Annual If the determination of the Fair Market Rent for the applicable Extension Term of any two (2) or all three (3) Appraisers shall be an identical in amount, said amount equal shall be deemed to be the Minimum Annual Fair Market Rent then being quoted by Landlord to prospective tenants of the Building for space Premises. If the determination of comparable size and quality and with similar or equivalent improvements as are found all three (3) Appraisers shall be different in amount, the Building, and if none, then average of the two (2) values nearest in similar buildings in amount shall be deemed the vicinity, excluding free rent and other concessionsFair Market Rent of the Premises. The Minimum Monthly Fair Market Rent of the Premises determined in accordance with the provisions of this Section shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term binding and shall be paid at the same time conclusive on Subtenant and in the same manner as provided in the LeaseSublandlord.

Option to Extend. Provided (i) Tenant (as used in Upon expiration of the primary term of this Section 16.16Lease, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the granted an option to extend the Original Term term of this Lease for three two (32) successive periods of five additional sixty (560) years month periods, each (the "Extension Term(s)"). The Extension Term shall be each an “extension term”) upon the same terms and conditions contained as are included in this Lease, subject, however, to renegotiation of the rent provided in paragraph 4 of this Lease. The primary term and the extension terms will be collectively referred to in this Lease during as the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). “term.” Tenant shall exercise such option by notify Landlord within not less than one hundred twenty (i120) delivering to Landlord, no later than sixteen (16) months days prior to the expiration of the Original Term orprimary term of this Lease or prior to the expiration of each extension term of Tenant’s exercise of its option to extend this Lease, if applicableprovided that in the circumstances described in paragraph 13, the Extension Term, written notice of Tenant's desire options to extend the Original Term orterm may be exercised earlier as provided in paragraph 13, and if applicablethe option to extend is exercised earlier as provided in paragraph 13, nevertheless, the Extension Termrental payable as provided in paragraph 4 shall be determined at the time and in the manner provided in paragraph 4 and this paragraph 3. During the following sixty (60) day period, Tenant and (ii) delivering to Landlord within fifteen (15) business days of receipt shall negotiate and arrive at an agreement or disagreement of the Rent Adjustment, written notice amount of its rejection thereof (which rejection shall terminate Tenant's option rent to extend), or that be paid during the applicable extension term. If Landlord and Tenant disputes Landlord's determination of agree upon the Rental Adjustment and shall include Tenant's good faith determination of what rent to be paid during the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustmentapplicable extension term, Landlord and Tenant shall mutually work together at the end of the sixty (60) day period enter into a new written lease or an amendment agreement setting forth the amount of rental Tenant shall be required to pay pursuant paragraph 4 for a period of ten (10) days the applicable extension term and any other additional terms to resolve the dispute and, if unable which Landlord and Tenant have agreed. If Tenant and Landlord fail to agree upon the Rental Adjustment within said periodrent to be paid during the applicable extension term during the sixty (60) day period of negotiations, a fair market appraisal comparison of comparable properties will be completed by an independent party upon which the Landlord and Tenant shall in good faith participate in non-binding arbitration may use to negotiate the amount of rent to be paid during the Rental Adjustment for a applicable extension term. If Tenant and Landlord fail to agree upon the rent to be paid during the applicable extension term during the sixty (60) day period of negotiations, either Landlord or Tenant may, by written notice to the other party given within the ensuing thirty (30) days. Unless Landlord otherwise agrees in writingday period, Tenant's failure elect to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant invoke the arbitration provisions of this Lease to determine the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and rent Tenant shall execute an amendment be required to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent pay pursuant to paragraph 4 for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leaseextension term.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option right, to be exercised as hereinafter provided, to extend the Original Term term of this Lease for three 1 period of 3 years (3) successive periods of five (5) years each (“Extension Term”), on the "Extension Term(s)")following terms and conditions and subject to the limitations hereinafter set forth. The Extension Term shall be upon the same terms terms, covenants and conditions contained as in the Lease during the initial Lease Term (the "Original Term") this Lease, except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual that Basic Rent shall be adjusted as set forth below (the "Fair Market Basic Rent Adjustment")for such space on the date such Extension Term shall commence. Tenant shall exercise such option notify Landlord of its desire to extend the term for the Extension Term by notifying Landlord in writing (ithe “Extension Notification”) delivering to Landlord, no later than sixteen (16) at least 9 months prior to the expiration commencement date of the Original Term or, if applicable, the Extension Term; if Tenant fails to timely deliver the Extension Notification to Landlord, written notice of then Tenant's desire ’s option to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of shall automatically terminate. Upon Landlord’s receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental AdjustmentExtension Notification, Landlord and Tenant shall mutually work together for make a period of ten (10) days to resolve the dispute and, if unable good faith effort to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration Fair Market Basic Rent of the Rental Adjustment Premises for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term “Fair Market Basic Rent” shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants mean that net annual basic rent per rentable square foot of the Building for space of comparable size and quality and with similar or equivalent improvements Premises as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for commencement of the Extension Term that a willing credit-worthy tenant would pay and that a willing landlord would accept in an arms length bona fide negotiation for space comparable to the Premises in condition, quality, size and location, with neither party under a compulsion for the appropriate term. In determining “Fair Market Basic Rent,” the parties shall consider rental rates, rent concessions, and other economic terms that a comparable landlord, acting reasonably and in good faith, is then offering or would then offer, to a lessee similar to Tenant for a similar term. In the event that Landlord and Tenant fail to agree upon the Fair Market Basic Rent within 90 days of Landlord’s receipt of the Extension Notification, then Tenant’s extension right shall automatically terminate. Tenant’s option to extend as set forth in this Section shall be paid at the same time contingent upon this Lease being in full force and effect and Tenant not being in default in the same manner performance of any of the terms, covenants and conditions herein contained in respect to a matter as provided to which notice of default has been given hereunder which has not been remedied within the time limited in the this Lease.

Option to Extend. Provided (i) Tenant (as used in Upon expiration of the primary term of this Section 16.16Lease, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of ---------------- Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the granted an option to extend the Original Term term of this Lease for three (3) successive periods of five additional sixty (560) years month periods, each (the each an "Extension Term(s)extension term"). The Extension Term shall be ) upon the same terms and conditions contained as are included in this Lease, subject, however, to renegotiation of the rent provided in paragraph 4 of this Lease. The primary term and the extension terms will be collectively referred to in this Lease during the initial Lease Term (as the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). term." Tenant shall exercise such option by notify Landlord within not less than one hundred twenty (i120) delivering to Landlord, no later than sixteen (16) months days prior to the expiration of the Original Term or, if applicable, primary term of this Lease or prior to the Extension Term, written notice expiration of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt each extension term of Tenant's exercise of its optionoption to extend this Lease, provided that in the circumstances described in paragraph 13, the options to extend the term may be exercised earlier as provided in paragraph 13, and if the option to extend is exercised earlier as provided in paragraph 13, nevertheless, the rental payable as provided in paragraph 4 shall be determined at the time and in the manner provided in paragraph 4 and this paragraph 3. During the following sixty (60) day period, Tenant and Landlord shall negotiate and arrive at an agreement or disagreement of the amount of rent to be paid during the applicable extension term. If Landlord and Tenant properly exercises its option agree upon the rent to extendbe paid during the applicable extension term, Landlord and Tenant shall execute at the end of the sixty (60) day period enter into a new written lease or an amendment agreement setting forth the amount of rental Tenant shall be required to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent pay pursuant paragraph 4 for the applicable Extension Term extension term and any other additional terms to which Landlord and Tenant have agreed. If Tenant and Landlord fail to agree upon the rent to be paid during the applicable extension term during the sixty (60) day period of negotiations, a fair market appraisal comparison of comparable properties will be completed by an independent party upon which the Landlord and Tenant may use to negotiate the amount of rent to be paid during the applicable extension term. If Tenant and Landlord fail to agree upon the rent to be paid during the applicable extension term during the sixty (60) day period of negotiations, either Landlord or Tenant may, by written notice to the other party given within the ensuing thirty (30) day period, elect to invoke the arbitration provisions of this Lease to determine the rent Tenant shall be an amount equal required to the Minimum Annual Rent then being quoted by Landlord pay pursuant to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent paragraph 4 for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leaseapplicable extension term.

Option to Extend. Provided (i) Tenant (as used in this Section 16.1616.19, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option to extend the Original Term for three five (35) successive periods of five (5) years each (the "Extension Term(s)"). The Extension Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen nine (169) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions; provided, however, that in no event shall the Minimum Annual Rent per square foot during any Extension Term be less than the highest Minimum Annual Rent per square foot payable during the immediately preceding term. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, Subject to the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premisesterms and conditions set forth below, Tenant shall have the may at its option to extend the Original Term Terms of this Lease for One (1) period of three (3) successive periods of five (5) years each (years. Such period is called the "Extension Term(s)"). “Renewal Term.” The Extension Renewal Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") this Lease, except that (i) this provision giving five (5) extension options Landlord shall be amended have no obligation to reflect provide Tenant with any Tenant Improvement Allowance or demolition in connection with the remaining options to extendRenewal Term, if any and (ii) the Minimum Annual Rent Base Rental during the Renewal Term shall be adjusted calculated as set forth below below, and (iii) any reference in the "Rent Adjustment")Lease to the “Term” of the Lease shall be deemed to include the Renewal Term and apply thereto, unless it is expressly provided otherwise. Tenant shall have no additional extension options. The Base Rent during the Renewal Term shall be at the then fair market rate (defined hereinafter) for such space for a term commencing of the first day of the Renewal Term. “Market Rate” shall mean the then prevailing market rate for a comparable term commencing on the first day of the Renewal Term for tenants of comparable size and creditworthiness for comparable space in the Building and other R&D/Office buildings in the East Embarcadero area of Palo Alto Area. In no event shall the rent be less than the 60th month’s rent. To exercise such option by any option, Tenant must deliver a binding written notice to Landlord not sooner than ten (i10) delivering to Landlord, no months nor later than sixteen three (163) months prior to the expiration of the Original initial Term or, if applicableof this Lease. Thereafter, the Extension Term, written notice Market Rate for the Renewal Term shall be first determined by Landlord and Landlord shall inform Tenant of Tenant's desire to extend the Original Term or, if applicableLandlord’s opinion of Market Rate. If the parties cannot agree on the Market Rate, the Extension Termparties shall each appoint a real estate broker or appraiser (with at least 10 years experience in R&D leasing in Silicon Valley) to determine the Market Rate. If the lower of the two is within 95% of the higher of the two valuations, then the Market Rent shall be the average of the two. If the lower of the two valuations is less than 95% of the higher valuation, then the two brokers/appraisers originally selected by the parties shall select a third broker/appraiser who shall present their final determination of Market Rate to the third broker/appraiser, and (ii) delivering to Landlord within fifteen (15) business days the third broker/appraiser shall pick one of receipt of those two as being the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's Market Rate. The determination of the Rental Adjustment and third broker/appraiser shall include Tenant's good faith determination of what be binding on the Rental Adjustment should beparties. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant The market rent shall mutually work together for a period of ten (10) be determined within 60 days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt date of Tenant's ’s exercise of its option. If Tenant properly exercises fails to timely give its notice of exercise, Tenant will be deemed to have waived its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant Lessee shall have the option to extend the Original Term for three a period of sixty (360) successive periods months immediately following the expiration of five (5) years each (the "Extension Term(s)"). The Extension Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Extended Term"), on all provisions contained in this Lease (subject to adjustment of Base Rent upon the commencement of the Extended Term as described below, and except for such terms and conditions of this Lease as are specifically or by their operation limited to the initial Term only (including, without limitation, Exhibit "C" attached hereto and provisions respecting construction of Lessee Improvements and payment of a Lessee Improvement Allowance) and except (i) this provision giving five (5) extension options that Lessee shall be amended have no further right or option to reflect extend the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to term upon the expiration of the Original Term orExtended Term), if applicable, the Extension Term, written by giving notice of Tenantexercise of the option (the "Option Notice") to Lessor at least twelve (12) months but not more than eighteen (18) months before the expiration of the then applicable Term. Lessor's desire ability to plan for the orderly transaction of its rental business, to accommodate the needs of other existing and potential tenants, and to enjoy the benefits of increasing rentals at such times as Lessor is able to do so in its sole and absolute discretion, are fundamental elements of Lessor's willingness to provide Lessee with the option to extend contained herein. Accordingly, Lessee hereby acknowledges that strict compliance with the Original Term or, if applicable, the Extension Termnotification provisions contained herein, and (ii) delivering to Landlord within fifteen (15) business days of receipt Lessee's strict compliance with the time period for such notification contained herein, are material elements of the Rent Adjustment, written notice bargained for exchange between Lessor and Lessee and are material elements of its rejection thereof (which rejection shall terminate TenantLessee's option consideration paid to extend), or that Tenant disputes Landlord's determination Lessor in exchange for the grant of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should beoption. In the case of a notice disputing the Rental AdjustmentTherefore, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, TenantLessee's failure to timely exercise such adhere strictly and completely to the provisions and time frame contained in this provision shall render the option automatically null, void and of no further force or effect, without notice, acknowledgement, or any action of any nature or sort, required of Lessor. Lessee acknowledges that no other act or notice, other than the express written notice set forth hereinabove, shall waive it and any succeeding option. Landlord shall notify Tenant act to put Lessor on notice of the amount of the Rent Adjustment no later than sixty (60) days after receipt of TenantLessee's exercise of its option. If Tenant properly exercises its option intent to extend, Landlord and Tenant shall execute an amendment Lessee hereby waives any claims to the contrary, notwithstanding any other actions of Lessee during the Term of this Lease reflecting or any statements, written or oral, of Lessee to Lessor to the terms contrary during the Term of this Lease. Notwithstanding the foregoing, if Lessee is in default (after the expiration of any applicable period for cure pursuant to Article 22 below) on the date of giving the Option Notice, the Option Notice shall be totally ineffective, or if Lessee is in default (after the expiration of any applicable period for cure pursuant to Article 22 below) on the date the Extended Term is to commence, in addition to any and conditions all other remedies available to Lessor under this Lease, at Lessor's election, the exercise of the Extension option shall be deemed null and void, the Extended Term shall not commence, and this Lease shall expire at the end of the Term. The Minimum Annual Rent option to extend granted pursuant hereto is personal to original Lessee signatory to this Lease and cannot be assigned, transferred or conveyed to, or exercised for the applicable Extension Term benefit of, any other person or entity (voluntarily, involuntarily, by operation of law or otherwise) including, without limitation, to any assignee or subtenant permitted under Article 13, other than a "Permitted Transferee" (as defined in Article 13). All of Lessee's rights under this Article 3.b. shall be an amount equal to terminate upon the Minimum Annual Rent then being quoted by Landlord to prospective tenants expiration of the Building for space initial Term or sooner termination of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the this Lease.

Option to Extend. Provided (a) Subject to the terms hereof, if (i) during the Term of the Lease there exists no Default of Tenant hereunder (as used in this Section 16.16or any event or circumstance which, with the term "giving of notice or the passage of time, and the expiration of all cure rights permitted, would constitute a Default of Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11), above) is not in Default hereunder at the time it exercises this option, and (ii) Tenant shall not have assigned the creditworthiness Lease or sublet all or any portion of Tenant is no less than on the date hereofPremises, and then actually occupies the entire Premises, and (iii) Tenant originally named herein remains the Lease is still in possession of all or substantially full force and effect (any and all of which conditions are for the Leased Premisesbenefit of, and may be waived by, Landlord), Tenant shall have the option right to extend the Original Term of this Lease for three one extended term (3the "Extended Term") successive periods of five (5) years each (the "Extension Term(s)")years. The Extension Extended Term shall be upon the same terms commence on July 1, 2025, and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extendend at 11:59 p.m., if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment")Boston time, on June 30, 2030. Tenant shall exercise such option to extend by (i) delivering giving written notice to Landlord not later than June 30, 2024. The giving of such notice by Tenant shall automatically and irrevocably extend the Term of the Lease for the Extended Term, and no instrument of renewal need be executed. In the event that Tenant fails to give such notice to Landlord, the Lease shall automatically terminate on June 30, 2025, and Tenant shall have no later than sixteen (16) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire further option to extend the Original Term orof this Lease, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt it being agreed that time shall be of the Rent Adjustment, written notice essence in the giving of its rejection thereof (which rejection such notice. The Extended Term shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting be on all the terms and conditions of this Lease, except that the Extension Term. The Minimum Annual Basic Rent for the applicable Extension Extended Term shall be determined pursuant to paragraph (b) hereof. (b)The Annual Basic Rent for the first year of the Extended Term shall be the Fair Market Rental Value of the Premises (exclusive of the cost of supplying Tenant electricity), to be established as of the commencement of the Extended Term (the "Determination Date"). The term "Fair Market Rental Value" shall mean the annual fixed rent that a willing tenant would pay and a willing landlord would accept, each acting in its own best interest and without duress, in an amount equal arms-length lease of the Premises as of the Determination Date. For purposes of determining the Fair Market Rental Value, during the Extended Term, the Tenant’s Share of Operating Expenses and Taxes shall be computed using updated base years, consistent with then-prevailing market practices. If Landlord and Tenant shall fail to agree upon the Fair Market Rental Value within six (6) months before the Determination Date, then Landlord and Tenant each shall give notice (the "Determination Notice") to the Minimum other setting forth their respective determinations of the Fair Market Rental Value, and, subject to the provisions of paragraph (c) below, either party may apply to the then president of the Real Estate Finance Association of the Greater Boston Real Estate Board, or any successor thereto, for the designation of an arbitrator satisfactory to both parties to render a final determination of the Fair Market Rental Value. That there shall be only one arbitrator, who shall have had at least ten (10) years’ experience as a real estate broker or appraiser in the Natick/Speen Street/Route 30 office rental market. The arbitrator shall conduct such hearings and investigations as the arbitrator shall deem appropriate and shall, within thirty (30) days after having been appointed, choose one of the determinations set forth in either Landlord’s or Tenant’s Determination Notice, and that choice by the arbitrator shall be binding upon Landlord and Tenant. Each party shall pay its own counsel fees and expenses, if any, in connection with any arbitration under this paragraph (b), and the parties shall share equally all other expenses and fees of any such arbitration. The determination rendered in accordance with the provisions of this paragraph (b) shall be final and binding in fixing the Fair Market Rental Value. The arbitrator shall not have the power to add to, modify, or change any of the provisions of this Lease. (c)In the event that the lower of the two determination of the Fair Market Rental Value is greater than ninety-five percent (95%) of the higher determination, then the Fair Market Rental Value shall not be determined by arbitration, but shall instead be set by taking the average of the determinations set forth in Landlord’s and Tenant’s Determination Notices. Only if the lower determination is ninety-five percent (95%) or less of the higher determination shall the actual determination of Fair Market Rental Value be made by an arbitrator as set forth in paragraph (b) above. (d)If for any reason the Fair Market Rental Value shall not have been determined prior to the Determination Date, then, until the Fair Market Rental Value and, accordingly, the Annual Basic Rent, shall have been finally determined, Tenant shall pay Annual Basic Rent then being at the rate quoted by Landlord to prospective tenants in Landlord’s Determination Notice. Upon final determination of the Building for space Fair Market Rental Value, an appropriate adjustment to the Annual Basic Rent theretofore paid by Tenant from and after the Determination Date shall be made reflecting such final determination, and Landlord or Tenant, as the case may be, shall promptly credit or pay, respectively, to the other any overpayment of comparable size and quality and with similar or equivalent improvements deficiency, as are found the case may be, in the Buildingpayment of Annual Basic Rent from the Determination Date to the date of such final determination. In no event, and if nonehowever, then in similar buildings in will the vicinity, excluding free rent and other concessions. The Minimum Monthly Annual Basic Rent shall be an amount equal to one-twelfth (1/12) for any year of the Minimum Extended Term be less than the Annual Basic Rent in effect on June 30, 2025. Following the determination of the Annual Basic Rent, if either party so desires, Landlord will prepare a reasonable confirmatory agreement to reflect the terms and conditions for the Extension Term Extended Term, but the lack of any such confirmatory agreement will have no effect on the Tenant’s timely exercise of its rights hereunder or on the terms and shall be paid at the same time and in the same manner as conditions provided in the Leaseherein. 7.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the right and option to extend the Original Term for three (3) successive periods one additional period of five (5) years each (the "Extension Term(s)"). The Extension Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect commencing upon the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as Term Expiration Date set forth below (in Section 1.1 of the "Rent Adjustment"). Lease, provided that Tenant shall give Landlord notice of Tenant's exercise of such option by at least six (i) delivering to Landlord, no later than sixteen (166) months prior to the expiration Term Expiration Date and provided further that no event of default by Tenant exists hereunder, and no condition exists which with the giving of notice or the passage of time, or both, would constitute an event of default hereunder, at the time of giving such notice. If an event of default by Xxxxxx exists hereunder, or a condition exists which with the giving of notice or the passage of time, or both, would constitute an event of default hereunder, at the time of the Original Term or, if applicable, commencement of the Extension Term, written at Landlord's option, exercisable by notice of to Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days exercise of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend)extend the Term shall be null and void and of no further force and effect. Prior to the exercise by Tenant of such option, or that Tenant disputes Landlord's determination the expression "Term" shall mean the Term until the Term Expiration Date set forth in Section 1.1 of the Rental Adjustment Lease, and shall include Tenant's good faith determination of what after the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify by Tenant of such option, the amount of expression "Term" shall mean the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its optionTerm as it has been extended by the Extension Term. Except as expressly otherwise provided in the following paragraph and except for this Section 2.3, all the terms, covenants, conditions, provisions and agreements in the Lease contained shall be applicable to the Extension Term. If Tenant properly exercises shall give notice of its exercise of said option to extendextend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord and or Tenant. If Tenant shall execute an amendment fail to give timely notice of the exercise of any such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Annual Rent payable during the Extension Term shall be equal to the Lease reflecting Fair Market Rent for the terms and conditions Premises, as determined below, as of the commencement of the Extension Term. The Minimum If for any reason the Annual Rent for payable during the applicable Extension Term has not been determined as of the commencement of the Extension Term, Tenant shall be an amount equal to pay the Minimum Annual Rent then being quoted by Landlord to prospective tenants of payable during the Building for space of comparable size and quality and Original Term, together with similar or equivalent improvements as are found any applicable adjustment in the BuildingAnnual Estimated Electrical Cost to Tenant's Space, and if none, then in similar buildings in until the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term is determined, at which time, an appropriate adjustment, if any, shall be made. For purposes here, the Fair Market Rent shall mean the fair rent for the Premises as of the commencement of the Extension Term under market conditions then existing. Fair Market Rent shall be determined by agreement between Landlord and Tenant, but if Landlord and Tenant are unable to agree upon the Fair Market Rent at least six (6) months prior to the date upon which the Fair Market Rent is to take effect, then the Fair Market Rent shall be determined by appraisal. made as hereinafter provided by a board of three reputable independent commercial real estate consultants, appraisers, or brokers, each of whom shall have at least ten years of experience in the suburban Rte. 128 Boston office rental market and each of whom is hereinafter referred to as "appraiser". Tenant and Landlord shall each appoint one such appraiser and the two appraisers so appointed shall appoint the third appraiser. The cost and expenses of each appraiser appointed separately by Xxxxxx and Landlord shall be borne by the party who appointed the appraiser. The cost and expenses of the third appraiser shall be shared equally by Xxxxxx and Landlord. Landlord and Tenant shall appoint their respective appraisers at lease five (5) months prior to commencement of the period for which Fair Market Rent is to be determined and shall designate the appraisers so appointed by notice to the other party. The two appraisers so appointed and designated shall appoint the third appraiser at least four (4) months prior to the commencement of such period and shall designate such appraisers by notice to Landlord and Tenant. The board of three appraisers shall determine the Fair Market Rent of the space in question as of the commencement of the period to which the Fair Market Rent shall apply and shall notify Landlord and Tenant of their determinations at least sixty (60) days prior to the commencement of such period. If the determinations of the Fair Market Rent of any two or all three appraisers shall be paid at identical in amount, said amount shall be deemed to be the same time and Fair Market Rent of the subject space. If the determinations of all three appraisers shall be different in the same manner as provided amount, the average of the two values nearest in amount shall be deemed the LeaseFair Market Rent. The Fair Market Rent of the subject space determined in accordance with the foregoing shall be conclusive on Landlord and Tenant.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all a. As of the Leased PremisesEffective Date, Section 3.2 of the Existing Lease is hereby amended to grant Tenant shall have two (2) options (in place of the one (1) option granted in the Existing Lease) to extend the applicable Initial Term of the Lease as to the Third Floor Portion, Fourth Floor Portion and Original Term Storage Space and as to the Seventh Floor Portion, Eighth Floor Portion and Additional Storage Space for three two (32) successive additional periods of five (5) years each (each. Such options shall collectively be referred to as, the "“Extension Term(s)"). Options” and individually, as an “Extension Option.” The exercise of any Extension Term Option shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option governed by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of Section 3.2 of the Extension Term. The Minimum Annual Rent Existing Lease; provided however that since the lease term for the applicable Extension Term Third Floor Portion, Fourth Floor Portion and Original Storage Space, on the one hand, and the lease term for the Seventh Floor Portion, Eighth Floor Portion and Additional Storage Space (if such Additional Storage Space has been delivered to Tenant), on the other hand, are not coterminous (a) reference to the Premises in Section 3.2 shall be an amount equal deemed to refer to either the Third Floor Portion, Fourth Floor Portion and Original Storage Space or to the Minimum Annual Rent then being quoted by Landlord Seventh Floor Portion, Eighth Floor Portion and Additional Storage Space, as applicable; (b) the second Extension Option as to prospective tenants the Third Floor Portion, Fourth Floor Portion and Original Storage Space shall automatically terminate if Tenant fails to timely and properly exercise the first Extension Option as to the Third Floor Portion, Fourth Floor Portion and Original Storage Space in accordance with the terms and conditions of Section 3.2; and (c) the Building for space of comparable size second Extension Option as to the Seventh Floor Portion, Eighth Floor Portion and quality Additional Storage Space shall automatically terminate if Tenant fails to timely and with similar or equivalent improvements properly exercise the first Extension Option as are found in to the BuildingSeventh Floor Portion, Eighth Floor Portion and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the LeaseAdditional Storage Space.

Option to Extend. (a) Provided that, at the time of each such exercise, (i) Tenant this Lease is in full force and effect, and (as used in this Section 16.16, the term "Tenant" ii) no Event of Default shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder have occurred and be continuing (either at the time it exercises this option, (ii) of exercise or at the creditworthiness commencement of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premisesan Extended Term), Tenant shall have the right and option to extend the Original Term of this Lease for three two (32) successive periods extended terms (collectively, the “Extended Terms”) of five (5) years each by giving written notice to Landlord not later that twelve (the "Extension Term(s)"). The Extension Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (1612) months (nor earlier than eighteen (18) months) prior to the expiration date of the Original Term or, if applicable, then in effect. The effective giving of such notice of extension by Tenant shall automatically extend the Extension Term of this Lease for the applicable Extended Term, written and no instrument of renewal or extension need be executed. In the event that Tenant fails timely to give such notice to Landlord, this Lease shall automatically terminate at the end of Tenant's desire the Term then in effect, and Tenant shall have no further option to extend the Original Term orof this Lease. Each Extended Term shall commence on the date immediately succeeding the expiration date of the original Term of the preceding Extended Term, if applicableas the case may be, and shall end on the Extension day immediately preceding the fifth anniversary of the first day of such Extended Term. The Extended Term shall be on all the terms and conditions of this Lease, except: (i) during the second Extended Term, Tenant shall have no further option to extend the Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt the Basic rent for the Extended Terms shall be the Fair Market Rental Value of the Rent AdjustmentPremises as of the commencement of the Extended Term in question, written notice of its rejection thereof taking into account all relevant factors, determined pursuant to paragraph (which rejection shall terminate Tenant's option to extendb), or that Tenant disputes Landlord's determination of but in no event shall the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Basic Rent for the applicable Extension Extended Term shall be an amount equal to less than the Minimum Annual Basic Rent then being quoted by Landlord to prospective tenants at the expiration of the Building for space of comparable size and quality and with similar original or equivalent improvements as are found in Extended Term immediately preceding the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) commencement of the Minimum Annual Rent for the Extension Extended Term and shall be paid at the same time and in the same manner as provided in the Leasequestion.

Option to Extend. (a) Provided that, at the time of such exercise, (i) there exists no Default of Tenant (as used in under Section 23(a)(i) of this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, Lease; (ii) this Lease is still in full force and effect and Tenant actually occupies at least fifty percent (50%) of the creditworthiness of Tenant is no less than on the date hereof, Premises; and (iii) Tenant originally named herein remains shall not have assigned this Lease or currently sublet more than fifty percent (50%) of the Premises, other than to an affiliated entity or successor as described in possession of all or substantially Section 20(b) above (all of which conditions are for the Leased Premisesbenefit of, and may be waived by, Landlord), Tenant shall have the option right to extend the Original Term of this Lease as to the Premises originally leased hereunder for three one extended term (3the “Extended Term”) successive periods of five (5) years each (the "Extension Term(s)")years. The Extension Extended Term shall be upon commence on the same terms day immediately following the expiration date of the Initial Term, and conditions contained in shall end on the Lease during day immediately preceding the initial Lease Term fifth (5th) anniversary of the "Original first day of the Extended Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering giving Landlord written notice of its desire to Landlorddo so, no not later than sixteen nine (169) months prior to the expiration of the Original Initial Term, it being agreed that time shall be of the essence with respect to the giving of such notice. The giving of such notice shall automatically extend the Term orof this Lease for the Extended Term, if applicableand no instrument of renewal need be executed. In the event that Tenant fails to give such notice to Landlord within such time, the Extension Term of this Lease shall automatically terminate at the end of the Initial Term, written notice of Tenant's desire and Tenant shall have no further right or option to extend the Original Term orof this Lease, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt time being of the Rent Adjustment, written notice of its rejection thereof (which rejection essence. The Extended Term shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting be on all the terms and conditions of this Lease, except that: (i) Landlord shall have no obligation to perform or pay for any construction or improvements to the Extension Premises, with respect to the Extended Term. The Minimum Annual ; and (ii) the Basic Rent for the applicable Extension Extended Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size determined in accordance with Paragraphs 36(b) and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leasec).

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option to extend this Lease for two (2) additional five (5) year term(s) (the Original "Option Terms") upon the same conditions applicable to the Primary Term. However, during each Option Term the rent for the first three (3) successive periods of five (5) years each (the "Extension Term(s)"). The Extension Term shall be upon four percent (4%) over the same terms and conditions contained rent payable in the Lease during year immediately preceding such Option Term, and the initial Lease Term (rent for the "Original Term") except (i) this provision giving five (5) extension options fourth and fifth years shall be amended three percent (3%) over the rent payable in the third year of such Option Term. Whenever the terms "Lease term" or "term of this Lease" are used in this Lease, they shall refer to reflect the remaining options Primary Term and any Option Term for which Tenant has exercised its option to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall may exercise such any option to extend this Lease by giving notice in writing to Landlord not less than one hundred eighty (i180) delivering to Landlord, no later than sixteen (16) months prior to days before the expiration of the Original Primary Term or, if applicable, the Extension or any prior Option Term, as the case may be. Landlord covenants and agrees to give Tenant written notice of the date by which such option must be exercised at least twenty (20) but not more than thirty (30) days prior to when such option needs to be exercised. Tenant shall not be entitled to exercise any option to extend this Lease if Landlord's notice was given as required but Tenant's desire notice is not given as required herein or if the Tenant is in default of this Lease pursuant to extend the Original Term orSection 21 hereof beyond any applicable notice and grace period, or if applicable, the Extension Term, and Tenant has been ten (ii10) delivering to Landlord within fifteen (15) business or more days of receipt of the Rent Adjustment, written notice late in payment of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment rent and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of has not cured such late payments within ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration after written notice on more than three (3) occasions during any year of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the this Lease.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant Lessee shall have the option to extend the Original Term for three (3) successive periods ---------------- a period of five (5) years each (immediately following the "Extension Term(s)"). The Extension Term shall be upon the same terms and conditions contained in the Lease during expiration of the initial Lease Term (the "Original Extended Term") ), on all provisions contained in this Lease (except (i) this provision giving five (5) extension options for Base Rent and such other terms and conditions as are specifically or by their operation limited to the initial Term only and except that Lessee shall be amended have no further right or option to reflect extend the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to term upon the expiration of the Original Term orExtended Term), if applicable, the Extension Term, written by giving notice of Tenant's desire exercise of the option (the "Option Notice") to extend the Original Term or, if applicable, the Extension Term, and Lessor at least twelve (ii12) delivering to Landlord within months but not more than fifteen (15) business days of receipt months before the expiration of the Rent Adjustment, written notice then applicable Term. Lessor's ability to plan for the orderly transaction of its rejection thereof (which rejection shall terminate Tenantrental business, to accommodate the needs of other existing and potential tenants, and to enjoy the benefits of increasing rentals at such times as Lessor is able to do so in its sole and absolute discretion, are fundamental elements of Lessor's willingness to provide Lessee with the option to extend)extend contained herein. Accordingly, or Lessee hereby acknowledges that Tenant disputes Landlordstrict compliance with the notification provisions contained herein, and Lessee's determination strict compliance with the time period for such notification contained herein, are material elements of the Rental Adjustment bargained for exchange between Lessor and shall include TenantLessee and are material elements of Lessee's good faith determination of what consideration paid to Lessor in exchange for the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration grant of the Rental Adjustment for a period of thirty (30) daysoption. Unless Landlord otherwise agrees in writingTherefore, TenantLessee's failure to timely exercise such adhere strictly and completely to the provisions and time frame contained in this provision shall render the option automatically null, void and of no further force or effect, without notice, acknowledgement, or any action of any nature or sort, required of Lessor. Lessee acknowledges that no other act or notice, other than the express written notice set forth hereinabove, shall waive it and any succeeding option. Landlord shall notify Tenant act to put Lessor on notice of the amount of the Rent Adjustment no later than sixty (60) days after receipt of TenantLessee's exercise of its option. If Tenant properly exercises its option intent to extend, Landlord and Tenant shall execute an amendment Lessee hereby waives any claims to the contrary, notwithstanding any other actions of Lessee during the Term of this Lease reflecting or any statements, written or oral, of Lessee to Lessor to the terms contrary during the Term of this Lease. Notwithstanding the foregoing, if Lessee is in default (after the expiration of any applicable period for cure pursuant to Article 22 below) on the date of giving the Option Notice, the Option Notice shall be totally ineffective, or if Lessee is in default (after the expiration of any applicable period for cure pursuant to Article 22 below) on the date the Extended Term is to commence, in addition to any and conditions all other remedies available to Lessor under this Lease. at Lessor's election, the exercise of the Extension option shall be deemed null and void, the Extended Term shall not commence, and this Lease shall expire at the end of the Term. Further, the option to extend granted pursuant hereto and this entire Article 3.b. shall be null and void and of no further force or effect if during the twelve (12) month period prior to the delivery of the Option Notice, Lessee has incurred two or more late charges pursuant to Article 40.a. below, due to late payment of Base Rent (regardless of whether such late payment was subsequently cured). The Minimum Annual Rent option to extend granted pursuant hereto is personal to original Lessee signatory to this Lease and cannot be assigned, transferred or conveyed to, or exercised for the applicable Extension Term benefit of, any other person or entity (voluntarily, involuntarily. by operation of law or otherwise) including, without limitation, to any assignee or subtenant permitted under Article 13, other than a "Permitted Transferee" (as defined in Article 13). All of Lessee's rights under this Article 3.b. shall be an amount equal to terminate upon the Minimum Annual Rent then being quoted by Landlord to prospective tenants expiration of the Building for space initial Term or sooner termination of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the this Lease.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option to extend the Original Term of this Lease for three two (32) successive periods terms of five (5) years each (the each being referred to as an "Extension Term(s)extended term"). The Extension Term option shall be upon the same terms exercised only by notice no more than twelve (l2) months and conditions contained in the Lease during the initial Lease Term no less than nine (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (169) months prior to the expiration of the Original original Term oror the first extended term, as the case may be. Said notice shall be effective only if applicablegiven in the timely manner described; however, Tenant's exercise of its option may be deemed void in Landlord's sole discretion if Tenant is not occupying the Premises for the Permitted Use, is in default under the terms of this Lease either on the date of the notice or on the date of the expiration of the original Term or of the first extended term, as the case may be, or has assigned this Lease or sublet more than fifty percent (50%) of the Premises (other than to an Affiliated Entity). The demise of the Premises for each extended term shall be on the same terms and conditions as the original Term or the first extended term, as the case may be, except that Landlord shall have no obligation to construct or renovate the Premises or to provide any allowance or contribution with respect thereto and the charge for all parking passes to be used during the extended term shall be at the then current prevailing rate in the Garage, as such rate may vary from time to time (but not less than the highest rate being charged to Tenant for its parking passes as of the expiration of the then current Term of this Lease), and except that the Base Rent, the Extension Operating Costs for the Base Calendar Year and the Real Estate Taxes for the Base Calendar Year during such extended term shall be as set forth hereinafter. All other items of additional rent shall be the same. Once the Term is duly extended, any reference in this Lease to the "term" or "Term" of this Lease shall mean the Term as so extended. If Tenant fails to give timely notice, written notice of Tenant's desire as aforesaid, Tenant shall have no further right to extend the Original Term orof this Lease, time being of the essence in respect of this Section 10.24. Tenant shall have no option to extend the Term of this Lease other than the two (2) additional five (5) year terms herein provided for. Notwithstanding the fact that, upon Tenant's exercise of the herein option to extend the Term of this Lease, such extension(s) shall be self-executing, as aforesaid, the parties shall promptly execute a lease amendment reflecting such extended term after Tenant exercises the option in question and the Base Rent, Operating Costs for the Base Calendar Year and Real Estate Taxes for the Base Calendar Year during such extended term are determined. The Base Rent for each extended term shall be 95% of the fair market rental value (as hereinafter defined) of the Premises as of the commencement date of such extended term. However, in no event shall the sum of the Base Rent and amounts required to be paid by Tenant on account of Operating Costs and Landlord's Tax Expense for any twelve (12) month period during such extended term be less than the sum of the Base Rent and amounts required to be paid by Tenant on account of Operating Costs and Landlord's Tax Expense for the twelve (12) month period immediately preceding the commencement of such extended term. "Fair market rental value" shall be computed as of the date in question at the then current annual rental charge (i.e., the sum of Base Rent plus escalation and other charges), including provisions for subsequent increases and other adjustments, for leases or agreements to lease then currently being negotiated or executed for comparable space located in first-class buildings (including the Building) in downtown Hartford. In determining fair market rental value, the following factors, among others, shall be taken into account and given effect: size, location of premises, lease term, building amenities, finishes and condition of building, tenant improvement allowances, creditworthiness of the landlord and the tenant, availability of exterior signage, and services provided by the landlord. Notwithstanding anything to the contrary herein contained, the parties hereby agree that, upon the determination of any fair market rental value, Operating Costs for the Base Calendar Year and Real Estate Taxes for the Base Calendar Year shall be changed from that stated in Section 1.1 above to an amount equal to the actual amount of Operating Costs and Landlord's Tax Expense, respectively, for the calendar year immediately preceding the calendar year in which the commencement date of the extended term occurs. In such event, the amount of Base Rent payable hereunder shall be commensurately adjusted to reflect such change in such base years. Landlord shall initially designate fair market rental value and Landlord shall furnish data in support of such designation. If Tenant disagrees with Landlord's designation of a fair market rental value, Tenant shall have the right, by written notice given within thirty (30) days after Tenant has been notified of Landlord's designation, to submit such fair market rental value to appraisal. Fair market rental value shall be submitted to appraisal as follows: fair market rental value shall be determined by impartial MAI appraisers, one to be chosen by Landlord, one to be chosen by Tenant, and a third to be selected, if applicablenecessary, as below provided. The unanimous written decision of the two first chosen, without selection and participation of a third appraiser, or otherwise, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case decision of a notice disputing the Rental Adjustmentmajority of three appraisers chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall mutually work together for a period each notify the other of its chosen appraiser within ten (10) days to resolve following the dispute call for appraisal and, if unable unless such two appraisers shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the President of the Hartford Bar Association (or such organization as may succeed to agree upon said Hartford Bar Association) and request him or her to select an impartial third MAI appraiser to determine fair market rental value as herein defined. Such third appraiser and the Rental Adjustment first two chosen shall hear the parties and their evidence and render their decision within said period, thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall in good faith participate in non-binding arbitration bear the expense of the Rental Adjustment for a period of thirty third appraiser (30if any) daysequally. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant The decision of the amount appraisers shall be binding and conclusive, and judgment upon the award or decision of the Rent Adjustment no later than sixty (60) days after receipt arbitrators may be entered in the appropriate court of law; and the parties consent to the jurisdiction of such court and further agree that any process or notice of motion or other application to such court or a Judge thereof may be served outside the State of Connecticut by registered mail or by personal service, provided a reasonable time for appearance is allowed. If the dispute between the parties as to a fair market rental value has not been resolved before the commencement of Tenant's exercise of its option. If Tenant properly exercises its option obligation to extendpay rent based upon such fair market rental value, Landlord and then Tenant shall execute an amendment pay Base Rent and other charges under this Lease in respect of the premises in question based upon the fair market rental value designated by Landlord until either the agreement of the parties as to the Lease reflecting fair market rental value, or the terms and conditions decision of the Extension Term. The Minimum Annual Rent for appraisers, as the applicable Extension Term case may be, at which time Tenant shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants pay any underpayment of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent charges to Landlord, or Landlord shall be an amount equal refund any overpayment of rent and other charges to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the LeaseTenant.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default default in its obligations hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premisesbeyond any applicable cure period, Tenant shall have the an option to extend this Lease for an additional term (hereinafter referred to as “Extended Term”) commencing immediately upon the Original Term expiration of the initial term hereof and continuing for three (3) successive periods a period of five (5) years each years, provided that Tenant proceeds strictly in accordance with the provisions of this Section III(c). Not later than two hundred seventy (270) days prior to the last day of the initial term hereof (the "“Notice Date”), Tenant shall advise Landlord in writing that Tenant wishes to extend the term of this Lease (hereinafter referred to as “Tenant’s Extension Term(s)"Notice”). If at the time Landlord receives Tenant’s Extension Notice this Lease is in full force and effect without default on the part of the Tenant beyond any applicable cure period, then, during the next thirty (30) days, Landlord shall notify Tenant in writing of the Rent pursuant to Section IV of the Lease which shall be due for the Extended Term. The Extension Rent specified by Landlord shall be that which the Landlord projects will be the fair market rent as of the commencement of the Extended Term, but in no event less than the rent for the last year during the initial term of this Lease. Within three (3) weeks after Landlord has given Tenant notice of the Rent pursuant to Section IV of this Lease for the Extended Term, Tenant shall notify Landlord whether or not it agrees to pay such Rent. If Tenant shall agree in writing to pay such Rent, then this Lease shall be extended for the Extended Term without the execution of any additional documents, and each and every term and condition of this Lease shall apply during the Extended Term except only that the Rent specified in Section IV of this Lease during the Extended Term shall be that agreed upon by Landlord and Tenant, and the same terms phrase “term of this Lease” shall be construed to mean the Extended Term of this Lease. If Tenant shall not agree in writing to pay such Rent, this Lease shall terminate as provided in Section III(a) of this Lease and conditions contained Tenant shall vacate the Premises on or before such date in accordance with the provisions of this Lease. If Tenant shall fail to give Landlord written notice on or before the Notice Date, as hereinbefore specified, Tenant shall have no right to extend this Lease for the Extended Term, and this Lease shall terminate as provided in Section III(a) of this Lease and Tenant shall vacate the Premises on or before such date in accordance with the provisions of this Lease, unless Tenant shall have elected by written notice to Landlord during said three (3) week period to have the rent for the Extended Term determined by the arbitration system described herein. Each of Landlord and Tenant shall at its own cost and expense retain a real estate broker, who must have ten (10) years experience in commercial leasing in the Lease greater Boston metropolitan market, to determine the fair market rent for the Premises as of the commencement date of the Extended Term, which appraisals must be completed and submitted within thirty (30) days of the commencement of the appraisal process by Tenant’s notice. If the two appraisals are within ten percent (10%) of each other, the average of the two amounts shall constitute the rent which shall be due during the Extended Term. If the two appraisals are not within ten percent (10%) of each other, the two brokers shall select a third real estate broker (who must also possess the minimum qualifications described above), who within the next thirty (30) days shall select which of the two initial Lease Term (amounts shall constitute the "Original Term") except (i) this provision giving five (5) extension options rent which shall be amended to reflect due during the remaining options to extend, if any Extended Term. Landlord and (ii) Tenant shall each bear one-half of the Minimum Annual Rent cost of said third broker. The appraisal process shall be adjusted as set forth below (binding upon both Landlord and Tenant, and once the "Rent Adjustment")process is initiated, Tenant may not withdraw the exercise of the Option to Extend. If Tenant shall exercise such option by fail to give Landlord written notice not less than two hundred seventy (i270) delivering to Landlord, no later than sixteen (16) months days prior to the expiration of the Original Term orinitial term of this Lease, if applicable, the Extension Term, written notice of Tenant's desire Tenant shall have no right to extend this Lease for the Original Term or, if applicable, the Extension Extended Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection this Lease shall terminate Tenant's option to extend)as provided in Section III, or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period vacate the Premises on or before such date in accordance with the provisions of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the this Lease.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, at its option may extend the term "Tenant" shall also include any Permitted Transferee of this Lease for one (1) extension term of five (5) years by serving written notice thereof upon Landlord at least twelve (12) months before the expiration of the initial lease term, provided that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises of such notice and at the commencement of such extended term, no event of default, as defined in Paragraph 13 of this optionLease, shall have occurred. Upon the service of such notice and subject to the conditions set forth in the preceding sentence, this Lease shall be extended without the necessity of the execution of any further instrument or document. Such extended term shall commence upon the expiration date of the initial lease term, expire upon the annual anniversary of such date five (ii5) years thereafter, and be upon the creditworthiness same terms, covenants, and conditions as provided in this Lease for the initial term, except that the Basic Rental payable during the extended term shall be at the prevailing rate for comparable space in the Building, at the commencement of such extended term, which new Basic Rental shall be adjusted as provided in and under this Lease. Payment of all additional rent and other charges required to be made by Tenant as provided in this Lease for the initial term shall continue to be made during the extended term. Any termination of this Lease during the initial term shall terminate all rights of extension hereunder. Any assignment or subletting by Tenant pursuant to Paragraph 9 of this Lease, other than to a Fortune 500 company or an Affiliate, if any, shall terminate the option of Tenant is contained herein. Notwithstanding the foregoing, in no event shall the Basic Rental for the extension term be less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all Basic Rental during the last year of the Leased Premises, initial term. 74 RIDER NO. 501 TERMINATION OPTION Tenant shall have the option to extend terminate this Lease on the Original Term for three (3) successive periods last day of any month after the date which is five (5) years each and eight (8) months after the Commencement Date of this Lease (as applicable, the "Extension Term(s)Termination Date"). The Extension Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except ; provided that (i) this provision giving five Tenant gives Landlord at least nine (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (169) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Termterminate, and (ii) delivering to Landlord within fifteen (15) business days of receipt Tenant is not in default under the Lease at the time of the Rent Adjustment, written giving of such notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of nor on the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should beTermination Date. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writingAdditionally, Tenant's failure right to timely exercise such option shall waive it terminate hereunder is conditioned upon the payment in full by Tenant, on or before the Termination Date, of (a) all Basic Rental, Additional Rental and any succeeding option. Landlord shall notify other sums owed by Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to under the Lease reflecting through and including the terms Termination Date; and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be (b) an amount equal to the Minimum Annual Rent then being quoted sum of (i) the amount obtained by multiplying $5,685,000.00 by a fraction having as its numerator, the number of months remaining in the initial Lease Term, and having as its denominator, the number sixty (60), plus (ii) the unamortized cost of all tenant improvement allowances, leasing commissions and other transaction costs actually paid by Landlord to prospective tenants in connection with this Lease with interest thereon at the rate of twelve and one-half percent (12.5%) per annum (collectively, the "Termination Payment"). After Landlord's receipt of the Building for space of comparable size Termination Payment, and quality and with similar or equivalent improvements so long as are found Tenant has surrendered the Premises in the Buildingcondition required under this Lease, and if noneneither party shall have any rights, then in similar buildings in liabilities or obligations under this Lease for the vicinityperiod accruing after the Termination Date, excluding free rent and other concessionsexcept those which, by the provisions of this Lease, expressly survive the termination of this Lease. The Minimum Monthly Rent shall be an amount equal to one-twelfth 75 EXHIBIT F ROOFTOP LICENSE AGREEMENT THIS ROOFTOP LICENSE AGREEMENT (1/12this "Agreement") is entered into as of the Minimum Annual Rent for the Extension Term ____ day of _________, 1996, by and shall be paid at the same time between CRESCENT REAL ESTATE EQUITIES LIMITED PARTNERSHIP ("Licensor") and in the same manner as provided in the LeasePAGEMART WIRELESS, INC. ("Licensee").

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds Lessor hereby grants to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option Lessee two successive options to extend the Original Term this Lease for three (3) successive periods additional terms of five (5) years each (commencing on the "Extension Term(s)")first day after the Expiration Date of the previous term. The Extension Term shall be upon Lessee must exercise the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options option to extend, if any and at all, by giving Lessor written notice of such exercise not less than twelve (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (1612) months prior to the expiration date of the Original Term or, if applicablethen current term. Upon the exercise of the option to extend, the Extension Termterm of this Lease shall be extended through the expiration date of the Renewal Term on the same terms and conditions as contained herein, written notice of Tenant's desire except that there shall be no option to extend the Original Term or, if applicable, term of this Lease beyond the Extension Second Renewal Term, and the Base Monthly Rent during the Renewal Terms shall be determined pursuant to this Section. Base Monthly Rent for each Renewal Term shall be the greater of (iia) delivering to Landlord within fifteen (15) business days of receipt the Base Monthly Rent scheduled for the final month of the Rent Adjustmentpreceding term (the initial term or the First Renewal Term, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extendas the case may be), or that Tenant disputes Landlord's determination (b) the fair market base rental value of the Rental Adjustment Premises. Lessor and Lessee agree to be reasonable in their negotiation of rent for the option periods. Lessor and Lessee shall include Tenant's good faith determination have thirty (30) days after Lessee provides Lessor of what its notice to exercise its Option to Renew to set the Rental Adjustment should berent for the option period(s). In If Lessor and Lessee are unable to establish the case of a notice disputing rent for the Rental Adjustment, Landlord option period(s) within the thirty (30) day period then Lessor and Tenant Lessee shall mutually work together for a period of each appoint an appraiser with not less than ten (10) days years experience in real estate appraisal in the Bellevue real estate market, to resolve set the dispute andrent for the option period(s). If the rents proposed by each appraiser are within ten (10%) percent of each other, if unable to agree upon then the Rental Adjustment within said period, Landlord and Tenant rent for the option period(s) shall in good faith participate in non-binding arbitration be the average of the Rental Adjustment two rents. If the rents proposed by each appraiser are greater than ten (10%) percent from each other then the two appraisers will select a third appraiser who shall also have at least (10) years real estate appraisal experience in the Bellevue real estate market, to set the rent for a period the option period(s). The rent established by the third appraiser will be binding on Lessor and Lessee and will be no less than the rent proposed by Lessee and no higher than the rent proposed by Lessor. The total cost of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant all of the amount appraiser's fees will be the responsibility of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions party whose proposed rental rate is farthest from that of the Extension Term. The Minimum Annual Rent for final rental rate established by the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leaseappraisers.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option right, upon written notice to Landlord no more than three hundred (300) days nor less than one hundred eighty (180) days prior to the end of the Extended Term (“Notice”), to extend the Original Term term of the Lease for three (3) successive periods up to two additional terms of five (5) years each (the "Extension Term(s“Additional Terms”)"); provided that Tenant is not in default of any of the terms, covenants, and conditions of the Lease, and that no fact or circumstance exists that with the giving of notice or the passage of time, or both, would constitute such a default, either at the time of exercise of said extension right or as of the effective date of extension. The Extension Additional Term shall be upon under all of the same terms terms, covenants and conditions contained of the Lease, except that the Base Rent during the Additional Term shall be at the “Prevailing Rental Rate” which shall mean the rental rate determined for the most comparable office space located in the Lease during Cottonwood Corporate Center Project as of the initial Lease Term date of the Notice. Landlord and Tenant shall endeavor in good faith to determine the Prevailing Rental Rate within thirty (30) calendar days after Landlord’s receipt of the "Original Notice. If they cannot agree within thirty (30) calendar days, each shall appoint an appraiser who shall arrive at an estimate of the Prevailing Rental Rate within thirty (30) calendar days. If such estimates are within five percent (5%) of each other, the average of the two shall be the new Base Rent for the Additional Term". If the estimates are more than five percent (5%) except (i) this provision giving apart, each appraiser shall select a third appraiser within five (5) extension options calendar days or, if they fail to do so, Landlord shall select a third appraiser. The third appraiser shall prepare an estimate of the Prevailing Rental Rate as provided above within thirty (30) calendar days and the two closest of the three estimates shall be amended averaged to reflect determine the remaining options to extend, if any and (ii) new Base Rent for the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment")Additional Term. Tenant shall exercise such option by (i) delivering to Landlord, no No later than sixteen one hundred twenty (16120) months calendar days prior to the expiration of the Original Term or, if applicable, the Extension Extended Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting stating the new Base Rent and expiration date of the Lease Term. If such an amendment is not fully executed for any reason as provided above, the Lease Term shall not be extended and the option granted hereunder shall terminate. The extension rights of Tenant hereunder shall be personal to the originally named Tenant and may be exercised only by the originally named Tenant (and not any assignee, sublessee or other Transferee of Tenant’s interest in this Lease) and only if the originally named Tenant occupies the majority of the reduced Premises (as shown on Exhibit “A” to this Addendum) as of the date it exercises the option to extend in accordance with the terms and conditions hereof. If Tenant fails to deliver a timely Notice, Tenant shall be considered to have elected not to exercise its option to extend. Any termination of the Extension TermLease during the initial Lease Term or Extended Term shall terminate all extension rights granted hereunder. The Minimum Annual Rent for extension rights of Tenant hereunder shall not be severable from the Lease, nor may such rights be assigned or otherwise conveyed in connection with any permitted assignment of the Lease. During the Additional Term: (a) no abatement or other concession, if any, applicable Extension to the initial Term or the Extended Term shall be an amount equal apply to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of Additional Term; and (b) all leasehold improvements within the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent Premises shall be provided in their then-existing condition (on an amount equal to one“as-twelfth (1/12is” basis) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the LeaseAdditional Term commences.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder default under the terms of this Lease at the time it exercises this optionrenewal option is exercised or at the commencement of the Extension Term (as hereinafter defined), (ii) the creditworthiness of Tenant is no less than on occupying at least ninety percent (90%) of the date hereofPremises, including any expansion space, and (iii) Tenant originally named herein remains Landlord has not given more than two (2) notices of default in possession any twelve (12) month period for nonpayment of all or substantially all of the Leased Premisesmonetary obligations, Tenant shall have the option to extend the Original Term renew this Lease for three an additional period of sixty (360) successive periods of five months (5) years each (the "Extension Term(s)Term"). The Extension Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting on all the terms and conditions of this Lease, except that Landlord shall have no additional obligation for free rent, leasehold improvements or for any other tenant inducements for the Extension Term. The Minimum Annual Base Rent for during the applicable Extension Term shall be an amount equal to the Minimum Annual Base Rent then being quoted by Landlord to prospective tenants set forth in the Basic Lease Information for one hundred twenty-first (121st) month through the one hundred eightieth (180th) month of the Building for space of comparable size Lease Term and quality and with similar or equivalent improvements as are found the Security Deposit will be increased to reflect any increase in Base Rent payable under the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessionsLease. The Minimum Monthly Rent There shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for no additional extension terms beyond the Extension Term set forth herein. Tenant must exercise its option to extend this Lease by giving Landlord written notice of its election to do so no later than one hundred eighty (180) nor earlier than three hundred sixty (360) days prior to the end of the initial Term (i.e. the last day of the one hundred twentieth (120th) month). Any notice not given in a timely manner, shall be void, and Tenant shall be deemed to have waived its extension rights. The extension option set forth herein is personal to Tenant and shall not be paid at the same time and included in the same manner as provided in the any assignment of this Lease.

Option to Extend. (a) Provided (i) Tenant (this Lease is in full force and effect and that no Default by Tenant, as used defined in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) Lease is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than existence either on the date hereofof Tenant’s Extension Notice (as hereinafter defined) or, unless waived in writing by Landlord for the purpose of this Extension Option (iii) Tenant originally named herein remains in possession of all or substantially all of as hereinafter defined), on the Leased PremisesExtension Effective Date, and provided further that this Lease shall not have theretofore been assigned (other than pursuant to an assignment not requiring Landlord’s consent thereto), Tenant shall have the option right, at Tenant’s option, to extend the Original Term of this Lease for three one (31) successive periods additional period of five (5) years each (the "“Optional Extended Term”) commencing on the day following the Expiration Date (the “Extension Term(s)")Effective Date”) and ending on the fifth (5th) anniversary of the Expiration Date. Such option to extend (the “Extension Option”) shall be exercised by Tenant giving written notice (“Tenant’s Extension Notice”) of the exercise thereof to Landlord at least eighteen (18) but not more than twenty-one (21) months before the Expiration Date. If Tenant shall fail to timely give Tenant’s Extension Notice as provided herein, the Extension Option shall be deemed automatically and irrevocably waived by Tenant. The Term as extended pursuant to the Extension Term Option shall be upon the same terms terms, covenants, and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below in this Lease except that the Base Rent payable during the Optional Extended Term, if exercised, shall equal the Market Rate (the "Rent Adjustment"as defined below). In the event Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original Term or, if applicable, exercises the Extension TermOption as provided herein, written notice of Tenant's desire to extend the Original Term orthen Tenant shall, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extendLandlord’s request, Landlord execute and Tenant shall execute deliver an amendment to the Lease reflecting memorializing such exercise and the terms and conditions of Rent payable by Tenant during the Extension Optional Extended Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Option to Extend. Provided Landlord hereby grants to Tenant an option to extend the term of this Lease for the Option Term upon written notice given not less than six (i6) months and not more than twelve (12) months in advance of the expiration of the Initial Term; provided however, that Tenant's exercise of such option shall not be effective if (a) Tenant (as used shall be in default beyond the applicable cure period after notice from Landlord under any of the monetary or other materials terms of this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder Lease either at the time it exercises this option, (ii) of such exercise or at the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all expiration of the Leased Premisesthen Initial Term; or (b) if Tenant has not met the Gross Sales Threshold (as defined in Section 1.9 and adjusted per Section 5.8 each year of the Lease Term) required for the preceding twelve (12) month period; provided, further, Landlord may condition Tenant's extension of the Term of this lease on Tenant's refurbishment of the Premises if such refurbishment is reasonably necessary to maintain the Premises as a first class establishment in accordance with Section 16.1 and Article 14. All terms and conditions applicable to the Initial Term shall be applicable to the Option Term, including but not limited to provisions regarding Minimum Annual Rental and Percentage Rental annual increases; however, the provisions of Exhibit C regarding the initial construction of the Premises shall not be applicable. In the event Tenant shall have has not met the Gross Sales Breakpoint (as defined in Section 1.8 and adjusted per Section 5.3 each year of the Lease Term) required for the preceding (12) month period, then the option to extend the Original Term for three (3) successive periods of five (5) years each (the "Extension Term(s)"). The Extension Term shall is personal to Tenant and may not be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall exercised or be amended assigned, voluntarily or involuntarily, by or to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later person or entity other than sixteen (16) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Option to Extend. Provided While this Lease is in full force and effect, provided that no Event of Default then exists and no Event of Default has occurred within the immediately preceding twelve (i12) month period, and further provided that the Original Tenant has not assigned this Lease nor sublet more than twenty-five percent (25%) of the Premises then demised to Tenant under this Lease (excluding transfers to Permitted Transferees), in each case both as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at of the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all option exercise and as of the Leased Premisescommencement of the herein additional term, Tenant shall have the right or option (the “Extension Option”) to extend the Original Term original term of this Lease for three one (31) successive periods period of five (5) years each (the "Extension Term(s)"“Option Period”). The Extension Term Option shall not apply to any ROFR Space that is added to the Premises in connection with paragraph 6.20 of this Lease, as any extension of the term of Tenant’s leasing of the ROFR Space shall be upon governed by the Offer. Such extension of the original term shall be on the same terms and conditions contained covenants as provided for in the original term except that (a) Tenant shall have no further option to extend the Lease during Term, (b) the initial Lease Term Base Rent for the Option Period shall be one hundred percent (100%) of the then Fair Market Rent for the Premises in AS IS condition for lease renewals as determined in accordance with subparagraph 2.2.3, and (c) Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof prior to the commencement of the Option Period, nor shall Landlord have any obligation to provide Tenant with any tenant improvement allowance or other allowance of any kind. Any exercise of such Extension Option by Tenant as provided herein shall be irrevocable. If the Fair Market Rent has not been determined as of the commencement date of the Option Period, Tenant initially shall pay Base Rent plus escalations for the extended term at the Fair Market Rate designated by Landlord, with a retroactive adjustment to be made within ten (10) Business Days after the determination of Fair Market Rent. Notice (the "Original Term"“Option Notice”) except (i) this provision giving five (5) extension options shall of Tenant’s intention to exercise the Extension Option must be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering given to Landlord, no later than sixteen in writing, at least twelve (1612) months prior to the then current expiration of the Original Lease Term or, if applicable, (time being of the essence) or the Extension Term, written notice Option shall lapse and be of Tenant's desire to extend the Original Term or, if applicable, no further force or effect. If Tenant exercises the Extension TermOption, and (ii) delivering to Landlord within fifteen (15) business days of receipt of after the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what Fair Market Rent for the Rental Adjustment should be. In Premises as herein provided, the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the this Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leaseconfirming same.

Option to Extend. Provided (i) Tenant (as used in Upon expiration of the primary term of this Section 16.16Lease, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the granted an option to extend the Original Term term of this Lease for three (3) successive periods of five additional sixty (560) years month periods, each (the each an "Extension Term(s)extension term"). The Extension Term shall be ) upon the same terms and conditions contained as are included in this Lease, subject, however, to renegotiation of the rent provided in paragraph 4 of this Lease. The primary term and the extension terms will be collectively referred to in this Lease during the initial Lease Term (as the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). term." Tenant shall exercise such option by notify Landlord within not less than one hundred twenty (i120) delivering to Landlord, no later than sixteen (16) months days prior to the expiration of the Original Term or, if applicable, primary term of this Lease or prior to the Extension Term, written notice expiration of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt each extension term of Tenant's exercise of its optionoption to extend this Lease, provided that in the circumstances described in paragraph 13, the options to extend the term may be exercised earlier as provided in paragraph 13, and if the option to extend is exercised earlier as provided in paragraph 13, nevertheless, the rental payable as provided in paragraph 4 shall be determined at the time and in the manner provided in paragraph 4 and this paragraph 3. During the following sixty (60) day period, Tenant and Landlord shall negotiate and arrive at an agreement or disagreement of the amount of rent to be paid during the applicable extension term. If Landlord and Tenant properly exercises its option agree upon the rent to extendbe paid during the applicable extension term, Landlord and Tenant shall execute at the end of the sixty (60) day period enter into a new written lease or an amendment agreement setting forth the amount of rental Tenant shall be required to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent pay pursuant paragraph 4 for the applicable Extension Term extension term and any other additional terms to which Landlord and Tenant have agreed. If Tenant and Landlord fail to agree upon the rent to be paid during the applicable extension term during the sixty (60) day period of negotiations, a fair market appraisal comparison of comparable properties will be completed by an independent party upon which the Landlord and Tenant may use to negotiate the amount of rent to be paid during the applicable extension term. If Tenant and Landlord fail to agree upon the rent to be paid during the applicable extension term during the sixty (60) day period of negotiations, either Landlord or Tenant may, by written notice to the other party given within the ensuing thirty (30) day period, elect to invoke the arbitration provisions of this Lease to determine the rent Tenant shall be an amount equal required to the Minimum Annual Rent then being quoted by Landlord pay pursuant to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent paragraph 4 for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leaseapplicable extension term.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, Subject to the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premisesterms and conditions set forth below, Tenant shall have the may at its option to extend the Original Term of this Lease for three One (31) successive periods period of five TEN (510) years each (years. Such period is called the "Extension Term(s)"). “Renewal Term.” The Extension Renewal Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") this Lease, except that (i) this provision giving five (5) extension options Landlord shall be amended have no obligation to reflect provide Tenant with any Tenant Improvement Allowance or demolition in connection with the remaining options to extendRenewal Term, if any and (ii) the Minimum Annual Rent Base Rental during the Renewal Term shall be adjusted calculated as set forth below below, and (iii) any reference in the "Rent Adjustment")Lease to the “Term” of the Lease shall be deemed to include the Renewal Term and apply thereto, unless it is expressly provided otherwise. Tenant shall have no additional extension options. The Base Rent during the Renewal Term shall be at the then Fair Xxxxxx Rate (defined hereinafter) for such space for a term commencing of the first day of the Renewal Term. “Market Rate” shall mean the then prevailing market rate for a comparable term commencing on the first day of the Renewal Term for tenants of comparable size and creditworthiness for comparable space in the Building and other Office buildings in the Alameda Area. In no event shall the Base Rent payable during the first (1st) year of the Renewal Term be less than the Base Monthly Rent of January 2025. Base Rent during the Renewal Term shall increase at four percent (4%) per year. To exercise such option by any option, Tenant must deliver a binding written notice to Landlord not sooner than twelve (i12) delivering to Landlord, no months nor later than sixteen six (166) months prior to the expiration of the Original Initial Term or, if applicableof this Lease. Thereafter, the Extension Term, written notice Market Rate for the Renewal Term shall be calculated by Landlord and Landlord shall inform Tenant of Tenant's desire to extend the Original Term or, if applicableMarket Rate. If the parties cannot agree on the Market Rate within thirty (30) days following Landlord’s delivery of a statement of Fair Market Rent, the Extension Termparties shall each, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) business days to resolve following the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration expiration of the Rental Adjustment for a period of such thirty (30) day period, appoint a real estate broker (with at least 10 years experience in office leasing in Alameda) to determine the Market Rate, and each such broker will deliver its determination within ten (10) additional business days. Unless Landlord otherwise agrees in writingIf the lower of the two is within 90% of the higher of the two valuations, Tenant's failure then the Market Rent shall be the average of the two. If a party fails to timely exercise such option shall waive it and any succeeding optiondesignate a broker, the broker designated by the other party will determine the Market Rate. Landlord shall notify Tenant If the lower of the amount two valuations Is less than 90% of the Rent Adjustment no later than sixty higher valuation, then the two brokers/appraisers originally selected by the parties shall, within five (605) days after receipt business days, select a third broker/appraiser and shall present their final determinations of Tenant's exercise Market Rate to the third broker/appraiser, and the third broker/appraiser shall pick one of its optionthose two as being the Market Rate. The determination of the third broker/appraiser shall be binding on the parties. If Tenant properly exercises falls to timely give its notice of exercise, Tenant will be deemed to have waived its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Option to Extend. Provided (i) Tenant (as used in no Event of Default exists under this Section 16.16, the term "Tenant" shall also include Lease after any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premisesapplicable cure period has expired, Tenant shall have the option to extend the Original Lease Term for three two (32) successive periods additional terms of five sixty (560) years months each (the each such term to be referred to herein as an "Extension Term(s)"). The Extension Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent AdjustmentEXTENSION TERM"). Tenant shall exercise such each option by giving Landlord notice (ithe "OPTION EXERCISE NOTICE") delivering to Landlord, of exercise no earlier than three hundred sixty-five (365) days and no later than sixteen one hundred eighty (16180) days prior to the expiration date of the Initial Lease Term or the then-expiring Extension Term, as applicable (the "OPTION EXERCISE DATE"). If Tenant elects to extend the Initial Lease Term or any Extension Term of this Lease, such Extension Term shall be upon and subject to all of the terms, covenants and conditions of this Lease, except: The Base Rent per rentable square foot during each Extension Term shall be the greater of (a) the Base Rent per rentable square foot in effect immediately prior to the expiration of each Extension Term or (b) a rate equal to ninety-five percent (95%) of the average prevailing Base Rent per rentable square foot in the Building (on leases with a five (5) year term) for all new leases executed during the six (6) month period immediately preceding the Option Exercise Notice ("COMPARABLE LEASES"). If there were no leases executed in the Building during such six (6) month period, then Comparable Leases in the twelve (12) months prior to the date of the Option Exercise Notice will be used to determine the average prevailing Base Rent per rentable square foot in the Building. The average prevailing Base Rent shall be reduced by concessions then being offered or granted by Landlord to tenants in the Building, including free or deferred rents and moving allowances, and tenant improvement allowances for renewing Tenants only. Upon request by Tenant, not less than thirty (30) days prior to the Option Exercise Date, prior to the expiration of the Original Term or, if applicable, the Extension Lease Term, written Landlord shall give Tenant notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the average prevailing Base Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its optionper rentable square foot. If Tenant properly exercises fails to exercise its option to extendextend hereunder by the Option Exercise Date, then the option set forth in this Article 1(g) shall automatically terminate and Landlord and Tenant shall execute an amendment be free to market the Lease reflecting Premises to potential tenants. Refurbishment Allowance. Landlord will provide a refurbishment allowance of $3.00 per usable square foot at the terms and conditions beginning of the each Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.[ILLEGIBLE] ----------- INITIALS

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder default of any material terms, covenants or conditions contained in this Lease beyond any and all applicable notice and cure periods at the time it exercises this optionof Tenant's exercise of its option to extend the Original Term, (ii) as hereinafter set forth, and provided further that the creditworthiness of Tenant is no less than on not in default of any material terms, covenants or conditions contained in this Lease beyond any and all applicable notice and cure periods at the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all time of the Leased Premisescommencement of each extended term, Tenant shall have the option right at its election to extend the Original Term of this Lease for three two (32) successive periods of five additional periods, the first option period shall commence September 16, 2011 and terminate September 15, 2016 (5hereinafter referred to as "First Option" or "First Option Period", as case may be) years each and the second option period shall commence September 16, 2016 and terminate September 15, 2021 (hereinafter referred to as "Second Option" or "Section Option Period", as the case may be), said First Option Period and Second Option Period shall be collectively referred to as the "Extension Term(s)extended term"). The Extension Term shall be upon , provided further that Tenant gives to Landlord written notice of the same terms exercise of the election of the First Option and conditions contained in the Lease during the initial Lease Term Second Option, respectively, at least nine (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (169) months prior to the expiration of the Original Term orin the case of the First Option and at least nine (9) months prior to the expiration of the First Option Period in the case of the Second Option. All the same terms, if applicablecovenants and conditions in this Lease contained shall apply to the Extended Term, except that the rent shall be adjusted as provided in Article 6, Section 6.1.2 and that the Tenant shall not have any further option to again extend the term of this Lease beyond the extended term. If the Tenant shall give notice of the exercise of an election in the manner and within the time provided herein, the Extension TermTerm shall be extended upon the giving of notice without the requirements of any action or the execution of further instruments on the part of Landlord and Tenant, written notice except only to the extent to confirm Annual Fixed Rent and percentage of Tenant's desire to extend obligation for real estate taxes and operating expenses and the like. The Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Extended Term shall be an amount equal collectively referred to as the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease"Term".

Option to Extend. Provided Tenant shall have the right and option (ithe "Option"), which said option and right shall not be severed from this Lease or separately assigned, mortgaged or transferred, to extend the Term of this Lease for one (1) additional consecutive period of two (2) years beginning on April 1, 2002 and expiring on March 31, 2004 (hereinafter referred to as the "Extension Period"), provided that (a) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to give Landlord notice of Tenant's interest under Article 11intention to exercise such option ("Notice of Intention") not sooner than February 1, above2001 and not later than March 31, 2001 (b) is not in no Default hereunder of Tenant shall exist at the time it exercises this option, of giving the Notice of Intention or on the Revocation Date (iias hereafter defined) the creditworthiness of Tenant is no less than or on the date hereofof commencement of the Extension Period, (iiic) the Original Tenant named herein is itself occupying the entire Premises at least 30 days prior to the time of commencement of the Extension Period and (d) Tenant originally named herein remains in possession shall fail to give Landlord a Revocation Notice (as hereafter defined) on or before June 30, 2001 (the "Revocation Date"), time being of all or substantially the essence of all of the Leased Premisesforegoing provisions. Except for the amount of Basic Rent (which is to be determined as hereinafter provided), all the terms, covenants, conditions, provisions and agreements in the Lease contained shall be applicable to the additional period through which the term shall be extended as aforesaid, except that there shall be no further options to extend the Term of the Lease nor shall Landlord be obligated to make or pay for any improvements to the Premises nor pay any inducement payments of any kind or nature. If Tenant shall give Landlord a Notice of Intention in the manner and within the time period provided aforesaid and shall thereafter fail to give Landlord a Revocation Notice in the time and manner set forth herein, the Term of the Lease shall be extended to include the Extension Period without the requirement of any further attention on the part of either Landlord or Tenant. Landlord hereby reserves the right, exercisable by Landlord in its sole discretion, to waive (in writing) any condition precedent set forth in clauses (a), (b), (c) or (d) above. If Tenant shall fail to give Landlord a timely Notice of Intention, Tenant shall have the option no right to extend the Original Term for three (3) successive periods of five (5) years each (the "Extension Term(s)"). The Extension Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original Term orLease, if applicable, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt time being of the Rent Adjustment, written notice essence of its rejection thereof (which rejection the foregoing provisions. Any termination of this Lease shall terminate the rights hereby granted Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the right and option (the "Extension Option"), which said option and right shall not be severed from this Lease or separately assigned, mortgaged or transferred, to extend the Original initial Term for three two (32) successive additional consecutive periods of five (5) years each (hereinafter referred to as the "Extension Term(s)Periods"). The Extension Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term , provided that (the "Original Term"a) except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall give Landlord notice of Tenant's exercise of such option by at least six (i6) delivering to Landlord, no later than sixteen (16) full calendar months prior to the expiration of the Original initial Term orfor the first (5) year extension and at least six (6) full calendar months prior to the expiration of the first Extension Period for second five (5) year extension and (b) Tenant shall not be in default (beyond expiration of applicable notice and cure periods, if applicableany) in the performance or observance of any of the terms and provisions of the Lease on the part of Tenant to be performed or observed at the time of giving the applicable notice and the commencement of the applicable Extension Period. Except for the amount of Rent, all the terms, covenants, conditions, provisions and agreements in the Lease contained shall be applicable to the Extension TermPeriod, written notice of Tenant's desire except that (i) there shall be no further option to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering Landlord shall not be obligated to Landlord within fifteen (15) business days of receipt of make or pay for any improvements to the Rent Adjustment, written Premises. If Tenant shall give notice of its rejection thereof (which rejection shall terminate Tenant's exercise of the option to extend)extend in the manner and within the time period provided aforesaid for either Extension Period, or that Tenant disputes Landlord's determination of the Rental Adjustment and Term shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree be extended upon the Rental Adjustment within said periodgiving of such notice without the requirement of any further attention on the part of either Landlord or Tenant. Landlord hereby reserves the right, exercisable by Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty its sole discretion, to waive (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and ) any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty condition precedent set forth in clauses (60a) days after receipt of Tenant's exercise of its optionor (b) above. If Tenant properly exercises its shall fail to give timely notice of the exercise of such option to extendas aforesaid, Landlord and Tenant shall execute an amendment nave xx right to extend the Lease reflecting the terms and conditions Term of this Lease, time being of the essence of the foregoing provisions. Any assignment of this Lease by Tenant, any subletting of all or any part of the Premises and any termination of this Lease shall terminate this Extension TermOption and all rights granted to Tenant under this Section 26, unless such assignment or subletting is permitted under Section 9 of this Lease. The Minimum Annual Rent payable for either Extension Period shall be the Fair Market Rent (as said term is hereinafter defined) for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants Premises as of commencement of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in subject Extension Period. In determining Fair Market Rent, the Buildingfollowing factors, and if noneamong others, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.be

Option to Extend. Provided (i) If the Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not then in Default hereunder default (after notice of default has been provided and time to remedy such default has passed) at the time it exercises this optionnotice date or the commencement of the applicable extension period of any covenants, (ii) the creditworthiness of Tenant is no less than conditions and agreements herein reserved and contained and on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all part of the Leased PremisesTenant to be paid and performed, Tenant shall have the option to extend the Original Term for three (3) successive periods of five (5) years each (the "Extension Term(s)"). The Extension Term shall be Landlord will, upon the same terms Tenant’s request in writing, given at least fifteen (15) months and conditions contained in the Lease during the initial Lease Term not more than twenty (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (1620) months prior to the expiration of the Original Term orthen current Term, if applicablegrant to the Tenant or its permitted assigns or transferees two (2) successive options to extend this Lease (on the same terms and conditions including, without limitation, the Extension Termprovisions of Section 16.25 of this Lease, written notice of Tenant's desire each for a further five (5) years, save and except that there shall be no further rights to extend beyond the Original Term or, if applicable, second of such extensions and save and except that the Extension Basic Rent payable during the applicable extension period shall be mutually agreed upon between the parties at least four (4) months prior to the expiry of the then current Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt shall be based on the then current fair market rent for the Premises, taking into account that the Tenant is receiving no tenant inducements, no Landlord’s Work, and taking into consideration the age of the Rent AdjustmentLeasehold Improvements in the Premises and premises similar to the Premises which are comparable in size, written notice location, type, and condition, for tenants leasing similar premises of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment a similar size and shall include Tenant's good faith determination of what the Rental Adjustment should befor a similar term. In the case of event that a notice disputing new Basic Rent is not agreed upon at least four (4) months prior to the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration expiry of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writingthen current Term, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Basic Rent for the applicable Extension Term extension period shall be an amount settled by a single arbitrator pursuant to the Arbitration Act, S.O. 1991 c.17 as amended or replaced, and shall be equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants current market rent for the Premises, taking into account that the Tenant is receiving no teniht inducements, no Landlord’s Work, and taking into consideration the age of the Building Leasehold Improvements in the Premises and premises similar to the Premises which are comparable in size, location, type, and condition, for space tenants leasing similar premises of comparable a similar size and quality for a similar term. The expense of arbitration shall be borne equally by the Landlord and with similar or equivalent improvements as are found in the BuildingTenant, except that each party shall be responsible for its respective solicitor’s and experts’ fees and witnesses. It is understood and agreed that the arbitrator shall be qualified by education, experience, and if none, then in similar buildings in training to make a decision on the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leasematter being arbitrated.

Option to Extend. Provided (i) Tenant that OXIGENE, Inc. is in occupancy of the Premises as of the Notice Date (as used in this Section 16.16hereinafter defined) and on the first day of the Extension Term, the term "Tenant" shall also include any Permitted Transferee and that succeeds to Tenant's interest under Article 11, above) Tenant is not in Default hereunder at default under the time it exercises this option, (ii) the creditworthiness of Tenant is no less than Lease on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all Notice Date and the first day of the Leased PremisesExtension Term, then Tenant shall have the option (the “Extension Option”) to extend the Original Term term hereof for three one (31) successive periods additional period of five one (51) years each year (the "“Extension Term(s)"). The Extension Term shall be upon Term”) by giving Landlord written notice of such exercise on or before the same terms and conditions contained in the Lease during the initial Lease Term date nine (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (169) months prior to the expiration of Termination Date (“the Original Term Notice Date”). If Tenant fails to timely exercise the Extension Option, or, if applicableat the time of exercise or on the first day of the Extension Term Tenant has failed to satisfy the conditions set forth in this Section 2, then this Extension Option shall immediately and automatically terminate and any rights of Tenant in the Extension Term shall be void and without force and effect. All terms and conditions of this Lease shall remain in effect with respect to the Extension Term, written notice of Tenant's desire except that, a) there shall be no further option to extend the Original Term orof the Lease, if applicableb) Landlord shall have no obligation to perform leasehold improvements or to provide an allowance for leasehold improvements, rent credit or other incentives customarily provided to new tenants, c) the Extension TermOption is not transferable to any third party, except a Permitted Transferee, and d) annual Base Rent shall be as follows: Base Rent shall be increased effective as of the commencement of the Extension Term to reflect the fair market rental value for comparable office space within the Waltham market, but not less than the rate in effect during the last month of the initial lease term, taking into account Tenant’s obligations to pay Additional Rent and all other provisions of this Lease. Said fair market rental value shall be as determined in a notice given by Landlord to Tenant. In the event that Tenant disputes Landlord’s determination of fair market rental value, and if Landlord and Tenant cannot mutually agree upon the same within forty-five (ii45) delivering days following receipt of Tenant’s objection, then in such event said fair market rental value shall be determined by appraisers, one to be chosen by Landlord, one to be chosen by Tenant, and a third to be selected by the two first chosen. The unanimous written decision of the first two chosen, without selection and participation of a third appraiser, or otherwise the written decision of a majority of three appraisers chosen and selected as aforesaid, shall be conclusive and binding xxxx Xxxx Xxxx Xxxxxxxx Xxxx, Xxxxxxx, XX OXIGENE, Inc. April 16, 2009 Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen appraiser within ten (10) days following expiration of the aforesaid forty-five (45) day period and, unless such two appraisers shall have reached a unanimous decision within thirty (30) days after having been chosen, they shall within a further ten (10) days elect a third appraiser and notify Landlord and Tenant thereof. Each party shall bear the expense of the appraiser chosen by such party pursuant to this Section, and the parties shall equally share the expense of the third appraiser (if any). If Base Rent shall not have been determined prior to the commencement thereof, Tenant shall continue to pay Base Rent at the rate most recently in effect, subject to retroactive adjustment by both parties within fifteen (15) business days of receipt of the after Base Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should befor such period has in fact been determined. In no event shall the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days foregoing provisions be construed so as to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall result in good faith participate any reduction in non-binding arbitration of the Rental Adjustment for a period of thirty (30) daysBase Rent. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it All Base Rent and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and recurring monthly charges shall be paid without setoff or deduction in equal monthly installments in advance on or before the first day of each calendar month, and proportionately (on a per diem basis) at the same time and rate then in effect with respect to any calendar month in which the same manner as provided in the Leaseterm of this Lease may begin or end.

Option to Extend. Provided In the event that Sublandlord has no intention or plans to use the Subleased Premises for itself or its affiliated companies, or either of their successors or assigns, Subtenant has one (i1) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option to extend the Original Term of this Sublease for three a period of one (31) successive year (“Extension Term”) commencing on December 1, 2005 provided that (a) no default beyond any applicable grace and cure periods in the obligations of five (5) years each (the "Extension Term(s)"). The Extension Term subtenant to pay Annual Fixed Rent or Additional Rent under this sublease shall be exist at the time such option is exercised and no other payment default or material default beyond applicable notice and grace periods shall exist under this sublease either at the time of notice of exercise of the option or upon the same terms and conditions contained in day of commencement of such Extension Term, (b) subtenant shall give notice to Sublandlord of its exercise of the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extendapplicable option not later than June 30, if any 2005, and (iic) at the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise time such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration is exercised and as of the Original Term or, if applicable, first day of the Extension Term, written the original Subtenant shall be itself be in occupancy of 100% of the Subleased Premises, and (d) Sublandlord has not within thirty (30) days from Subtenant’s notice to exercise this option notified Subtenant that Sublandlord rejects the option because Sublandlord has an intention or plan to use the Subleased Premises for itself or its affiliated companies. All the provisions of Tenant's desire this Sublease shall be applicable during the Extension Term except that (a) Subtenant shall have no additional option to extend the Original Term or, if applicable, of this Sublease beyond the Extension Term, and (iib) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Fixed Rent shall be an amount equal to one-twelfth $180,900, and (1/12c) none of the Minimum Annual Rent for the Extension Term and provisions of Early Entry or any improvements shall be paid at the same time and in the same manner apply nor shall Sublandlord by required to pay any inducement payments nor make any alterations of any kind or nature. Section 19(e)- Add a new Section 19(e), as provided in the Lease.follows:

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the right and option to extend the Original Term for three (3) successive periods of five (5) years each an additional period (the "Extension Term(s)Term"). The Extension ) commencing the day after the expiration of the original Term shall be upon the same terms and conditions contained referred to in the Lease during the initial Lease Term Section 1.2 (the "Original Term") except (i) this provision giving and ending five (5) extension options shall be amended to reflect years thereafter, provided that in the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). case of such option Tenant shall give Landlord notice of Tenant's exercise of such option by at least twelve (i) delivering to Landlord, no later than sixteen (1612) months prior to the expiration of the Original Term orand provided further that in the case of such option no Event of Default shall have occurred and be continuing. Prior to the exercise by Tenant of such option, if applicablethe expression "Term" shall mean the Original Term, and after the exercise by Tenant of such option, the expression "Term" shall mean the Original Term as it has been then extended by the Extension Term. Except as expressly otherwise provided in the following paragraphs, written all the terms, covenants, conditions, provisions and agreements in the Lease contained shall be applicable to the additional period to which the Original Term shall be extended as aforesaid. If Tenant shall give notice of its exercise of said option to extend in the manner and within the time period provided aforesaid, the Term shall be extended upon the giving of such notice without the requirement of any further action on the part of either Landlord or Tenant's desire . If Tenant shall fail to give timely notice of the exercise of any such option as aforesaid, Tenant shall have no right to extend the Term of this Lease, time being of the essence of the foregoing provisions. The Base Rent payable during the Extension Term shall be the greater of (i) the Base Rent in effect for last twelve months of the Original Term or, if applicable, the Extension Term, and or (ii) delivering to Landlord within fifteen (15) business days of receipt the Fair Market Rent for the Premises as of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions commencement of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Fair Market Rent shall be an amount equal to one-twelfth (1/12) determined in accordance with the provisions of Section 11.1 above. EXECUTED as a sealed instrument in two or more counterparts on the Minimum Annual Rent for the Extension Term and shall be paid at the same time and Date of Lease. Landlord: Xxxxxx Xxxxx Associates, LLC By: /s/ Xxxxx X. Xxxxxxxxx ----------------------------------- Name: Xxxxx X. Xxxxxxxxx Title: Manager Tenant: Sycamore Networks, Inc. By: /s/ Xxxxxxx X. Jewels ----------------------------------- Name: Xxxxxxx X. Jewels Title: Vice President By: /s/ Xxxxxxx X. Jewels ----------------------------------- Name: Xxxxxxx X. Jewels Title: Treasurer EXHIBIT A LEGAL DESCRIPTION OF THE LOT A certain parcel of land in the same manner Chelmsford, Middlesex County, Massachusetts as provided shown as Lot B on a subdivision plan entitled "Plan of Land in the Lease.Chelmsford, Massachusetts Assessor's Plat 113, Lot 13" prepared by Xxxxxxx Xxxxxx Brustlin, Inc., dated April 16, 1998 recorded with Middlesex North District Registry of Deeds as Instrument No. 33514 in Plan Book 197, Page 26. Said Lot B contains 191,173 + square feet. EXHIBIT B BASE BUILDING SPECIFICATIONS 000 XXXXXX XXXXX DRAWING LIST ARCHITECTURAL:

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder default under the terms of this Lease after all applicable grace and cure periods, at the time it exercises this optiongives notice of its intent to exercise its option and at the time the new extended Term begins, (ii) the creditworthiness of and provided Tenant is no less not in default beyond the applicable cure period on more than on one occasion between the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of notice and the Leased Premisestime the new extended Term begins, Tenant shall have the option right to extend the Original Initial Term for three (3) successive periods of additional five (5) years each year periods (the "Extension Extended Term(s)"). The Extension "Term", as used herein, shall also include the Initial Term and Extended Term(s), if exercised. Tenant shall provide Landlord not less than ten (10) months written notice prior to the first day of said Extended Term of its intent to exercise each option for an Extended Term. Rent for each Extended Term shall be upon the same terms and conditions contained calculated at ninety-five percent (95%) of fair market rent for comparable space, including applicable tenant improvement allowances, rent escalations, rent concessions or rent abatements, then being offered in similar type buildings in the Lease during Albuquerque market, but such fair market rent for comparable space shall exclude real property taxes as long as the initial Lease Term IRB is in place. In the event Landlord and Tenant cannot agree upon rent for an Extended Term, within three (3) months after Tenant exercises the option therefor, each party shall select one (1) experienced commercial agent/broker familiar with comparable properties in the Albuquerque area ("Commercial Broker"). Each party shall provide written notice to the other party within thirty (30) days after the impasse of said party's designated Commercial Broker and the two (2) Commercial Brokers shall select a third Commercial Broker (the "Original TermThird Commercial Broker") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt after selection of the Rent Adjustment, written notice of its rejection thereof other two (which rejection shall terminate Tenant's option to extend2), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant Lessee shall have the option to extend the Original Term term of this Lease ("Option") on all of the terms, conditions, covenants and provisions, contained in this Lease, except for three the Monthly Rent, for two (32) successive periods additional terms of five (5) years each (following the "Extension Term(s)")Termination Date. The Extension Option Term shall be upon commence on the same terms and conditions contained in day immediately following the Lease during Termination Date. Lessee may exercise the initial Lease Term (the "Original Term") except (i) this provision Option by giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire exercise of the Option to extend Lessor at least one hundred twenty (120) days before the Original Term or, if applicableTermination Date. If Lessee is in default on the date of giving the Option Notice, the Extension TermOption Notice shall be totally ineffective. If the Option Notice is not given, the Option shall automatically expire and be of no further force or effect. The Option granted to Lessee in this Lease is personal to the original Lessee and may be exercised only by the original Lessee while physically occupying the Premises. The Option may not be exercised or assigned, voluntarily or involuntarily, by or to any person or entity other than Lessee. Any consent by Lessor to an assignment of the Lease or a sublet of the Premises, or any portion thereof, shall not be construed as a waiver of this prohibition. Monthly Rent during each Option period shall be at Fair Market Value, as determined by Lessor, at the time Lessor receives the Option Notice. In the event the Lessor and Lessee cannot agree on the new base rent, the matter shall be submitted for decision to a panel of three arbitrators. Lessor and Lessee shall each appoint one arbitrator who shall by profession be a licensed commercial real estate broker or an MAI real estate appraiser, and who shall be familiar with the premises Building and have been active in the brokering or appraisal of properties in an area within a three (ii3) delivering to Landlord mile radius of the Premises. Each such arbitrator shall be appointed within fifteen (15) business days after Lessee's notice to Lessor of its election to have New Base Rent determined by this arbitration procedure. The two arbitrators so appointed shall within fifteen (15) days of receipt the date of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination appointment of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration same criteria set forth hereinabove for qualification of the Rental Adjustment initial two arbitrators. Failing such agreement, either Lessor or Lessee shall have the right to petition for a period the appointment of the third arbitrator by the Presiding Judge of the Superior Court of the County of San Diego. The three arbitrators shall within thirty (30) days. Unless Landlord otherwise agrees in writingdays of the appointment of the third arbitrator reach a decision as to whether the parties shall use Lessor's or Lessee's proposed New Base Rent, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant Lessor and Lessee therefore. The decision of the amount majority of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its optionthree arbitrators shall be binding upon Lessor and Lessee. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions The cost of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and arbitration shall be paid at by Lessor and Lessee equally. In no event, shall the same time monthly rent for the Option term be less than a four percent (4%) increase over the previous year's monthly rent. Upon agreement to the terms of the Option, Lessor shall immediately execute an Extension of Lease Agreement. All rights of Lessee with respect to the Option shall terminate and in be of no further force or effect if Lessor and Lessee do not come to agreement on the same manner as provided in Option. Neither Lessor nor Lessee shall have the Leaseright to have a court or third party set the Monthly Rent. ALL OTHER TERMS AND CONDITIONS OF THE ABOVE REFERENCED LEASE SHALL REMAIN IN FULL FORCE AND EFFECT.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder default under this Lease (beyond applicable notice and cure periods) and has not been in default in the payment of recurring monthly payments of Base Rent, AP Rent, Tenant's Electricity Cost and/or Tenant's Share of the Estimated Excess (beyond applicable notice and cure periods, as set forth in SECTION 19.1.1, below) under this Lease more than three (3) times in the prior twelve month period, at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all option or substantially all at commencement of the Leased Premisesapplicable Option Term, Tenant shall have the right and option to extend the Original Term this lease ("Option to Extend") for three (3) successive two additional option periods of five (5) three years each (the each, an "Extension Term(s)Option Term"). The Extension Term shall be ) upon the same terms and conditions contained in herein set forth except that the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Base Rent shall be adjusted in accordance with SECTION 4 of the Summary. To exercise its Option to Extend, Tenant must give Landlord notice in writing sent so as set forth below to be received at least twelve (the "Rent Adjustment"). Tenant shall exercise such option by 12) months but not more than eighteen (i) delivering to Landlord, no later than sixteen (1618) months prior to the expiration of the Original initial Lease Term or, if applicable, or the Extension then current Option Term, written notice of Tenant's desire to extend the Original Term or, if as applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes . At Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustmentelection, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Option(s) shall be void and of no effect if Tenant properly is in default under this Lease (beyond applicable notice and cure periods) or has been in default of any monetary obligation (beyond applicable notice and cure periods) under this Lease more than three times in the prior twelve month period on the date it exercises its option Option(s) to extendExtend or on the expiration of the Lease Term or Option Term immediately preceding such Option Term, Landlord and Tenant shall execute an amendment as applicable. Notwithstanding anything to the contrary, in no event shall Tenant be allowed to exercise an Option to Extend if Tenant has assigned the Lease reflecting to a Transferee other than pursuant to SECTION 14.7, below, or if the terms and conditions Tenant and/or its Affiliates are not in possession of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to oneat least forty-twelfth five percent (1/1245%) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the LeasePremises (free of any subleases, other than subleases pursuant to SECTION 14.7, below).

Option to Extend. Provided that at the time of exercise of the ---------------- herein described option to extend (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this optiondefault after applicable notice and grace period of any of its obligations hereunder, and (ii) the creditworthiness of Tenant this Lease is no less than on the date hereof, (iii) Tenant originally named herein remains still in possession of all or substantially all of the Leased Premisesforce and effect, Tenant shall have the option right (the "Extension Option") to extend the Original Initial Term for three one (31) successive periods additional period of five (5) years each (the "Extension Term(s)Extended Term"), upon the same terms, conditions covenants and agreements of this Lease other than Annual Base Rent and this Section 2.2.1. The Extension Annual Base Rent during the Extended Term shall be upon equal to the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except greater of: (i) this provision giving ninety-five (5) extension options shall be amended percent of the Prevailing Market Rent, as defined in and determined pursuant to reflect the remaining options to extend, if any and Exhibit F; or (ii) $1,200,000.00. --------- If Tenant desires to exercise the Minimum Annual Rent shall be adjusted as set forth below Extension Option, then Tenant must give written notice to Landlord of such election at least twelve (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (1612) months prior to the expiration of the Original Term or, if applicable, Initial Lease Term. If at the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period expiration of thirty (30) days. Unless days following the date when Landlord otherwise agrees in writing, receives Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of written election (the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend"Negotiation Period"), Landlord and Tenant shall execute have not reached agreement on a determination of an amendment to annual rental for the Lease reflecting Extended Term and executed a written instrument setting forth the terms and conditions of the Extension Term. The Minimum Annual Base Rent for the applicable Extension Extended Term shall be an amount equal pursuant to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if nonesuch agreement, then in similar buildings in either Landlord or Tenant shall have the vicinityright, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth make a request for a determination (1/12the "Brokers' Determination") of the Minimum Annual Prevailing Market Rent (as defined in Exhibit F) for the Extension Term and Extended Term, which Brokers' --------- Determination shall be paid at the same time and made in the same manner as provided set forth in the Lease.Exhibit F. ---------

Option to Extend. Provided (i) Tenant (as used Subsection G of Lease Exhibit E to the original Lease is deleted in this Section 16.16, its entirety and replaced with the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, following. Tenant shall have the option right, to be exercised as hereinafter provided, to extend the Original Term term of this Lease for three two (32) successive periods of five (5) years each (each such period, a “Next Extension Term”), on the "Extension Term(s)")following terms and conditions and subject to the limitations hereinafter set forth. The Each Next Extension Term shall be upon the same terms terms, covenants and conditions contained as in the Lease during the initial Lease Term (the "Original Term") this Lease, except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual that Base Rent shall be adjusted the greater of (A) the annual Base Rent in effect immediately prior to the Next Extension Term; and (B) the Fair Market Base Rent for such space on the date such Next Extension Term shall commence. “Fair Market Base Rent” shall mean that net annual base rent per rentable square foot of the Premises as set forth below (of the "Rent Adjustment")commencement of the Next Extension Term that a willing credit-worthy tenant would pay and a willing landlord would accept in an arms length bona fide negotiation for space comparable to the Premises in condition, quality, size and location in the Maple Grove, Minnesota area, with neither party under a compulsion for the appropriate term. Tenant shall exercise such option notify Landlord of its desire to extend the term for the Next Extension Term by notifying Landlord in writing (i“Extension Notification”) delivering to Landlord, no later than sixteen at least nine (169) months prior to the expiration commencement of the Original Term or, if applicable, the Next Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of . Upon Landlord’s receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental AdjustmentExtension Notification, Landlord and Tenant shall mutually work together for make a period of ten (10) days to resolve the dispute and, if unable good faith effort to agree upon the Rental Adjustment within said period, Fair Market Base Rent of the Premises for the Next Extension Term. In the event that Landlord and Tenant shall in good faith participate in nonfail to agree upon the Fair Market Base Rent within forty-binding arbitration of the Rental Adjustment for a period of thirty five (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (6045) days after of Landlord’s receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension TermNotification, then Tenant’s extension right shall automatically terminate. The Minimum Annual Rent for the applicable Extension Term Tenant’s option to extend as set forth in this Section shall be an amount equal to contingent upon this Lease being in full force and effect and Tenant not being in default in the Minimum Annual Rent then being quoted by Landlord to prospective tenants performance of any of the Building for space terms, covenants and conditions herein contained in respect to a matter as to which notice of comparable size and quality and with similar or equivalent improvements as are found default has been given hereunder which has not been remedied within the time limited in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the this Lease.

Option to Extend. X. Xxxxx and Exercise of Option. Provided that (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option---------------------------- default hereunder, and (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of and has been continuously operating in the entire Leased PremisesPremises for the term immediately preceding the Extension Term (as defined below), Tenant shall have the option to extend the Lease Term ("Original Term Term") for three two (32) successive additional periods of five (5) years each (the "Extension Term(s)"). The Each Extension Term shall be upon the same terms and conditions contained in the Lease during for the initial Lease Original Term (the "Original Term") except (i) this provision giving five two (52) extension options shall be amended to reflect the remaining options to extend, if any any, and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such each option by (i) delivering to Landlord, no later than sixteen nine (169) months prior to the expiration of the Original Term or, if applicable, the Extension Term, preceding term written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt term of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should beLease. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely properly exercise such option shall waive it and any succeeding option. If Tenant properly exercises its option to extend, Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty within ten (6010) days after receipt of Tenant's notice to exercise of its such option, Tenant shall be deemed to have accepted the Rent Adjustment if it fails to deliver to Landlord a written objection thereto within ten (10) days after receipt thereof. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease (or, at Landlord's option, a new lease on the form then in use for the Building) reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Option to Extend. Provided (ia) Landlord hereby grants Tenant one (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above1) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option to extend the Original Term for three (3) successive periods a period of five (5) years each (the "Extension Term(s)"“Option Term”, and such option, the “Option to Extend”). The Extension Term shall Tenant’s notice of its election to exercise the Option to Extend (an “Option Exercise Notice”) must be upon the same terms given to Landlord in writing no sooner than fifteen (15) months and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen twelve (1612) months prior to the expiration date of the Original Term or, if applicable, the Extension Initial Term, . If any such written notice is not delivered to Landlord within the required period, Tenant shall be deemed to have waived the Option to Extend. Anything herein contained to the contrary, (i) Tenant shall have no right to exercise the Option to Extend if any person or entity other than Tenant or its Permitted Transferees (as defined in Section 16.9 below) is then physically or legally occupying any portion of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and Premises; (ii) delivering Tenant shall have no right to exercise the Option to Extend if (A) Tenant is in default on the date of giving the Option Exercise Notice (“Notice Date”) or (B) Landlord has delivered to Tenant two (2) or more notices of default at any time prior to the Notice Date (regardless of whether such defaults were cured within fifteen any applicable cure period provided herein); and (15iii) business days of receipt if Tenant is in default on the date the Option Term is to commence, then, at Landlord’s election, the Option Term shall not commence and this Lease shall expire at the end of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Initial Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Option to Extend. Provided (i) Landlord hereby grants Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option right to extend the Original Term of the Lease for three one (31) successive periods additional period of five (5) years each (such extended period is hereinafter referred to as the "Extension Term(s)"). The Extension Term shall be upon “Option Term”) on the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") Lease, except that (i) this provision giving five (5) extension options Base Rent for the first year of the Option Term shall be amended to reflect as set forth hereinbelow with annual 3% increases in Base Rent on each anniversary of the remaining options to extendcommencement of the Option Term, if any and (ii) no additional options to extend shall apply following the Minimum Annual expiration of the Option Term, and (iii) Landlord shall have no obligation to make any improvements to the Premises or contribute any amounts therefor. Written notice of Tenant’s exercise of its option to extend (“Option to Extend”) the Term of this Lease for the Option Term must be given to Landlord no more than twelve (12) months and no less than nine (9) months prior to the date the Term of the Lease would otherwise expire. If Tenant is in default under this Lease, Tenant shall have no Option to Extend the Term of this Lease until such default is cured within the cure period set forth in this Lease for such default, if any; provided, that the period of time within which said Option to Extend may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise said Option to Extend because of a default. In the event Tenant validly exercises its Option to Extend the Term of this Lease as herein provided, Base Rent shall be adjusted as set forth below of the commencement date of the Option Term as follows (but in no event shall it be less than the "Base Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months for the month immediately prior to the expiration commencement of the Original Term or, if applicable, the Extension Option Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.):

Option to Extend. Provided (i) So long as the Tenant (as used is Alliance Data L.P.. or a Permitted Transferee, and the Tenant is not then in this Section 16.16default, after notice of default has been provided and time to remedy such default has passed, at the notice date or commencement date of the extension of any covenants, conditions and agreements herein reserved and contained and on the part of the Tenant to be paid and performed, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11Landlord will, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option to extend the Original Term for three (3) successive periods of five (5) years each (the "Extension Term(s)"). The Extension Term shall be upon the same terms Tenant’s request in writing, given at least 6 months and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later not more than sixteen (16) 12 months prior to the expiration of the Original Term or, if applicable, the Extension original Term, written notice of Tenant's desire grant to the Tenant an option to extend this Lease, on the Original same terms and conditions, for a further 5 years save and except that there shall be no further rights to extend and save and except that Basic Rent during such extension period shall be mutually agree upon between the parties at least 4 months prior to the expiry of the original Term. Initials Landlord Tenant MORGUARD February 2005 — Net Office, Multi-Tenant (General Application) Page E - 3 In the event that the parties are unable to agree on the Basic Rent payable by the Tenant during such extension at least 4 months prior to the expiration of the original Term orof this Lease, if applicablethen it shall be determined at least 30 days prior to the expiration of the original Term by 3 accredited real estate brokers (the “Three Experts”), which experts shall be familiar with rental rates for premises of similar use in the Extension Termarea of the Leased Premises, one of whom shall be appointed by the Landlord (the “Landlord’s Expert”) and all costs associated with the Landlord’s Expert shall be the sole responsibility of the Landlord, and one expert shall be appointed by the Tenant (iithe “Tenant’s Expert”) delivering to Landlord within fifteen (15) business days of receipt and all costs associated with the Tenant’s Expert shall be the sole responsibility of the Rent AdjustmentTenant. The appointment of the third expert (the “Third Expert”) shall be agreed upon by the Landlord’s Expert and the Tenant’s Expert, written notice both acting reasonably, and 50% of its rejection thereof (which rejection costs attributable to the Third Expert shall terminate be borne by the Landlord and the remaining 50% of costs attributable to the Third Expert shall be borne by the Tenant's option to extend). Together the Three Experts, or that Tenant disputes Landlord's acting reasonably, shall make the final determination of the Rental Adjustment and shall include Tenant's good faith determination of what Basic Rent payable by the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute during such extension and, if should the Three Experts be unable to agree upon among themselves on the Rental Adjustment within said perioddetermination, the opinion of the majority, being 2 of the Three Experts, shall be final and binding on the Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all 2.5 of the Leased Premises, Lease shall be deleted in its entirety and replaced with the following: “Tenant shall have the option to extend the Original Term for three two (32) successive periods of five (5) years each year options (each, an “Option”, and collectively, the "Extension Term(s)"). The Extension “Options”) to extend the Term shall be upon of this Lease (each, an “Extension”) on the same terms and conditions contained as set forth in this Lease, except the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Base Rent shall be adjusted on the first day of each Extension to the “Fair Market Rent” as set forth below reasonably determined by Landlord. In determining the Fair Market Rent Landlord shall consider all relevant factors including without limitation the then fair market rental, together with tenant improvement allowances, free rent and other tenant inducements then being offered to tenants for space of comparable size, quality, condition, and location in comparable Class A office buildings in downtown San Diego. Each Option shall be exercised only by written unconditional notice (the "Rent Adjustment"). Tenant shall exercise such option each, an “Option Notice”) received by Lessor no sooner than twelve (i12) delivering to Landlord, no months nor later than sixteen nine (169) months prior to the before expiration of the Original Term orthen applicable Term. If Landlord does not timely receive Tenant's Option Notice of the exercise of an Option in accordance with the preceding sentence, if the Option, and, as applicable, the Extension remaining Option, shall immediately lapse, and there shall be no further right to extend the then applicable Term. The Options shall be exercisable by Tenant on the express condition for Landlord's benefit that Tenant shall not be in breach of default beyond applicable notice and grace periods at the time of the exercise of the Option or at the commencement of the applicable Extension. The Options are personal to Tenant, written notice and, in the event of any transfer of Tenant's desire to extend interest in this lease or the Original Term or, if applicablePremises (other than subleases for less than one half of the Premises in accordance with the terms of the Lease) before the permitted exercise of an Option, the Extension TermOption shall not be transferred to the transferee but shall instead automatically lapse. Additionally, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of Options may only be exercised for the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should beentire Premises. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than Within sixty (60) days after receipt of Tenant’s Option Notice, Landlord shall advise Tenant of the Fair Market Rent for the Premises for the Extension term (“Fair Rental Notice”). Tenant, within thirty (30) days after receipt of the Fair Rental Notice, shall either (i) give Landlord final binding written notice (“Binding Notice”) of Tenant's exercise of its optionOption based on the Fair Market Rent for the Premises set forth in the Fair Rental Notice, or (ii) if Tenant disagrees with Landlord's determination, provide Landlord with written notice of rejection (the “Rejection Notice”). If Tenant properly exercises its option to extendtimely provides landlord with a Binding Notice, Landlord and Tenant shall execute enter into an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Fair Market Rent for the applicable Extension Term Premises as set forth in the Fair Rental Notice. If Tenant fails to provide Landlord with either a Binding Notice or Rejection Notice within such 30-day period, or if Tenant timely provides Landlord with a Rejection Notice, Landlord and Tenant shall work together reasonably to agree upon the Fair Market Rent for the Premises that shall be paid during the Extension term. When Landlord and Tenant have agreed upon the Fair Market Rent for the Premises, such agreement shall be reflected in a written agreement between Landlord and Tenant and Landlord and Tenant shall enter into an amendment reflecting the agreed Fair Market Rent for the Premises. If Landlord and Tenant are unable to agree upon the Fair Market Rent for the Premises within thirty (30) days after the date Landlord receives the Rejection Notice, Landlord and Tenant shall attempt to agree in good faith upon a single appraiser to determine the Fair Market Rent for the Premises for a time period not to exceed five (5) days from expiration of such 30-day period. If Landlord and Tenant are unable to agree upon a single appraiser within this five (5) day time period, then Landlord and Tenant shall each appoint one (1) appraiser not later than fifteen (15) days after such 5-day timed period. Within ten (10) days thereafter, the two appointed 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 Rent of the Premises. If both parties fail to appoint appraisers within the prescribed time periods, the first appraiser thereafter selected by a party shall determine the Fair Market Rent of the Premises. Each party shall bear the cost of its own appraiser, and the parties shall share equally the cost of a single or a third appraiser, if applicable. Each appraiser shall have at least five (5) years experience in the appraisal of Class A office buildings in downtown San Diego, California and shall be a member of one or more professional organizations such as MAI or an equivalent. If a single appraiser is chosen, then such appraisal shall determine the Fair Market Rent of the Premises. Otherwise, the Fair Market Rent of the Premises shall be the arithmetic average of the two of the three appraisals which are closest in amount, and the third appraisal shall be disregarded. Landlord and Tenant shall instruct the appraiser(s) to complete their determination of the Fair Market Rent of the Premises not later than thirty (60) days before the commencement date for the Extension term; provided, however, if the Fair Market Rent of the Premises is not determined before the commencement date for the Extension term, then Tenant shall continue to pay to Landlord the monthly rent in effect immediately prior to such Extension (the “Temporary Rent”), until the Fair Market Rent of the Premises is determined. When the Fair Market Rent of the Premises is determined, Landlord shall deliver notice of that amount equal to Tenant, and, if the Minimum Annual Fair Market Rent is higher than the Temporary Rent, Tenant shall pay to Landlord, within ten (10) days after receipt of such notice, the difference between the Temporary Rent actually paid by Tenant to Landlord and the new monthly rent determined under this Section 2.5. Conversely, if the Fair Market Rent is lower than the Temporary Rent, Landlord shall apply the difference between the Temporary Rent actually paid by Tenant and the new monthly rent determined under this Section 2.5 as a rental credit toward Tenant’s next Base Rent due. Notwithstanding the above, Fair Market Rent, as determined by the single appraiser or the appraisers, shall consider all relevant factors including, without limitation, the then fair market rental, together with tenant improvement allowances, free rent and other tenant inducements then being quoted by Landlord offered to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Buildingsize, quality, condition, and if none, then location in similar comparable Class A office buildings in the vicinitydowntown San Diego, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the LeaseCalifornia.”

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have and is hereby given the option to extend the Original Term term of this Lease for three (3) successive periods of an additional five (5) years each (the "Extension Term(s)"). The Extension Term shall be year period upon all the same terms and conditions as herein contained in by serving notice thereof upon Landlord at least six (6) months before the expiration of the original Term. Upon the service of said notice, this Lease during the initial Lease Term (the "Original Term") except (i) this provision giving shall be extended upon all its terms and conditions for such additional five (5) extension options year period (other than Monthly Base Rent, which will be established in the manner provided below) without the necessity of the execution of any further instrument or documents; provided, however, that if at either the date of expiration of the original Term of this Lease or the date upon which Tenant exercises such option, Tenant is in default beyond any grace period herein provided in the performance of any of the terms or provisions of this Lease, any such exercise of Tenant's option to so extend the term of this Lease shall be amended and become null and void. If Tenant exercises the option to reflect extend the remaining options term of this Lease as hereinabove provided, the Monthly Base Rent for the five (5) year extension period shall not exceed ninety-five (95%) percent of the rental charged for premises similar to extendthe Premises in the Kapiolani Business District; provided, if any and (ii) however, that the Minimum Annual Monthly Base Rent shall in no event be adjusted as set forth below lower than the Monthly Base Rent established for the last month of the period immediately preceding the extended term. Landlord shall provide Tenant with Landlord's estimate of the Monthly Base Rent for the Premises at least seven (7) months before the "Rent Adjustment")expiration of the original Term. If Landlord and Tenant shall exercise are unable to agree on such option by rental charged for similar premises at least three (i) delivering to Landlord, no later than sixteen (163) months prior to the expiration date of commencement of such period, such Monthly Base Rent shall be determined by a single appraiser in the event that the parties agree upon the appointment of such an appraiser, otherwise by three (3) impartial appraisers selected as follows: Landlord and Tenant shall each select an appraiser and give written notice promptly thereof to the other party, and if either party shall fail to do so within twenty (20) days after written notice has been given to such party by the other of such selection, the party who has named an appraiser shall have the right to apply to any judge of the Original Term or, if applicable, Circuit Court of the Extension Term, written notice First Judicial Circuit of Tenant's desire the State of Hawaii for the selection and appointment of an appraiser for the party so failing to extend the Original Term or, if applicable, the Extension Term, appoint an appraiser. The two (2) appraisers thus appointed (in either manner) shall select and (ii) delivering to Landlord appoint a third appraiser within fifteen (15) business days of receipt of after the Rent Adjustment, written notice of its rejection thereof (which rejection second appraiser shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should behave been appointed. In the case event that said two (2) appraisers fail or neglect to appoint the third of a notice disputing them, either party may, upon the Rental Adjustment, Landlord and Tenant shall mutually work together for a period expiration of ten (10) days after the mailing of written notice to resolve the dispute andother party, have the third appraiser appointed by any judge of said court. All of said appraisers shall be neutral and recognized real estate appraisers and shall also be members of the Appraisal Institute or any successor organization. The single appraiser or three (3) appraisers so appointed shall thereupon proceed to determine said rental, based on the then fair monthly rental value for the Premises, exclusive of any fixtures, alterations, additions or improvements installed or made by Tenant. The decision of said single appraiser or, if there shall be three (3) appraisers the decision of the majority of them, shall be final, conclusive and binding upon the parties. In the event the appraiser or appraisers shall render their decision after the commencement of the year for which rent is being determined, rent shall be payable at the rate in effect for the previous year until their decision is rendered, but the new rent established by such appraisal shall become effective retroactively to the commencement of said year for which rent is being determined and shall be payable immediately on the determination of such rent, together with interest thereon at the rate of twelve percent (12%) per annum from the date such payments would have been due until actually paid in full. If Landlord and Tenant are unable to agree upon on rent and if such rent shall be fixed by appraisal, Tenant and Landlord shall each pay one-half (1/2) of all costs of such appraisal, including, without limitation, the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) daysappraisers' fees. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such The foregoing option shall waive it run only in favor of Levi Xxxxxxx & Co. and any succeeding option. Landlord shall notify assignee which is a wholly-owned subsidiary, parent corporation, or corporation the shares of which are owned by a parent company of Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building"Affiliate"), and if noneis not otherwise assignable in whole or in part. Said option shall terminate on any assignment of this Lease by Tenant to a party other than an Affiliate, then whether in similar buildings whole or in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leasepart.

Option to Extend. Provided Landlord hereby grants to Tenant one option (the "Option") to extend the term of the Lease, for an additional period of three (3) years (the "Option Term"). The Option must be exercised, if at all, by written notice (the "Option Notice") delivered by Tenant to Landlord not later than six (6) months prior to the end of the Term. Further, the Option shall not be deemed to be properly exercised if, as of the date of the Option Notice or at the end of the Term, Tenant (i) Tenant (has received a notice of default under this Lease, which default has not been cured within any applicable cure period as used of the date in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this optionquestion, (ii) the creditworthiness has assigned all or any portion of Tenant is no less than on the date hereofthis Lease or its interest herein except in a Permitted Transfer, or (iii) Tenant originally named herein remains in possession of all has sublet fifty percent (50%) or substantially all more of the Leased Premises. Provided Tenant has properly and timely exercised the Option, the term of the Lease shall be extended by the Option Term, and all terms, covenants and conditions of the Lease shall remain unmodified and in full force and effect, except that (y) Tenant shall pay initial base rent determined as set forth below in this paragraph, and (z) after the exercise of the Option, Tenant shall have no options remaining. Landlord shall have no obligation whatsoever in connection with any extension of the option term of this Lease to extend remodel, alter or improve the Original Premises for use by Tenant, to provide any improvement or construction allowance to Tenant, or to pay or reimburse Tenant for any remodeling, alterations or improvements to the Premises. The initial base rent during the Option Term shall be ninety-five percent (95%) of the fair market rental value of the Premises as of the commencement of the Option Term, determined as provided below. As used herein, "fair market rental value" shall mean the projected prevailing rental rate as of the first day of the Option Term for three similar commercial space improved or presumed to be improved with tenant improvements of substantially similar age, quality and layout as then existing in the Premises (3but not including the value of any Alterations installed by Tenant) successive periods and situated in similar office buildings in the Cupertino market, including without limitation annual increases in the base rent. -26- Promptly after delivery of the Option Notice, Landlord and Tenant shall meet and confer and attempt to agree upon the fair market rental value of the Premises. If they are not able to agree, either party may give written notice to the other that the fair market rental value is to be determined by appraisal as provided herein. Within twenty (20) days following such notice, each party shall by written notice to the other appoint an independent and qualified appraiser. Each of such appraisers shall, within thirty (30) days following appointment, give written notice to both parties of the appraiser's determination of fair market rental value. If the determinations of such appraisers are in agreement, the initial base rent for the Option Term shall be ninety-five percent (95%) of the fair market rental value so determined. If the difference between such determinations is ten percent (10%) of the higher appraisal or less, the average of the two determinations shall be the fair market rental value. If the difference is more than such percentage, then during the ten-day period following the appraisers' determinations, Landlord and Tenant shall again meet and confer and attempt to agree upon the fair market rental value of the Premises. If they are unable to agree, the two appraisers shall appoint an independent M.A.I. appraiser with not less than five (5) years each (the "Extension Term(s)"). The Extension Term shall be upon the same terms and conditions contained experience with office leases in the Lease during area in which the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment")building is located. Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of Within thirty (30) daysdays following appointment, the third appraiser shall on written notice to the parties determine the fair market rental value which is no less and no more than the values determined by the other two appraisers, which determination shall be binding upon the parties. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option Each party shall waive pay the fees and expenses of the appraiser appointed by it and any succeeding option. Landlord shall notify Tenant one-half of the amount fees and expenses of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its optionthird appraiser. If Tenant properly exercises its option to extendbase rent has not been determined as of the commencement of the Option Term, Landlord and Tenant shall execute an amendment to pay the Lease reflecting Base Rent in the terms and conditions amount specified by Landlord until base rent is finally determined. Upon such determination any overpayment or underpayment of the Extension Term. The Minimum Annual Rent for the applicable Extension Term base rent shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leasereconciled.

Option to Extend. Provided In the event that Sublandlord has no intention or plans to use the Subleased Premises for itself or its affiliated companies, or either of their successors or assigns, Subtenant has one (i1) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option to extend the Original Term of this Sublease for three a period of one (31) successive year (“Extension Term”) commencing upon December 1, 2007 provided that (a) no default beyond any applicable grace and cure periods in the obligations of five (5) years each (the "Extension Term(s)"). The Extension Term Subtenant to pay Annual Fixed Rent or Additional Rent under this Sublease shall be exist at the time such option is exercised and no other payment default or material default beyond applicable notice and grace periods shall exist under this Sublease either at the time of notice of exercise of the option or upon the same terms and conditions contained in day of commencement of such Extension Term, (b) Subtenant shall give notice to Sublandlord of its exercise of the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extendapplicable option not later than June 30, if any 2007, and (iic) at the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise time such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration is exercised and as of the Original Term or, if applicable, first day of the Extension Term, written the original Subtenant shall be itself be in occupancy of 100% of the Subleased Premises, and (d) Sublandlord has not within thirty (30) days from Subtenant’s notice to exercise this option notified Subtenant that Sublandlord rejects the option because Sublandlord has an intention or plan to use the Subleased Premises for itself or its affiliated companies. All the provisions of Tenant's desire this Sublease shall be applicable during the Extension Term except that (a) Subtenant shall have no additional option to extend the Original Term or, if applicable, of this Sublease beyond the Extension Term, and (iib) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Fixed Rent shall be an amount equal to one-twelfth $252,126, and (1/12c) none of the Minimum Annual Rent for provisions of Early Entry or any improvements shall apply nor shall Sublandlord be required to pay any inducement payments nor make any alterations of any kind or nature. Section 19(e)- Add a new Section 19(e) in its entirety with the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.following:

Option to Extend. Provided (i) Landlord hereby grants to Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the one option to extend the Original Term for three (3) successive periods of five (5) years each (the "Seventh Amendment Extension Term(s)Option"). The Extension Term shall be upon ) to extend either or both the same terms and conditions contained in the Lease during the initial 34th Floor Lease Term for the 34th Floor Expansion Space and/or the 35th Floor Lease Term for the 35th Floor Expansion Space for one (1) additional period of one (1) year (the "Original Seventh Amendment Option Term") ), on the same terms, covenants and conditions as provided for in the Amended Lease, except (i) this provision giving five (5) extension options for monthly installments of Base Rent, which shall be amended to reflect $56,729.02 per month for the remaining options to extend34th Floor Expansion Space, $56,729.02 per month for the 35th Floor Expansion Space, or $113,458.04 per month in the aggregate for both the 34th Floor Expansion Space and the 35th Floor Expansion Space, as applicable. The Seventh Amendment Extension Option must be exercised, if any and at all, by written notice (ii"Extension Notice") the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). delivered by Tenant shall exercise such option by (i) delivering to Landlord, specifying that Tenant is exercising the Seventh Amendment as to just the 34th Floor Expansion Space, just the 35th Floor Expansion Space, or both the 34th Floor Expansion Space and the 35th Floor Expansion Space, no later than sixteen December 31, 2015. The Extension Option shall, at Landlord's sole option, not be deemed to be properly exercised if, at the time the Extension Option is exercised or on the scheduled commencement date for the Seventh Amendment Option Term, Tenant has (16a) months prior committed an uncured event of default whose cure period has expired (or if Tenant would be in default but for the passage of time, the giving of notice or both), (b) assigned all or any portion of the Amended Lease as to the expiration 34th Floor Expansion Space or the 35th Floor Expansion Space, as applicable, or its interest therein, or (c) sublet all or any portion of the 34th Floor Expansion Space or the 35th Floor Expansion Space, as applicable; provided, however, that (b) and (c) in preceding sentence shall not be applicable to any assignment or subletting of all or a portion of the 34th Floor Expansion Space or the 35th Floor Expansion Space, as applicable, to an Affiliate as set forth in Section 14.5 of the Original Lease. Provided Tenant has properly and timely exercised the Seventh Amendment Extension Option, the 34th Floor Lease Term orand/or the 35th Floor Lease Term, if as applicable, shall be extended by the Extension Term, written notice of Tenant's desire to extend the Original Seventh Amendment Option Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustmentall terms, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms covenants and conditions of the Extension Term. The Minimum Annual Rent for Amended Lease shall remain unmodified and in full force and effect, except that the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants monthly installments of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Base Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leaseset forth above.

Option to Extend. Provided (i) Landlord does hereby grant to Tenant (as used in this Section 16.16the right, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11privilege, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the and option to extend the Original Term this Lease for three (3) successive periods one period of five (5) years each ("Extended Term") from the "Extension Term(s)"). The Extension Term shall be date of expiration hereof, upon the same terms and conditions contained in the Lease during the initial Lease Term (the as herein contained, except as to "Original Term") except (i) this provision giving five (5) extension options Basic Rent" which shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below in the paragraphs below, and with no tenant improvement allowance available to Tenant. In the event Tenant desires to exercise its option to extend this Lease, then at least one hundred eighty (the "Rent Adjustment"). Tenant shall exercise such option by (i180) delivering to Landlord, no later than sixteen (16) months days prior to the expiration of the Original Term orterm hereof, if applicableTenant shall give Landlord a written notice (the "Extension Notice"), which shall set forth the name of the parties, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension TermLease date, and the option period and dates of which Tenant is exercising. There shall be only one extension option period of five (ii5) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should beyears under this Lease. In the case event that Tenant fails to give the Extension Notice as set forth herein, then Tenant's right to extend this Lease shall terminate and be of no further force and effect. The rent reserved herein, i.e., the "Basic Rent", during the Extended Term shall be set at a notice disputing figure which is equal to the Rental Adjustmentthen prevailing fair market rental value for the Premises at the time of commencement of said renewal period, as determined by mutual agreement between Landlord and Tenant shall mutually work together for a period or by arbitration in accordance with the provisions of ten (10) days to resolve the dispute and, if this Lease. If Landlord and Tenant are unable to agree upon the Rental Adjustment said fair market rental value within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt from the date of Tenant's exercise of its option. If Tenant properly exercises its option to extendsending the Extension Notice, Landlord and Tenant then the matter shall execute an amendment be determined by arbitration pursuant to the Lease reflecting the terms and conditions of the Extension Termthis Subsection. The Minimum Annual Rent for parties agree to a standard of good faith and reasonableness in their attempts to affirmatively resolve the applicable Extension Term issue of Basic Rent. Arbitration, if required, shall be an amount equal before one disinterested arbitrator if one can be agreed upon, otherwise before three disinterested arbitrators, one to be named by the Minimum Annual Rent then being quoted Landlord, one by Landlord to prospective tenants of the Building for space of comparable size Tenant and quality one by the two thus chosen. Each arbitrator shall have at least ten years professional experience and with similar or equivalent improvements as are found achieved "MAI" status in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) American Institute of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the LeaseReal Estate Appraisers.

Option to Extend. Paragraph 2.B of the Base Lease is deleted in its entirety and replaced by the following: Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at default under any of the time it exercises this optionterms, (ii) provisions, covenants and conditions of the creditworthiness of Lease, and provided that Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all sole occupancy of the Leased entire Demised Premises, then upon the expiration of the term of this Lease Tenant shall have the option right to extend the Original Term term of the Lease for three one (31) successive periods extension period of five (5) years each (the "First Extension Term(s)Term"). The Extension Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term , followed by one (1) extension period of three (3) years (the "Original Second Extension Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall have no right to the Second Extension Term unless Tenant exercised the option for the First Extension Term. Tenant's option to extend the term of the Lease shall be exercisable by Tenant giving written notice of the exercise such option by of the extension right to Landlord at least twelve (i) delivering to Landlord, no later than sixteen (1612) months prior to the expiration of the Original Term ororiginal term, if applicable, or the First Extension Term, written notice of Tenant's desire as applicable. In the event Tenant fails to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, so give written notice of its rejection thereof (which rejection shall terminate intent to exercise its extension right as provided above, Tenant's option to extend), or that Tenant disputes Landlord's determination extend the term of the Rental Adjustment Lease shall be deemed to have been waived by Tenant and shall include Tenant's good faith determination be of what the Rental Adjustment should beno further force or effect. In the case of a notice disputing event Tenant exercises its extension right in accordance with the Rental Adjustmentprovisions hereof, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration term of the Rental Adjustment for a period Lease shall be extended accordingly, and all the references contained in the Lease to the term, whether by number of thirty (30) days. Unless Landlord otherwise agrees in writingyears or number of months, Tenant's failure shall be construed to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant refer to the original term of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extendLease, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar as extended, whether or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided not specific reference is made thereto in the Lease.. Tenant acknowledges that it is important for Landlord to know whether or not the option is exercised by Tenant so that it may seek a replacement tenant to avoid loss of rent. Accordingly, the time within which the option must be exercised and the reply by Tenant to Landlord's proposed fair market rent is hereby made of the essence. Each extended term of the Lease shall be upon the same terms, conditions, and covenants as set forth in the Lease except:

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the right and option, which said option and right shall not be severed from this Lease or separately assigned, mortgaged or transferred, to extend the Original Initial Term for one (1) additional consecutive period of three (3) successive periods of five years (5) years each (hereinafter referred to as the "Extension Term(s)"). The Extension Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original TermPeriod") except , provided that (ia) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall give Landlord notice of Tenant's exercise of such option by at least twelve (i12) delivering to Landlord, no later than sixteen (16) full calendar months prior to the expiration of the Original Initial Term or, if applicable, (b) no Default of Tenant shall exist at the time of giving the applicable notice and the commencement of the Extension TermPeriod and (c) the Original Tenant named herein is itself occupying the entire Premises both at the time of giving the applicable notice and at the time of commencement of such Extension Period. Except for the amount of Basic Rent (which is to be determined as hereinafter provided), written notice all the terms, covenants, conditions, provisions and agreements in the Lease contained shall be applicable to the additional period through which the Term of Tenant's desire this Lease shall be extended as aforesaid, except that there shall be no further options to extend the Original Term or, if applicable, nor shall Landlord be obligated to make or pay for any improvements to the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days Premises nor pay any inducement payments of receipt of the Rent Adjustment, written any kind or nature. If Tenant shall give notice of its rejection thereof (which rejection shall terminate Tenant's exercise of such option to extendextend in the manner and within the time period provided aforesaid, the Term of this Lease shall be extended upon the giving of each such notice without the requirement of any further attention on the part of either Landlord or Tenant except as may be required in order to determine Basic Rent as hereafter set forth. Landlord hereby reserves the right, exercisable by Landlord in its sole discretion, to waive (in writing) any condition precedent set forth in clauses (a), (b) or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10c) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its optionabove. If Tenant properly exercises its shall fail to give timely notice of the exercise of such option to extendas aforesaid, Landlord and Tenant shall execute an amendment have no right to extend the Lease reflecting the terms and conditions Term of this Lease, time being of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants essence of the Building for space foregoing provisions. Any termination of comparable size and quality and with similar or equivalent improvements as are found in this Lease Agreement shall terminate the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leaserights hereby granted Tenant.

Option to Extend. Provided (i) Tenant (as used Subject to the provisions hereinafter set forth in this Section 16.16Article 26, the term "Tenant" shall also include any Permitted Transferee and provided that succeeds to Tenant's interest under Article 11, above) Tenant is not in Default hereunder default hereunder, after notice and opportunity to cure to the extent provided in Article 17, at any time from the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all exercise of the Leased Premisesoption until the Lease Expiration Date, Landlord hereby grants Tenant shall have the option to extend the Original Term on the same terms, conditions and provisions as contained in this Lease, except as otherwise expressly provided herein, for three one (31) successive periods period of five either one (51) years each year (the "Extension Term(s)ONE YEAR EXTENSION PERIOD") or one period of seven (7) years (the "SEVEN YEAR EXTENSION PERIOD"). The Such period, regardless of its duration, may also be referred to herein generally as the "EXTENSION PERIOD"). If exercised in accordance herewith, the Extension Period shall commence on the first (1st) day after the Lease Expiration Date. If Tenant delivers an "Extension Notice" as hereinafter provided, the Term shall be upon extended on the same terms terms, conditions and conditions provisions as contained in herein except that the Lease Annual Base Rent during the initial Lease Term (One Year Extension Period, if elected by Tenant, shall be $12.00 per square foot of Rentable Area of the Premises per year, and the Annual Base Rent during the Seven Year Extension Period, if elected by Tenant, shall reflect the "Original Term") except Prevailing Market" rate, as determined in accordance with this Article 26. Not less than twelve (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (1612) months prior to the expiration Expiration Date, Tenant may request, by written notice to Landlord (the "PRELIMINARY NOTICE"), that Landlord determine the Prevailing Market rate for the Premises as it would be during the Seven Year Extension Period if Tenant elected to exercise its option for such Seven Year Extension Period. Within ten (10) days following Landlord's receipt of the Original Term orPreliminary Notice, if applicableLandlord will notify Tenant of such Prevailing Market rate as reasonably determined by Landlord. If Tenant does not agree with Landlord's determination of such Prevailing Market rate, the Extension TermTenant, by written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord (the "ARBITRATION NOTICE") within fifteen five (155) business days after being advised of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and Prevailing Market rate, shall include Tenant's good faith determination of what have the Rental Adjustment should be. In right to have the case of a notice disputing Prevailing Market rate determined using the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.following procedures:

Option to Extend. This paragraph from the First Amendment is hereby deleted and replaced with the following: Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) LESSEE is not in Default hereunder at the time it exercises this optiondefault hereunder, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant LESSEE shall have the one (1) two (2) year option to extend the Original Term lease term at a rent equal to the greater of the following: (a) market rate for three equivalent office space in similarly located buildings within the Waltham market as determined by LESSOR; or (3) successive periods of five (5) years each (the "Extension Term(s)"). The Extension Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (iib) the Minimum Annual Rent total rent then in effect as of the expiration date of the then current lease term. In no event shall the rent for the option term be adjusted less than the total rent then in effect as set forth below (of the "Rent Adjustment")expiration date of the then current lease term. Tenant shall exercise such LESSEE must give LESSOR written notice it is exercising its extension option by (i) delivering to Landlord, no later than sixteen nine (169) months prior to the expiration of the Original Term or, if applicable, then current lease term (“Extension Notice”). LESSOR shall provide LESSEE with the Extension Term, written notice of Tenant's desire to extend rent rate for the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord extended term within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) daysdays of receiving the Extension Notice. Unless Landlord otherwise agrees in writingIn the event LESSEE notifies LESSOR as provided herein and, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty within thirty (6030) days after receipt of Tenant's exercise of its optionreceiving the LESSOR’S rent rate for the extended term has, in accordance with this paragraph, (i) delivered a fully executed mutually agreeable lease amendment, (ii) updated all deposits, and (iii) tendered the first month’s base rent for the extended term, then the Lease Agreement shall automatically be extended two (2) years from the date the Lease Agreement would have expired had the option to extend not been exercised. If Tenant properly exercises All other terms and provisions under the Lease Agreement, other than LESSOR’S Work or other tenant improvements, shall continue through the extended lease term. In the event the LESSEE does not provide the Extension Notice, execute a lease amendment and provide payment as provided herein, the LESSEE shall be deemed to have waived its option to extendextend the lease term and this Lease Agreement shall terminate upon the expiration of the then current term. Notwithstanding the above, Landlord LESSEE accepts the Leased Premises in its current “AS IS” condition and Tenant shall execute an amendment acknowledges that the Leased Premises are currently occupied by the LESSEE and that the Leased Premises, as delivered and currently constituted, is suitable for the LESSEE’S intended use. LESSEE acknowledges that all work, if any, contemplated in the Lease Agreement, including but not limited to the Exhibit B and Amendment Exhibit B-1 and this Second Amendment thereto, to be performed by the LESSOR has been completed to the full satisfaction of the LESSEE. The Parties acknowledge that the Lease reflecting Agreement, the First Amendment, and this Second Amendment represent the entire agreement between the Parties and that no other modification, written or otherwise, exists between the Parties. The normal rule of construction that any ambiguities be resolved against the drafting party shall not apply to the interpretation of the Lease Agreement, the First Amendment or any exhibits or amendments thereto. All other terms and conditions of provisions under the Extension Term. The Minimum Annual Rent for the applicable Extension Term Lease Agreement shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size remain unchanged and quality are hereby ratified and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leaseaffirmed.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option to extend the Original Term term of this Lease for three one (31) successive periods period of five (5) years each (following the "Extension Term(s)"). The Extension Term shall be upon expiration of the same terms and conditions contained in the Lease during the initial Lease Initial Term (the "Original Extended Term") on all of the terms and conditions in this Lease, except (i) that during that Extended Term, Tenant shall not have the further option to extend the term described in this provision giving Section and the Base Rent during the Extended Term shall be equal to the monthly rent, including all escalations, at which, as of the commencement date of the Extended Term, landlords are offering for lease non-sublease, non-encumbered, non-equity space comparable in size and location to the Premises for terms of five (5) extension options shall be amended to reflect the remaining options to extendyears, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below reasonably determined by Landlord (the "Option Rent'); provided, however, that in no event shall the Option Rent Adjustmentbe less than the Base Rent, as escalated pursuant to the terms of this Lease, due and payable during the last month of the Initial Term. To exercise this option, Tenant must give Landlord written notice of exercise of the option (the "). Tenant shall exercise such option by Option Notice") no earlier than nine (i9) delivering to Landlord, months and no later than sixteen six (166) months prior to the expiration of the Original Term orInitial Term. However, if applicableif, as of Landlord's receipt of the Option Notice, Tenant is in default under this Lease, or has committed or failed to perform acts that with the giving of notice or the lapse of time would constitute a default under this Lease (a "Potential Default"), the Extension Option Notice shall, at Landlord's election, be ineffective. If after giving the Option Notice, Tenant is in default under this Lease, or if a Potential Default has occurred, and that default or Potential Default remains uncured as of the expiration of the Initial term, this Lease shall, at the election of Landlord, terminate as of the expiration of the Initial Term, written notice of Tenant's desire . Tenant shall have no right to extend the Original Term or, if applicable, term of this Lease beyond the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leaseadditional term set forth above.

Option to Extend. Provided that (i) Tenant has not assigned the Lease (except as used in this Section 16.16otherwise permitted herein), the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, and (ii) the creditworthiness of Tenant is no less than on Premises are not then subject to a sublease (whether the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all term of the Leased sublease has commenced or is to be commenced thereafter) and Tenant will not be exercising the rights hereinafter set forth with the intent of assigning the Lease (except as otherwise permitted herein) or subleasing any portion of the Premises, then Tenant shall have has the option right to extend the Original Lease Term for three two (32) successive five (5) year periods ("Extension Period") at the then current market rent rate, and otherwise on the same terms and conditions as this Lease, except that there shall be no further rights to extend the Lease Term. Tenant shall exercise the option for an Extension Period by written notice to Landlord not more than fifteen (15) months nor less than nine (9) months before the expiration of the Lease Term or, for purposes of the second Extension Period, not more than fifteen (15) months nor less than nine (9) months before the expiration of the first Extension Period. Tenant's exercise of this option shall be effective only if, at the time of notice and upon the effective date of the Extension Period, there is no Event of Default. Thereupon, this Lease shall be deemed extended for an additional period of five (5) years each (the "Extension Term(s)"). The Extension Term shall be years, upon all of the same terms and conditions contained of this Lease and any Amendments made hereto with the exception of the annual rent stipulated hereinabove. Except in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). event that shares of Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend)have been listed on a nationally-recognized stock exchange, or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together quoted on NASDAQ for a period of ten two (102) days years prior to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extendrenew the term of this Lease, Tenant's exercise of this renewal option shall be null and void unless Landlord receives (i) simultaneously with the notice of exercise and Tenant shall execute an amendment to (ii) thirty (30) days before the Lease reflecting the terms and conditions commencement of the Extension Term. The Minimum Annual Rent Period, Tenant's certified financial statements for the applicable Extension Term shall be an amount equal immediately preceding three (3) year period. In the event Tenant's auditors provide a "going concern" qualification (but not a "subject to" opinion) as to the Minimum Annual Rent then being quoted by Tenant's ability to continue as a going concern, Landlord to prospective tenants may nullify Tenant's exercise of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leasethis renewal option.

Option to Extend. Provided (i) that Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all default of the Leased Premisesperformance or observation of any of the terms or provisions of this Lease after notice to Tenant and expiration of applicable grace and cure periods (as defined in Section 7.1 herein), Tenant shall have the option may elect to extend the Original Term of this Lease for three one (31) successive periods additional period of five (5) years each (the "“Extension Term(sTerm”)"). The Extension Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision , by giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise Landlord notice of such option by (i) delivering to Landlord, election no later than sixteen twelve (1612) months prior to the expiration of the Original Term orinitial Term. Such extension shall be upon the terms, if applicablecovenants, the Extension Term, written notice of Tenant's desire and conditions contained in this Lease except that Tenant shall have no further right to extend the Original Term or, if applicable, and that the Base Rent for the Extension TermTerm shall be at fair market rent for comparable space in comparable properties in the Watertown area taking into account all relevant factors. If Landlord and Tenant are unable to agree on the amount of such fair market rent by the date that is thirty (30) days after the date of Tenant’s election notice based on rental rates and terms for comparable space in the Greater Boston area, then Landlord shall promptly specify in writing the rent (the “Landlord’s Rental Rate”) at which Landlord is willing to lease the Premises for the Extension Term and (iiTenant shall promptly specify in writing the rent ( the “Tenant’s Rental Rate”) delivering which Tenant is willing to Landlord within fifteen (15) business days of receipt pay for the Premises for the Extension Term and the amount of the Rent Adjustment, written notice of its rejection thereof (which rejection fair market rent shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of be established by appraisal in the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should befollowing manner. In the case of a notice disputing the Rental Adjustment, The Landlord and Tenant shall mutually work together for each appoint one appraiser and the two appraisers so appointed shall determine the fair market rent within thirty days of Tenant’s election notice. If such appraisers are unable to agree on the amount of such fair market rent within such 30-day period, they shall appoint a period of third appraiser within ten (10) days to resolve of the dispute and, if unable to agree upon the Rental Adjustment within said expiration of such period, Landlord and Tenant who shall in good faith participate in non-binding arbitration be instructed to select, as between the rents chosen by the two appraisers, the rent that is closest to the third appraiser’s estimate of the Rental Adjustment for a period of thirty (30) daysFair Market Rent. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option The fair market rent shall waive it and any succeeding option. Landlord shall notify Tenant of be the amount of so selected by the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term third appraiser and shall be paid at conclusive on the same time Landlord and Tenant. Each party shall bear the cost of its appraiser, and the cost of the third appraiser shall be split equally between parties. The third appraiser’s estimate shall be based on the data supplied and used by the original two appraisers and the findings made by the third appraiser shall be set forth in writing. EXECUTED as a sealed instrument in two or more counterparts on the same manner as provided in the Lease.day and year first above written. LANDLORD: Xxxxxx Xxxxx Aetna Xxxxx, LLC /s/ Xxxxx X. Xxxxxxxxx By: Xxxxx X. Xxxxxxxxx Its: Manager TENANT: pSivida Corp. /s/ Xxxx Xxxxxxxx By: Xxxx Xxxxxxxx Its: Vice President, Corporate Affairs, General Counsel & Secretary EXHIBIT A

Option to Extend. Provided (ia) Tenant Subject to the terms of this Lease and the Master Lease, provided that Landlord exercises the Renewal Option (as used defined in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all 21.1 of the Leased PremisesMaster Lease) and Master Lessor consents to such renewal and renews the Master Lease for an additional period specified at that time (the "Extended Master Lease Term"), Landlord hereby grants Tenant shall have the an option to extend the Original Term term of the Lease for three one (31) successive periods additional period equal to the lesser of five (5) years each or the Extended Master Lease Term. In addition, subject to the terms of this Lease and the Master Lease, provided that Landlord exercises the Purchase Option (as defined in Section 20.1 of the Master Lease) or otherwise purchases fee simple title interest in and to the Property on or before the Expiration Date of this Lease, Landlord or Landlord's Affiliate hereby agrees to recognize this Lease for the remainder of the Term and hereby grants Tenant an option to extend the term of the Lease for one (1) additional period of five (5) years. The period for which the original Term is extended pursuant to this Section shall be referred to herein as the "Extension Term(s)"). The Extension Option Term." Tenant's lease of the Premises during the Option Term shall be upon the same material terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") herein, except that (i) this provision giving five (5) extension options the Base Rent for the Premises shall be amended to reflect determined in the remaining options to extendmanner set forth in subparagraph (d) below, if any and (ii) Tenant shall accept the Minimum Annual Rent Premises in an "as is" condition without any obligation of Landlord to repaint, remodel, repair, improve or alter the Premises, or pay for any such work, and (iii) there shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire further options to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days term of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, that the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) Lessee is not then in default under the Lease after applicable notice and cure periods, and an Event of Default hereunder at has not existed more than once during the time it exercises this optionExtended Term, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant Lessee shall have the one (1) option to extend the Original Term term of this Lease for three a period of fifteen (315) successive periods of five (5) years each months commencing April 1, 2016 and terminating June 30, 2017 (the "Extension Term(s)"). The Extension Term shall be upon “Option Period”) on all the same terms and conditions contained in of the Lease excepting the Base Monthly Rent which shall be at one hundred percent (100%) of the then-current fair market rental value for the Premises as improved (“FMV”) (the “Option to Extend”). In no event however, shall the Base Monthly Rent for the Option Period be less than that being paid for the month most immediately preceding the Option Period without the consent of the Lessor. In establishing the fair market rental value for the Premises, the parties shall consider only direct leases for comparable R&D space in Mountain View occurring during the initial Lease Term (year most immediately preceding Lessee’s written notice of exercise of the "Original Term") except (i) this provision giving five (5) extension options Option to Extend. Considerations in establishing comparability of recently leased spaces shall include the date of the lease, age and quality of the building and interior improvements, parking ratio, relative proximity to the Premises, the duration of the term, any rental or other concessions granted, whether a broker’s commission or finder’s fee will be amended to reflect paid, responsibility for operating expenses, and the remaining options to extendtenant improvement allowance, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment")any, required for an extended term. Tenant Lessee shall exercise such option its Option to Extend by giving written notice to Lessor not less than six (i6) delivering to Landlord, no later months nor more than sixteen nine (169) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, Option Period. Lessor and (ii) delivering to Landlord Lessee shall negotiate FMV within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days following Lessee’s written notice as set forth above. In the event Lessor and Lessee cannot agree upon FMV within the thirty-day period set forth above, then each party shall within five (5) days, select a licensed commercial real estate broker who is active in commercial and industrial rentals in Mountain View and the two brokers so appointed (the “Parties’ Brokers”) shall meet within twenty-one (21) days of their appointment to make a determination of FMV, taking into account the considerations set forth above. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant The determination of the amount brokers as set forth herein shall be binding upon the parties. If the two Parties’ Brokers so appointed cannot reach agreement within five (5) days of their initial meeting, then the two shall immediately thereafter appoint a third neutral and independent broker with the same qualifications (the “Neutral Broker”) and within twenty-one (21) days of the Rent Adjustment no later than sixty (60) days after receipt Neutral Broker’s appointment, all shall meet to make a determination of Tenant's exercise of its optionFMV. If Tenant properly exercises its option to extendagreement cannot be reached, Landlord and Tenant then each of the Parties’ Brokers shall execute an amendment submit to the Lease reflecting the terms and conditions Neutral Broker its written opinion of the Extension Term. The Minimum Annual FMV and the Neutral Broker shall select the one of those two opinions that the Neutral Broker determines is the closet to the true FMV, and such figure shall become the Base Monthly Rent for the applicable Extension Term Option Period and be binding on both parties. Each party shall be an amount equal to pay the Minimum Annual Rent then being quoted by Landlord to prospective tenants fee of their respective Parties’ Broker and both parties shall share the cost of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and Neutral Broker if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leasenecessary.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, If the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) LESSEE is not then in Default hereunder at the time it exercises this optiondefault, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have LESSOR does ---------------- hereby grant to LESSEE the option to extend the Original Term this Lease for three one (31) successive periods of additional five (5) years each (year term, commencing on the "Extension Term(s)"). The Extension expiration of the initial Term shall be upon the same terms and conditions as herein contained except the annual base rent set forth in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options Paragraph 4 hereof shall be amended to reflect at the remaining options to extend, if any and (ii) the Minimum Annual Rent fair market rate. The option shall be adjusted as set forth below exercised by written notice from LESSEE and received by LESSOR at least four (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (164) months prior to the expiration of the Original Term orinitial term. In the event LESSEE gives timely extension notice in accordance with the provisions of this Paragraph 24 and the parties are unable to agree as to the fair market rent within thirty (30) days after the receipt of LESSEE's extension notice, if applicablethen LESSOR and LESSEE may initiate the appraisal process provided for herein by giving notice to that effect to the other, and the party so initiating the appraisal process (the "Initiating Party") shall specify in such notice the name and address of the person designated to act as an appraiser on its behalf. Within thirty (30) days after the designation of the appraiser, the Extension Termother party (the "Other Party") shall give notice to the Initiating Party specifying the name and address of the person designated to act as an appraiser on its behalf. The two appraisers as chosen shall meet within ten (10) days after the second appraiser is appointed and if, written notice of Tenant's desire to extend within ten (10) days after the Original Term or, if applicablesecond appraiser is appointed, the Extension Termtwo appraisers shall not agree on a fair market rent, then on the second Business Day following the close of such ten (10) day period, the two appraisers shall, within thirty (30) days after the second appraiser is appointed, together appoint a third appraiser. In the event of their being unable to agree upon such appointment within forty (40) days after the appointment of the second appraiser, the third appraiser shall be selected by the parties themselves if they can agree thereon within a further period of fifteen (15) days. If the parties do not so agree, then either party, on behalf of both and on notice to the other, may request such appointment by the Boston Office of the American Arbitration Association (iior successor organization) delivering in accordance with its rules then prevailing. Within five (5) days after the appointment of the third appraiser, the first appraiser and second appraiser shall submit to Landlord such third appraiser their respective determinations of the fair market rent as described in the immediately preceding clause. Such third appraiser shall, within fifteen (15) business days after the end of receipt such five (5) day period, choose the fair market rent specified by either the first appraiser or the second appraiser in such submissions and the fair market rent selected by the third appraiser from the fair market rents submitted by the first appraiser and the second appraiser shall conclusively be deemed to be the fair market rent. Each party shall pay the fees and expenses of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination appraiser selected by it. The fees and expenses of the Rental Adjustment third appraiser and all other expenses (not including the attorney's fees, witness fees and similar expenses of the parties which shall be borne equally by the parties thereto) shall be borne equally 50/50 by the parties. Under no circumstances may the appraisers modify or disregard any provision of this Lease and the jurisdiction of the appraisers is restricted accordingly. The appraisers shall include Tenantthe fair market rent such cost escalators as are then customary and appropriate. Fair Market Rental Value is intended to be calculated in a fair and comprehensive manner so that Landlord shall achieve, and Tenant shall pay based upon, an amount which is no less than the same net rental which Landlord would actually receive upon a re-letting of the applicable space in an arms'-length transaction to an unrelated third party tenant where neither party is under any compulsion or undue influence. Fair Market Value shall not include alterations or improvements made to the Leased Premises at LESSEE's good faith determination of what expense during the Rental Adjustment should beinitial Lease Term. In the case of a notice disputing event LESSOR or LESSEE initiates the Rental Adjustment, Landlord appraisal process pursuant to this Paragraph and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration as of the Rental Adjustment for a period commencement of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the Extension Term the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenantfair market rent has not been determined, LESSEE shall pay the amount specified by the LESSOR's exercise of its option. If Tenant properly exercises its option to extendappraiser, Landlord and Tenant when such determination has been made, it shall execute an amendment to the Lease reflecting the terms and conditions be retroactive as of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants commencement date of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and any excess shall be paid at credited by LESSOR to LESSEE as against the same time and in the same manner as provided in the Leasenext monthly Base Rent payment or payments.

Option to Extend. Provided (i) So long as this Lease is in full force and effect and Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder default and has not at any time been in default under this Lease beyond any applicable notice and cure period and no condition exists which with the passage of time it exercises or giving of notice would constitute a default under this option, Lease and provided the Lease has not been assigned and (iiexcept in the case of a Permitted Transfer) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all portion of the Leased PremisesPremises has been sublet (except in the case of a sublease that has expired or will expire prior to the Option Term Commencement Date), Tenant may extend the Term of this Lease for the period of the Option Term by giving notice (“Tenant’s Option Exercise Notice”) to Landlord on or before the Option Notice Date. The terms and conditions applicable to such Option Term shall be the same as set forth herein except that Tenant shall have the option no further right to extend the Original Term of this Lease and the Annual Base Rent payable by Tenant with respect to the Option Term shall be the Option Annual Base Rent, but not less than the Annual Base Rent immediately prior to the start of the Option Term. Following the timely delivery of Tenant’s Option Exercise Notice, Landlord shall provide Tenant with notice of Landlord’s determination of the fair market rental value for three the Premises (3“Landlord’s Determination”). Unless Tenant provides a notice of objection (the “Objection”) successive periods to Landlord within thirty (30) days of the delivery of Landlord’s Determination, then Landlord’s Determination shall be the Option Annual Base Rent. If Tenant does timely provide the Objection, and if Landlord and Tenant have not agreed to the Option Annual Base Rent in writing within one (l) month following the delivery of the Objection, the same shall be determined by appraisers, one to be chosen by Landlord, one to be chosen by Tenant, and a third to be selected by the two first chosen. All appraisers chosen or selected hereunder shall be independent of the parties, shall have received the M.A.I. (Member, Appraisal Institute) designation from the American Institute of Real Estate Appraisers and shall have had at least five (5) years of experience in appraising commercial office and laboratory space comparable to the Premises and in the Greater Boston and Waltham/Route 128 areas. The unanimous written decision of the two first chosen, without selection and participation of a third appraiser, or otherwise the written decision of a majority of three appraisers chosen and selected as aforesaid, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its appraiser within thirty (30) days following expiration of the "Extension Term(s)"aforesaid one (l) month objection period and, unless such two appraisers shall have reached a unanimous decision within seventy-five (75) days from said expiration, they shall within a further fifteen (15) days elect a third appraiser and notify Landlord and Tenant thereof. The third appraiser shall deliver to Landlord and Tenant the written decision of the majority of them within 30 days of the selection of the third appraiser. Landlord and Tenant shall each bear the expense of the appraiser chosen by it and shall equally bear the expense of the third appraiser (if any). The Extension If, as contemplated by this Section, Annual Base Rent with respect to the Option Term shall be upon not have been determined before the same terms Option Term Commencement Date, then the Option Term may commence and conditions contained in from and after the Lease during Option Term Commencement Date, until the initial Lease Term (amount of such Annual Base Rent is so determined either by agreement of the "Original Term") except (i) this provision giving five (5) extension options parties or by appraisal, Tenant shall be amended to reflect make payments towards such Annual Base Rent at the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted rate as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering in Landlord’s Determination, subject to Landlord, no later than sixteen (16) months prior to the expiration retroactive adjustment in conformity with and payment of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord any additional amount within fifteen (15) business days of the determination of Annual Base Rent for such option term pursuant to this Section. In no event shall the provisions of this Section be deemed to authorize an Annual Base Rent less than the Annual Base Rent immediately prior to the start of any option term. If Tenant exercises its option to extend this Lease, the phrase Annual Base Rent as used in this Lease shall mean the Option Annual Base Rent during the Option Term and the word Term as used in this Lease shall mean the combined terms of the Term and the Option Term. Notwithstanding anything to the contrary above in this Section, the following provisions of this paragraph shall apply. Simultaneous with Tenant’s Option Exercise Notice, Tenant shall provide Landlord with a balance sheet as of the last day of the most recently completed fiscal month (but not any month earlier than the second month immediately preceding the Option Notice Date) and a similarly current statement of Tenant's income and expenses for the twelve months preceding the date of the aforementioned balance sheet, both of which shall be prepared in reasonable detail in accordance with generally accepted accounting principles and certified as being true, accurate and complete by an officer or principal of Tenant. In addition to such balance sheet and income and expense statement, Tenant shall provide such other financial and business plan and related information as Landlord shall reasonably request, including without limitation, information related to the capitalization of Tenant's business and a cash flow projection through the end of the Option Term. Landlord shall have 30 days from Landlord’s receipt of the Rent Adjustmentsuch balance sheet and income and expense statement and any other requested information to review such balance sheet, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment income and shall include Tenant's good faith determination of what the Rental Adjustment should beexpense statement and other requested information. In the case of event the information provided by Tenant reasonably interpreted does not indicate a notice disputing reasonable expectation that Tenant will have sufficient cash to sustain Tenant’s business during the Rental AdjustmentOption Term, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) within 45 days after from Landlord’s receipt of such balance sheet and income and expense statement and any other requested information that the Option Term shall not commence and, notwithstanding Tenant's exercise of its option. If Tenant properly exercises its option to extend’s Option Exercise Notice, Landlord the Option Term shall not commence and the Term shall expire on the originally scheduled Term Expiration Date and Tenant shall execute an amendment have no right to extend the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Option to Extend. Provided (ia) Subject to the terms of this Paragraph 40 and Paragraph 41, entitled "Option," Landlord hereby grants to Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option (the "Extension Option") to extend the Original Term of this Lease with respect to the entire Premises for three one (31) successive periods additional period of five (5) years each (the "Extension Term(s)Option Term"). The Extension Term shall be upon , in the same terms terms, covenants and conditions contained as provided for in the this Lease during the initial Lease Term (the "Original Term") , except that (i) this provision giving five (5) Tenant shall have no further extension options shall be amended to reflect the remaining options to extendrights, if any and (ii) the Minimum Annual Rent all economic terms such as, without limitation, Monthly Base Rent, an Operating Expense Allowance, if any, parking charges, etc., shall be adjusted as set forth below (established based on the "Rent Adjustmentfair market rental rate" for the Premises for the Option Term as defined and determined in accordance with the provisions of this Paragraph 40 below. (b) The Extension Option must be exercised, if at all, by written notice ("). Extension Notice") delivered by Tenant shall exercise such option by (i) delivering to Landlord, Landlord no later than sixteen the due date which is two hundred seventy (16270) months days, and no earlier than the date which is one (1) year, prior to the expiration of the Original then current Term orof this Lease. (c) The term "fair market rental rate" as used in this Addendum shall mean the annual amount per rentable square foot, if applicableprojected during the relevant period, that a willing, financially comparable, non-equity, renewal tenant (excluding sublease and assignment transactions) would pay, and a willing, institutional landlord of a comparable quality office building located in the Extension TermJohn Wayne Airport area ("Comparison Xxxx") xxuld accept, written notice at arm's length (what Landlord is accepting in current transactions for the Building may be considered), for space comparable in size, quality and floor height as the leased area at issue taking into account items that professional real estate brokers customarily consider, including, but not limited to, rental rates, office space availability, tenant size, tenant improvement allowances, operating expenses and allowance, parking charges and any other economic matters then being charged by Landlord or the lessor off such similar office buildings. (d) Landlord's determination of fair market rental rate shall be delivered to Tenant in writing not later than thirty (30) days following Landlord's receipt of Tenant's desire Extension Notice. Tenant will have thirty (30) days ("Tenant's Review Period") after receipt of Landlord's notice of the fair market rental rate within which to extend accept such fair market rental rate or to object thereto in writing. Tenant's failure to object to the Original Term orfair market rental rate submitted by Landlord in writing within Tenant's Review Period will conclusively be deemed Tenant's approval and acceptance thereof. If Tenant objects to the fair market rental rate submitted by Landlord within Tenant's Review Period, if applicable, the Extension Term, then Landlord and (ii) delivering Tenant will attempt in good faith to agree upon such fair market rental rate using their best good faith efforts. If Landlord and Tenant fail to reach agreement on such fair market rental rate within fifteen (15) business days of receipt of following the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt expiration of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to Review Period (the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none"Outside Agreement Date"), then each party's determination will be submitted to appraisal in similar buildings in accordance with the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leaseprovisions below.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession Upon full and complete performance of all or substantially the terms, covenants, and conditions herein contained by Tenant and payment of all of rental due under the Leased Premisesterms hereof, Tenant shall have be given the option to extend renew this Lease for two (2) additional terms of forty eight months (48) months each and one (1) additional term of sixty months (60) months at the Original Term for three (3) successive periods then prevailing rental rate, terms conditions, allowances and concessions of five (5) years each (other comparable properties in south Longmont area; provided that the "Extension Term(s)")rental rate shall not be impacted, or otherwise increased as a result of any Tenant improvements to the Premises. The Extension Term Each such option shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) exercisable only by delivery of Tenant's written notice of extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later Landlord not less than sixteen (16) months 180 days prior to the expiration of the Original Term orthen-existing Lease term. If the Landlord does not receive the notice from the Tenant to exercise the option in advance of the 180 days prior to expiration, if applicable, the Extension Term, written Landlord will give final notice to Tenant of Tenant's desire to extend the Original Term or, if applicable, the Extension Termexpiration of option, and (ii) delivering Tenant shall have 15 days from the final notice to Landlord within fifteen (15) business days of receipt of exercise the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should beoption. In the case event of a notice disputing such exercise, this Lease shall be deemed to be extended for the Rental Adjustment, Landlord and Tenant shall mutually work together for a additional period of ten (10) days pursuant to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting all the terms and conditions set forth herein, including (but not as a limitation) those provisions for increase of the Extension Termbase rental set forth in Paragraph 4.2. In the event of exercise of said Option, any funds held by Landlord pursuant hereto shall continue to be so held subject to the terms and conditions relating to same. In addition, the Tenant shall have the right to exercise its option rights on approximately one half of the building (14,400 square feet,) providing that the one half that the Tenant does not exercise its option is a rentable space. The Minimum Annual Rent for the applicable Extension Term space shall be an amount equal rentable when it has been demised by a floor to the Minimum Annual Rent then being quoted by Landlord roof deck, demising wall, Xxxxx standard rest room core and phone and data cabling, independent wiring to prospective tenants of the Building for space of comparable size sub panels and quality disconnect and with similar or equivalent improvements as are found in the BuildingHVAC distribution, front and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leaserear door access.

Option to Extend. Provided (i) While the Lease is in full force and effect, provided the Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at default of any of the terms, covenants and conditions thereof, beyond any applicable notice and cure periods, and that HealthGate Data Corp. is itself occupying not less than seventy percent (70%) of the Premises then demised to Tenant both as of the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all option exercise and as of the Leased Premisescommencement of the herein additional term, Tenant shall have the right or option to extend the Original Term original term of this Lease for three two (32) successive additional periods of five (5) years each (each. Such extensions of the "Extension Term(s)"). The Extension Term original term shall be upon on the same terms terms, covenants and conditions contained as provided for in the Lease original term except that Tenant shall have no further options to extend the term, and except that the base rental during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options extended terms shall be amended to reflect the remaining options to extendthen fair market rental value, as determined by Landlord, taking into account provisions for subsequent increases and other adjustments for new leases then currently being negotiated or executed in comparable space located in the office park in which the Building is located, or if any and (ii) no new leases are then being negotiated or executed in such office park, the Minimum Annual Rent fair market rental value shall be adjusted determined by Landlord taking into account new leases then being negotiated or executed for comparable space located elsewhere in first-class office buildings located in the Burlington, Massachusetts area, provided, however, that in no event shall the Base Rent payable on account of the then additional term be less than the annual Base Rent payable for the Premises as set forth below (of the "Rent Adjustment")date immediately preceding the commencement of such additional term. Tenant shall Notice of Tenant's intention to exercise such this option by (i) delivering must be given to Landlord, no later in writing, not less than sixteen twelve (1612) months prior to the expiration of the Original then current Term or, if applicable, of the Extension Term, written Lease. Within 30 days of Landlord's receipt of notice of Tenant's desire intention to extend exercise the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the then fair market rental value of the Premises for such extended term. Landlord shall have no obligation to prepare, refurbish or construct the Premises or any part thereof prior to the commencement of the herein additional term or otherwise provide any amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions improvement allowance in respect of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the LeasePremises.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) Lessee has not been and is not in Default hereunder at the time it exercises default of any term or condition of this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all Lease as of the Leased Premisescommencement of the renewal term, Tenant lessee shall have the one option to extend renew the Original Term term of the lease for three (3) successive periods of one additional five (5) years each (the "Extension Term(s)"). The Extension Term shall be upon year term, on the same terms and conditions contained of the Lease, except that the Base Rent shall be adjusted to the then prevailing market rental rate for a comparable leases in the Lease during comparable areas of the initial Lease Term West San Xxxxxxxx Valley Area. Such option shall be exercised (if at all) by Lessee giving Lessor at least 270 days prior irrevocable written notice. The prevailing market rental shall be determined in the following manner: Prevailing market rental rate shall be determined taking into account all relevant factors, including (to the extent relevant) number of months of free rent, if any (which shall be part of the determination of the rental rate), Lessee improvement obligations, moving allowances, and leasing commissions and costs. The term "Original Term") except (i) this provision giving comparable leases" shall not include leases entered into under special circumstances affecting the economics of the tenancies, including following the exercise of options to lease space at other than then current prevailing market rate, the lease of awkward or unusually shaped space or space without windows or other usual amenities, leases entered into under conditions where the Lessor was forced to lease the space by external legal, economic, or other pressures not generally applicable to the market, or the sublease or space by a sublessor not primarily in the business of leasing space. Prior to the date which is five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to before the expiration of the Original Term orthen current term, if applicableand assuming that Lessee has properly exercised its option to renew, Lessor shall give Lessee notice of Lessor's proposed prevailing market rental value for the Premises. Lessee shall give Lessor written notice within thirty (30) days thereafter as to whether or not Lessee agrees with Lessor's proposed prevailing market rental value. If Lessee disagrees with Lessor's proposed prevailing market rental value, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection parties shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall negotiate in good faith participate in non-binding arbitration of the Rental Adjustment to resolve their differences for a period of thirty (30) days. Unless Landlord otherwise agrees Upon the expiration of such thirty (30) day period, if the parties are not in writingagreement as to such fair market rental value by giving written notice to the other party, Tenant's failure such notice containing the name of an appraiser appointed by such initiating party. Within fifteen (15) days thereafter, the party receiving such notice shall appoint its own appraiser and give notice thereof to the initiating party. If the second appraiser is not appointed within such fifteen day period, then the appraiser selected by the initiating party shall determine the fair market rental value of the Premises, and such appraisal shall be binding upon the parties. If the second appraiser is timely exercise such option appointed, then the two appraisers shall waive it confer and attempt to agree on the prevailing market value. If the two appraisers are unable to agree, but the higher appraisal is no more than ten percent (10%) higher than the lower appraisal, then the prevailing market rental value shall be the average of the two appraisals. If the higher appraisal is more than ten percent (10%) greater than the lower appraisal, the two appraisers shall together select a third appraiser who shall also determine the prevailing market rental value. If three appraisers are ultimately appointed and any succeeding optiontwo appraisers agree on the prevailing market rental value, the value agreed upon by the two appraisers shall be the prevailing market rental value. Landlord If the three appraisers all determine different prevailing market rental values, then the prevailing market rental value shall notify Tenant be the average of the amount two closest appraisals. All appraisers shall be members of the Rent Adjustment no later than sixty MAI and shall have at least ten (6010) days after receipt years' experience appraising similar property in the West San Xxxxxxxx Valley Area. Each party shall bear the cost of Tenant's exercise the appraiser appointed by such party, and the parties shall share equally in the cost of its optionthe third appraiser, if appointed. If Tenant properly exercises its option the two appraisers initially appointed are unable to extendagree on a third appraiser, Landlord and Tenant then either party shall execute an amendment have the right to apply to the Lease reflecting the terms and conditions presiding judge of the Extension TermSuperior Court having jurisdiction over the Premises for the appointment of a third appraiser. The Minimum Annual Rent for rent determined in accordance to the applicable Extension Term foregoing shall be an amount equal subject to adjustments pursuant to the Minimum Annual attached Addendum to Standard Lease paragraph 59-Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the LeaseAdjustments - Extended Term.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant Lessee shall have the option to extend the Original Term term ---------------- of this lease for three (3) successive additional periods of five (5) years each (each. Said options shall be exercised automatically unless Lessee, gives Lessor notice of Lessee's desire not to exercise the "Extension Term(s)")option. Such extension rights are further subject to Lessee's not being in default under any of the terms and provisions of this lease. The Extension Term notice not to exercise the option for any five (5) year extension shall be given at least one-hundred eighty (180) days prior to the end of the immediately preceding term of this lease. The first automatic extension of this lease shall be upon the same rental, terms and conditions contained as are set forth in this Lease Agreement. Rental for the Lease during the initial Lease Term (the "Original Term") except (i) second and third renewal terms of this provision giving five (5) extension options lease, shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted original rental, as defined in section 3 hereof, multiplied by Landlord to prospective tenants a fraction. Said fraction shall be defined as consisting of a numerator, which shall be the index number (the "Index Number") indicated under the United States index column of the Building Consumer Price Index for space Urban Wage Earners and Clerical Workers (the "CPI") (1982-1984=100) as promulgated by the United States Department of comparable size Labor, for the month immediately preceding the month and quality year in which the said renewal term shall commence and with similar or equivalent improvements as are found in the Buildinga denominator, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent which shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent Index Number for the Extension Term CPI for the month and year in which the original commencement date of this Lease occurs. If there shall be paid at the same time be no such CPI, the parties shall use the most comparable substitute index in determining rent escalation for said renewal periods. Notwithstanding the above, all other terms and conditions of this Lease Agreement shall remain in full force and effect during the same manner as provided in the Leasesecond and third renewal periods.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option to extend the Original Term of this Lease for one (1) additional period of three (3) successive periods of five (5) years each (the "Extension Term(s)Premises Option") at the then current Fair Market Rent (Exhibit E). The Extension Term shall be upon period of the same terms and conditions contained in the Lease during the initial Lease Term (Premises Option is referred to herein as the "Original Option Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall have no right or interest to exercise such option by the Premises Option unless: (ia) delivering Tenant gives the Landlord written notice of its intent to Landlord, exercise the Premises Option no sooner than six (6) months and no later than sixteen three (163) months prior to the expiration end of the Original Term or, if applicable, (the "Extension Notice"); (b) Tenant is not in default at the time of the extension notice of any of the terms or conditions under this Lease prior to the commencement of the Option Term, written notice nor are there any conditions which with the passage of Tenant's desire to extend time could result in a default by Tenant at any time with the Original Term or, if applicable, the Extension Term, exception of cured late rental payments; and (iic) delivering (i) Tenant has not filed for or sought protection under any bankruptcy statute, (ii)Tenant has not failed to Landlord obtain a vacation from any involuntary bankruptcy proceeding within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of such filing, (iii)Tenant has not defaulted or there are no events which may cause a default under any of Tenant's debt or indenture obligations. Annual Base Rent during the Option Term shall be as set forth in Section 4.03 below. Time is of the essence with respect to Tenant's exercise of its optionthe Premises Option. If Tenant properly exercises its option Tenant's failure to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions exactly comply with any of the Extension time or other requirements herein, shall cause the Premises Option to automatically expire and, in such event, this Lease shall terminate upon the expiration of the Term. The Minimum Annual Rent option to extend the Term pursuant hereto for the applicable Extension Option Term shall be an amount equal personal to the Minimum Annual Rent then being quoted Tenant and shall not be exercisable by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leasebenefit of any assignee, subtenant or other transferee of Tenant.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, If the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) LESSEE is not then in Default hereunder at the time it exercises this optiondefault, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have LESSOR does hereby grant to LESSEE the option to extend the Original Term this Lease for three one (31) successive periods of five additional two (52) years each year term (the "Extension Term(s)First Extended Term"). The Extension , commencing on the expiration of the Initial Term shall be upon the same terms and conditions as herein contained except the annual Base Rent set forth in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options Paragraph 4 hereof shall be amended to reflect at the remaining options to extend, if any and (ii) the Minimum Annual Rent rate set forth below. The option shall be adjusted as set forth below exercised by written notice from LESSEE and received by LESSOR at least six (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (166) months prior to the expiration of the Original Initial Term. The annual Base Rent for the First Extended Term orshall be adjusted at the commencement of the FIRST Extended Term and shall be $420,768.00. If the LESSEE is not then in default, if applicableLESSOR does hereby grant to LESSEE the option to extend this Lease for an additional five- (5) year term ("Second Extended Term") commencing on the expiration of the First Extended Term upon the same terms and conditions as herein contained except the annual Base Rent set forth in Paragraph 4 hereof shall be at the rate set forth below. The option shall be exercised by written notice from LESSEE and received by LESSOR at least six (6) months prior but not more than eight (8) months' prior to the expiration of the First Extended Term. The annual rent for the Second Extended Term shall be ninety-five (95%) percent times the then-determined fair market rental value of the Leased Premises based on the Leased Premises, for a lease having a five-year term, commencing as of the Extension end of the then-current Term, on the terms and conditions of this Lease but in no event shall the Base Rent be less than the Base Rent during the First Extended Term. LESSOR shall give LESSEE written notice of Tenantthe fair market rental value, as reasonably determined by LESSOR, within ten business days after receiving LESSEE's desire notice exercising its option to extend the Original Term or, if applicable, Term. If the Extension TermLESSEE is dissatisfied with the fair market rental value as determined by LESSOR, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment LESSOR and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if LESSEE are unable to mutually agree upon the Rental Adjustment a fair market rental value, then LESSEE and LESSOR shall, each, within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees days after LESSOR's notice of fair market rental value, designate a real estate appraiser registered in writing, Tenant's failure Massachusetts to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant determine the fair market rental value of the amount of the Rent Adjustment no later than Leased Premises. If such two appraisers do not agree upon such value within sixty (60) days after receipt such notice from LESSEE, such two appraisers shall designate a third real estate appraiser registered in Massachusetts before the end of Tenantsuch sixty- (60) day period. Such third appraiser shall determine the fair market rental value of the Leased Premises by selecting the valuation of one of the first two appraisers that more accurately reflects the fair market rental value of the Leased Premises. The third appraiser shall make such determination within seventy-five (75) days after the date of LESSEE's exercise of its option. If Tenant properly exercises notice exercising its option to extend, Landlord . LESSOR and Tenant LESSEE shall execute an amendment to each pay the Lease reflecting the terms fees of its own appraiser and conditions half of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants fees of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leasethird appraiser.

Option to Extend. Provided Tenant shall have the right and option to extend the Lease (the "Renewal Option") for TWO (2) additional periods of THREE (3) YEARS each (the "Renewal Lease Terms") (a separate notice is required for each Renewal Lease Term); provided, however, such Renewal Option is contingent upon the following (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder default at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option to extend the Original Term for three (3) successive periods of five (5) years each (the "Extension Term(s)"). The Extension Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original Term or, if applicable, the Extension Term, gives Landlord written notice of Tenant's desire intention to extend exercise the Original Term or, if applicable, the Extension Term, and Renewal Option; (ii) delivering upon the Expiration Date or the expiration of any Renewal Lease Term, Tenant has no outstanding default; (iii) no event has occurred that upon notice or the passage of time would constitute a default; and (iv) Tenant is occupying the Premises. Tenant shall exercise each Renewal Option by giving Landlord written notice at least THREE HUNDRED SIXTY-FIVE (365) days prior to the Expiration Date or the last day of any Renewal Lease Term. If Tenant fails to give such notice to Landlord within fifteen prior to said THREE HUNDRED SIXTY-FIVE (15365) business days of receipt of day period, then Tenant shall forfeit the Rent AdjustmentRenewal Option. If Tenant exercises the Renewal Option, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustmentthen during any such Renewal Lease Term, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option respective rights, duties and obligations shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting be governed by the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Option to Extend. Provided (i) that, and for only so long as the Tenant (as used is not then in this Section 16.16default beyond any applicable notice and cure period, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11Landlord will, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option to extend the Original Term for three (3) successive periods of five (5) years each (the "Extension Term(s)"). The Extension Term shall be upon the same terms request in writing by the Tenant given at least nine (9) months and conditions contained in the Lease during the initial Lease Term not more than twelve (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (1612) months prior to the expiration of the Original then current Term orof this Lease, if applicable, grant to the Extension Term, written notice of Tenant's desire Tenant the right to extend the Original Term or, if applicable, the Extension Term, and of this Lease for one (ii1) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a further period of ten five (105) days to resolve years, on the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the same terms and conditions of as the Extension TermLease except that there shall be no further option to extend and there shall be no Base Building Work, no fixturing period and no Inducement or rent-free period. The Minimum Annual annual Basic Rent for the applicable Extension Term extension term shall be an amount equal the prevailing fair market basic rent 120 days prior to the Minimum Annual Rent commencement of such extension term for similar premises of similar size, quality, use and location and LEED accreditation in downtown Ottawa, without deduction or allowance for or consideration of any tenant inducements, leasehold improvement allowances, rent-free periods, lease takeovers, turnkey or “build-to-suit” arrangements or other concessions or inducements then being quoted offered or given by Landlord landlords for similar premises in downtown Ottawa as aforesaid to prospective tenants of achieve such rental (the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions“Extension Annual Basic Rent”). The Minimum Monthly Extension Annual Basic Rent shall be an amount equal mutually agreed to one-twelfth by the Landlord and the Tenant at least ninety (1/1290) days prior to the commencement of the Minimum Annual Rent for extension term, failing which the Extension Term and Annual Basic Rent shall be paid at determined by arbitration by a single arbitrator acting under the same time provisions of the Arbitration Act, 1991 (Ontario) and in accordance with this Subsection 9. The Tenant covenants and agrees to execute an extension and amending agreement prepared by the same manner as provided in Landlord (and agreed to by the LeaseTenant, acting reasonably) to give effect to the foregoing for each extension term.

Option to Extend. Provided that Lessee has not assigned Lessee's ---------------- interest in the Lease or subleased the Premises (ior any portion thereof, excepting paragraph 67 herein) Tenant (as used in this Section 16.16and subject to the conditions of paragraph 39 under the Lease, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11Lessee, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option to extend ("Option to Extend") the Original Term of the Lease for three one (31) successive periods period of five (5) years each ("Second Extended Term") on the terms and conditions provided herein, except with regard to the amount of the Base Rent and adjustments, as described below. Lessee shall exercise the Option to Extend, if at all, by giving written notice (the "Extension Term(s)"). The Extension Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original TermOption Notice") except to Lessor at least six (i6) months, but no more than twelve (12) months prior to the expiration date of the Extended Term of this provision Lease. If Lessee fails to exercise the Option to Extend by giving five the Option Notice to Lessor on or before a date which is twelve (512) extension options shall be amended months to reflect the remaining options to extend, if any and six (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (166) months prior to the expiration of the Original Term or, if applicableExtended Term, the Extension TermOption to Extend will be deemed to have been waived by Lessee. If Lessee is in default under the terms and provisions of the Lease on the date of giving the Option Notice, written notice of Tenant's desire to extend and such default is not cured within the Original Term or, if applicableapplicable cure period, the Extension Option Notice, at Lessor's sole election, shall be totally ineffective; and if Lessee is in default of any terms or provisions of the Lease on the date the Second Extended Term is to commence, which default is not cured within the applicable cure period, then at Lessor's sole election, the Second Extended Term shall not commence and this Lease shall expire at the termination of the Extended Term of this Lease. The Base Rent payable by Lessee to Lessor at the commencement of the Extended Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment adjustments to the Lease reflecting Base Rent during the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Extended Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building prevailing market rental rate and adjustments for space of comparable size equivalent quality, size, utility and quality and location with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) length of the Minimum Annual Rent for the Extension Extended Term and shall the credit standing of Lessee to be paid taken into account, as agreed to by Lessor and Lessee; as hereinafter provided but in any event not less than the Base Rent payable at the same time and in expiration of the same manner as provided in the LeaseExtended Term.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option to extend renew the Original Term of this Lease for three one (31) successive periods additional ten (10) year term (the "Extended Term"). The Basic Rent for the Extended Term shall be Fair Market Rent including annual increases provided in Section 3B of this Lease as reflected in the determination of Fair Market Rent as provided herein. Fair Market Rent shall be defined to be rent for first class well maintained mid-rise office projects located proximate to the Palo Alto, Menlo Park, Redwood City, Redwood Shores, San Mateo, Fostxx Xxxy marketplace and that have on-building freeway visible signage, including the most recent comparable leases Landlord has consummated with other tenants at the Complex. Should Landlord and Tenant be unable to agree upon the Fair Market Rent within twenty-one (21) days of Landlord's timely receipt of Tenant's written notice as required herein, then Tenant may elect to either (i) revoke its written notice and have the lease expire at the end of the Term as provided in this Lease or (ii) notify Landlord within five (5) years each (days that it elects to set the "Extension Term(s)")Fair Market Rent by appraisal. The Extension Term Tenant's failure to so timely notify Landlord as provided above shall be upon the same terms and conditions contained in deemed to be Tenant's election to have the Lease during expire at the initial Lease Term end of the Term. Following such election to set the Fair Market Rent by appraisal, each party, within fifteen (15) days at its cost and by giving notice to the "Original Term"other party, shall appoint a licensed real estate appraiser (MAI) except (i) this provision giving with at least five (5) extension options years' full-time commercial appraisal experience in the area in which the Premises are located to determine the Fair Market Rental as specified above. If a party does not appoint an appraiser within fifteen (15) days, the single appraiser appointed shall be amended the sole appraiser and shall set the Fair Market Rent for the extended Term. If the two appraisers are appointed by the parties as stated in this paragraph, they shall meet promptly and attempt to reflect set the remaining options Fair Market Rent for the extended term. If they are unable to extendagree within twenty (20) days after the second appraiser has been appointed, if any and they shall select a third appraiser meeting the qualifications stated in this paragraph within ten (ii10) days after the Minimum Annual Rent last day the two appraisers are given to set the Fair Market Rent. The cost of said third appraiser shall be adjusted borne equally by Landlord and Tenant. Within ten (10) days after the selection of the third appraiser, a majority of the appraisers shall set the Fair Market Rent for the Extended Term. If a majority of the appraisers are unable to set the Fair Market Rent within the stipulated period of time, then the two (2) closest appraisals shall be added together and their total divided by two (2); and shall be the initial Basic Rent for the Premises for the first twelve (12) months of the Extended Term subject to CPI adjustments as set forth below (in the "Lease. In no event shall Fair Market Rent Adjustment")be less than the Basic Rent paid in the last month of the primary Term of the Lease as increased by the CPI. Said Basic Rent as set by the appraisers shall be binding upon the parties hereto and the Lease shall remain in effect through the Extended Term. Tenant shall have no other right to extend the Lease beyond the Extended Term herein granted. Tenant shall thereafter notify Landlord of its desire to exercise such option by within a minimum of nine (i9) delivering to Landlord, no later than sixteen months and a maximum of twelve (1612) months prior to the expiration date of the Original Term orprimary lease Term. This option shall be void, at Landlord's option, if applicableTenant has been chronically delinquent as defined in Section 13# of this Lease, or is in default at the time of exercise or at any time subsequent to Tenant giving timely notice up to commencement of the Extended Term. This option is personal to Tenant and may not be assigned or transferred without Landlord's expressed written consent which may be withheld in Landlord's sole and absolute discretion. TIME IS OF THE ESSENCE. Except for adjustments to the Basic Rent, the Extension Term, written notice of Tenant's desire to extend Extended Term shall be on the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the same terms and conditions as the primary Term of the Extension Lease. OPT shall continue to be chargeable to Tenant during the Extended Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option right to extend the Original Term term of its occupancy of the Premises for one (1) period of three (3) successive periods of five (5) years each years, commencing on October 1, 2008 and ending on September 30, 2011 (the "“ Extension Term(s)"Term”). The Extension Term shall be upon the same terms terms, covenants and conditions contained as in the Lease during the initial Lease Term (the "Original Term") Lease, except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual that Base Rent shall be adjusted the Fair Market Base Rent for the Premises as set forth below (of the "Rent Adjustment")date that the Extension Term commences. “Fair Market Base Rent” shall mean that net annual base rent per rentable square foot of the Premises as of the commencement of the Extension Term that a willing credit-worthy tenant would pay and a willing landlord would accept in an arms length bona fide negotiation for space comparable to the Premises in condition, quality, size and location in the Minneapolis, Minnesota area, with neither party under a compulsion for the appropriate term. Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration notify Landlord of the Original Term or, if applicable, the Extension Term, written notice of Tenant's its desire to extend the Original Term or, if applicable, term for the Extension TermTerm by notifying Landlord in writing no later than April 1, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be2008. In the case of a notice disputing the Rental AdjustmentUpon such notification, Landlord and Tenant shall mutually work together for make a period of ten (10) days to resolve the dispute and, if unable good faith effort to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration Fair Market Base Rent of the Rental Adjustment Premises for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual In the event that Landlord and Tenant fail to agree upon the Fair Market Base Rent for by June 1, 2008, then Tenant’s extension right shall automatically terminate and the applicable Extension Term Lease shall terminate effective as of September 30, 2008. This extension right is personal to Tenant and may not be assigned. Upon an amount equal assignment of the Lease by Tenant, this Section is null and void. Tenant currently leases 32,735 square feet from Landlord, pursuant to a lease dated September 3, 2002 (as amended, the “Northgate Lease”), of the office/warehouse property known as “Northgate I,” located at 0000 Xxxxxxxx Xxxxx, Xxxxx Xxxxx, XX (the “Northgate Property”). If Tenant extends the term of the Lease pursuant to this Section 1.9, Tenant may then elect to terminate this Lease (the “Early Termination Option”) as of January 15, 2010 (the “Early Termination Date”), by giving Landlord prior written notice on or before November 3, 2009 (“Tenant’s Early Termination Notice”). Tenant’s right to exercise this Early Termination Option is conditioned on: (a) Tenant having first irrevocably extended and expanded the Northgate Lease, such that Tenant is the sole tenant of the Northgate Property effective on or before the Early Termination Date; (b) Tenant having paid Landlord all amounts due and owing under the Lease; (c) there being no uncured Event of Default at the time of exercise of the Early Termination Option or on the Early Termination Date; and (d) Tenant not having vacated the Premises, or having subleased or assigned its interest under the Lease, as of the date of exercise of the Early Termination Option or on the Early Termination Date. If this Early Termination Option is timely exercised, Tenant will deliver possession of the Premises to Landlord on the Early Termination Date in accordance with the terms of this Lease and all other terms will apply as if this Lease had expired according to its terms, including Tenant’s Share of Expenses attributable to periods prior to the Minimum Annual Rent then Early Termination Date at such time as such obligation is determined. If Tenant fails to timely give notice, Tenant will be deemed to have waived its right to terminate pursuant to this Section. This limited termination right is personal to Tenant (and not to any assignee or subtenant) and may not be assigned, it being quoted agreed such right is not appurtenant to the Premises or this Lease; upon an assignment or sublease by Landlord to prospective tenants of the Building for space of comparable size Tenant, this Section is null and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leasevoid.

Option to Extend. Provided Lessor hereby grants to Lessee an option (the “Option”) to extend the term of the Lease, for an additional period of three (3) years (the “Option Term”). The Option must be exercised, if at all, by written notice (an “Option Notice”) delivered by Lessee to Lessor not later than six (6) months prior to the end of the term then in effect. Further, the Option shall not be deemed to be properly exercised if, as of the date of the Option Notice or at the end of the term then in effect, Lessee (i) Tenant (is in default under the Lease, which default has not been cured as used of the date in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this optionquestion, (ii) the creditworthiness has assigned all or any portion of Tenant is no less than on the date hereofthis Lease or its interest therein except in a transaction that does not require Lessors consent, or (iii) Tenant originally named herein remains in possession of all has sublet fifty percent (50%) or substantially all more of the Leased PremisesPremises except in a transaction that does not require Lessor’s consent. Provided Lessee has properly and timely exercised the Option, Tenant the term of the Lease shall be extended by the Option Term, and all terms, covenants and conditions of the Lease shall remain unmodified and in full force and effect, except that (y) Lessee shall pay initial base rent determined as set forth below in this paragraph, and (z) after the exercise of the Option, Lessee shall have no options remaining. Lessor shall have no obligation whatsoever in connection with any extension of the option term of this Lease to extend remodel, alter or improve the Original Premises for use by Lessee, to provide any improvement or construction allowance to Lessee, or to pay or reimburse Lessee for any remodeling, alterations or improvements to the Premises. The initial base rent during the Option Term shall be ninety-five percent (95%) of the fair market rental value of the Premises as of the commencement of the Option Term, determined as provided below. As used herein, “fair market rental value” shall mean the projected prevailing rental rate as of the first day of the Option Term for three similar commercial space improved or presumed to be improved with Lessee improvements of substantially similar age, quality and layout as then existing in the Premises and situated in similar office buildings in the Sierra Point area of San Mateo County, including without limitation annual increases in the base rent, taking into account all relevant factors, including term, the presence or absence of leasing commissions, and the presence or absence of tenant concessions. Promptly after delivery of the Option Notice, Lessor and Lessee shall meet and confer and attempt to agree upon the fair market rental value of the Premises. If they are notable to agree, either party may give written notice to the other that the fair market rental value is to be determined by appraisal as provided herein. Within twenty (320) successive periods days following such notice, each party shall by written notice to the other appoint an independent and qualified appraiser. Each of such appraisers shall, within thirty (30) days, following appointment, give written notice to both parties of the appraiser’s determination of fair market rental value. If the determinations of such appraisers are in agreement, the initial base rent for the Option Term shall be ninety-five percent (95%) of the fair market rental value so determined. If the difference between such determinations is five percent (5%) of the higher appraisal or less, the average of the two determinations shall be the fair market rental value. If the difference is more than such percentage, then during the ten-day period following the appraisers’ determinations, Lessor and Lessee shall again meet and confer and attempt to agree upon the fair market rental value of the Premises. If they are not able to agree, the two appraisers shall appoint an independent M.A.I. appraiser with not less than five (5) years each (the "Extension Term(s)"). The Extension Term shall be upon the same terms and conditions contained experience with office leases in the Lease during area in which the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment")building is located. Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of Within thirty (30) daysdays following appointment, the third appraiser shall on written notice to the parties determine the fair market rental value, which determination shall be binding upon the parties. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option Each party shall waive pay the fees and expenses of the appraiser appointed by it and any succeeding option. Landlord shall notify Tenant one-half of the amount fees and expenses of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its optionthird appraiser. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions base rent has not been determined as of the Extension commencement of the Option Term, Lessee shall pay the Base Rent in the amount specified by Lessor until base rent is finally determined. The Minimum Annual Rent for the applicable Extension Term Upon such determination any overpayment or underpayment of base rent shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Leasereconciled.

Option to Extend. (a) Provided that, at the time of each such exercise, (i) Tenant (as used this Lease is in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this optionfull force and effect, (ii) the creditworthiness no Default of Tenant is no less than on shall have occurred and be continuing (either at the date hereoftime of exercise or at the commencement of an Extended Term), and (iii) Tenant originally named herein remains shall not have assigned this Lease or vacated or sublet more than 20,000 rentable square feet in possession the Premises, other than in connection with a transfer for which Landlord’s consent is not required under Article VI (any of all or substantially all of the Leased Premiseswhich conditions described in clauses (i), (ii), and (iii) may be waived by Landlord at any time in Landlord’s sole discretion), Tenant shall have the right and option to extend the Original Term of this Lease with respect to either the entire Premises, or only the portion of the Premises on the second floor, or only the portion of the Premises on the third floor, for three two extended terms (3each an “Extended Term”) successive periods of five (5) years each (the "Extension Term(s)"). The Extension Term shall be upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision by giving five (5) extension options shall be amended written notice to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no Landlord not later than sixteen twelve (1612) months prior to the expiration date of the Original then current Term. The effective giving of such notice of extension by Tenant shall automatically extend the Term or, if applicable, of this Lease for the Extension applicable Extended Term, written and no instrument of renewal or extension need be executed. In the event that Tenant fails timely to give such notice of Tenant's desire to Landlord, or if Tenant shall elect to extend the Original Term orsolely with respect to the second floor space or the third floor space, if then this Lease shall automatically terminate with respect to the remainder of the Premises at the end of the Initial Term, or the first Extended Term, as applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period have no further option to extend the Term of ten (10) days this Lease with respect to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration such portion of the Rental Adjustment for a period of thirty (30) daysPremises. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option Each Extended Term shall waive it and any commence on the day immediately succeeding option. Landlord shall notify Tenant the expiration date of the amount Initial Term, or the expiration of the Rent Adjustment no later than sixty first Extended Term, as applicable, and shall end on the day immediately preceding the fifth (605th) days after receipt anniversary of Tenant's exercise the first day of its optionthe Extended Term. If Tenant properly exercises its option to extend, Landlord and Tenant The Extended Terms shall execute an amendment to the Lease reflecting be on all the terms and conditions of this Lease, except: (i) during the Extension second Extended Term. The Minimum Annual , Tenant shall have no further option to extend the Term, (ii) the Basic Rent for the applicable Extension each Extended Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to oneninety-twelfth five percent (1/1295%) of the Minimum Annual Rent Fair Market Rental Value of the Premises as of the commencement of the Extended Term, taking into account all relevant factors, determined pursuant to paragraph (b) below; and (iii) if Tenant shall elect in such notice of extension to extend the Term for only the Extension Term and second floor space or the third floor space, the Premises thereafter shall be paid at the same time and in the same manner as provided in the Leasesolely refer to such space.

Option to Extend. Provided Subject to the provisions of Article XIX "Landlord's Sale or Transfer," and --------------------------- upon condition that Tenant (i) Tenant is not then in default at the time of the exercise of any option beyond any applicable cure periods, (as used ii) has not been in this Section 16.16default more than two (2) times during the Lease Term beyond any applicable cure periods, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, aboveand (iii) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all default as of the Leased Premisescommencement thereof beyond any applicable cure periods, Landlord grants to Tenant shall have the option to extend the Original Lease Term for three one (31) successive periods period of five (5) years each (the "Extension Term(s)Extended Term"). The Extension Term shall be , all upon the same terms and conditions contained herein contained, except for Minimum Rent, and the extension option granted herein. During the Extended Term, the Minimum Rent for each year of the Extended Terms (12 consecutive months) shall, unless otherwise agreed in writing, be adjusted to the Lease during then prevailing market rate for premises of similar size, location, age and amenities to the initial Lease Term Leased Premises, as mutually determined by Landlord and Tenant in each of their respective reasonable discretions, taking into consideration the Option Period Annual Increases described below, and the fact that this will be an extension or renewal of an existing lease and not a new lease, thereby relieving Landlord of the obligation to pay commissions, tenant improvement allowances and other such concessions and consideration typically required by a new lease (the "Original Fair Market Rent"). Thereafter, during each Lease Year of the Extended Term") except , the Minimum Rent payable by Tenant shall be increased by the greater of: (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend4% per year, if any and or (ii) the Minimum Annual Rent percentage change in the Consumer Price Index (as defined below): For purposes of the foregoing, changes in the Consumer Price Index shall be adjusted calculated as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the Lease.follows:

Option to Extend. Provided (i) Upon the expiration of the Initial Term, if Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at default, Landlord hereby grants to Tenant the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option right to extend the Original Term term of this Lease for three two (32) successive periods additional terms of five (5) years each each. The Tenant shall exercise this option to extend this Lease by giving written notice to Landlord as provided in this Lease at least one hundred thirty-five (135) days prior to the expiration of the then current term. The Rent payable by Tenant to Landlord during this extension shall be as set forth in Article IV below. If Tenant fails to give written notice of extension to Landlord within the time specified, or if this Lease is terminated, any subsequent options to extend shall expire and be of no force or effect. The exercise of any option to extend shall be ineffective if Tenant is in default on the last day of the prior term. The Initial Term and any extended term may hereinafter be referred to as the "Extension Term(s)Demised Term". In the event, Tenant is then leasing the Premises, and Tenant is not then in default of this Lease, and Landlord decides to sell the Building, Tenant has the right to purchase Building ("Refusal Option") pursuant to the following procedures: Upon notification in writing by Landlord to Tenant that an acceptable bona fide offer to purchase the Building or an acceptable bona fide letter of intent, ("Offer") has been received, Tenant shall have ten (10) calendar days thereafter in which to notify Landlord in writing of its election to purchase the Building at such purchase price and other terms contained in the Offer ("Tenant's Offer"). The Extension Term If Tenant timely notifies Landlord in writing that it is exercising the Refusal Option, Landlord and Tenant shall be execute a Purchase Agreement within five (5) calendar days after Tenant's exercise of the Refusal Option upon the same terms and conditions contained in the Lease during Offer or if the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extendOffer did not include a purchase agreement, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original Term or, if applicable, the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord then within fifteen (15) business days of calendar days. Tenant's Offer is contingent upon receipt of the Rent Adjustmenta satisfactory title commitment, written notice of its rejection thereof (survey, Phase I environmental report and appraisal which rejection shall terminate be paid for by Tenant's option to extend), or that Tenant disputes Landlord's determination of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days be deemed to resolve have waived such contingencies unless the dispute and, if unable to agree upon the Rental Adjustment transaction is terminated in writing by Tenant within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, days after Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of Refusal Option. Tenant shall close the Rent Adjustment no later than sixty transaction within the time stated in the Offer or if none, within five (605) days after receipt by Tenant of Tenant's exercise the later of its optionthe title commitment, survey, Phase I environmental report or appraisal ("Closing Date"). If Tenant properly exercises its option fails to extendtimely execute a Purchase Agreement or fails to close the transaction on or before the Closing Date, then Landlord shall be free to sell the Building. The conveyance documents, closing costs, prorations and Tenant other terms of the transaction shall execute an amendment to the Lease reflecting be in strict accordance with the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the LeaseOffer.

Option to Extend. Provided (i) Whether Tenant (has or has not leased the ---------------- Borregas Premises as used in this Section 16.16of February 15, the term "Tenant" shall also include any Permitted Transferee 1995, and provided that succeeds to Tenant's interest under Article 11, above) Tenant is not in Default hereunder at the time it exercises default of any terms of this optionLease, Tenant (ii) the creditworthiness but not a sublessee or assignee of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains unless a successor corporation as described in possession of all or substantially all Section 28 of the Leased Premises, Tenant Lease) shall have the option to extend lease the Original Term Building and Property for three a term of six and one half (3) successive periods of five (56 1/2) years each (the "Extension Term(s)Option Term"). The Extension Option Term shall be upon commence as soon as the same terms Borregas Premises are vacated by Cermetek and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options are prepared for occupancy by Tenant. The option shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option exercised by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original Term or, if applicable, the Extension Term, giving Landlord written notice of Tenant's desire irrevocable exercise of the Option Term not later than May 15, 1994 nor sooner than February 15, 1994 ("Tenant's Notice"). All terms and conditions of this Lease shall apply to extend the Original Option Term or, if applicableexcept that the initial monthly rent payable pursuant to Section 5 hereof shall be the Fair Market Rent as hereinafter defined or Twenty-One Thousand Eight Hundred Sixty-Two Dollars and 00/100 ($21,862) whichever is greater. For all purposes under the Lease during the Option Term, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt Premises shall consist of the entire "Property," as defined in the Lease,and only those portions of the "Common Area," as defined in the Lease, which are outside the Building shall be deemed to be Common Area during the Option Term. All areas of the Building defined as part of the Common Area in the Lease shall be part of the Premises and Tenant shall be obligated to maintain such Premises in the manner set forth in Section 19 of the Lease. Fair Market Rent Adjustment, written notice is to be determined in accordance with this paragraph 4. Fair Market Rent shall be the fair rental value of its rejection thereof (which rejection shall terminate the Building as compared to the fair rental value being obtained under new leases at the time Landlord receives Tenant's option to extend), Notice on comparable buildings for leases with a term of six years or that Tenant disputes Landlord's determination of the Rental Adjustment more and shall include Tenant's good faith determination periodic increases in rent based either on an established schedule, increases in the consumer price index or periodic reviews to market, whichever measure is then the custom between Landlords and Tenants in the Santa Xxxxx Valley. The Fair Market Rent and method of what determining the Rental Adjustment should be. In the case periodic increases shall be determined by agreement of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless days of receipt by Landlord otherwise agrees in writing, of Tenant's failure to timely exercise Notice, or in the absence of such option agreement, by a real estate appraiser with at least five years full time appraisal experience in the area where the Building is located who shall waive it and any succeeding option. be selected by Landlord shall notify with reasonable approval of Tenant of the amount of the Rent Adjustment no later than sixty within forty-five (6045) days after receipt by Landlord of Tenant's exercise of its optionnotice. If Tenant properly exercises its option to extend, Landlord and Tenant Said appraiser shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term make a determination which shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements binding on each party as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner soon as provided in the Leasereasonably possible after such appraiser's selection.

Option to Extend. Provided (ia) If Tenant expands the New Premises and is leasing the entire sixteenth (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above16th) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all floor of the Leased PremisesBuilding, then subject to the provisions hereinafter set forth, Landlord hereby grants to Tenant shall have the one (1) option to extend the Original Term Lease Term, for three (3) successive periods a period of five (5) years each (the "Extension Term(s)"). The Extension Term shall be upon “Renewal Period”) after the same terms and conditions contained in the Lease during expiration of the initial Lease Term Term. The Renewal Period, if any, shall commence on the day after the Lease Expiration Date and end on the fifth (5th) anniversary of such Lease Expiration Date. The option shall be exercisable by written notice (the "Original Term"“Renewal Notice”) except from Tenant to Landlord given not earlier than eighteen (i18) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no months or later than sixteen twelve (1612) months prior to the expiration end of the Original Lease Term oras then in effect. If an option is not so exercised, said option shall thereupon expire. Tenant may only exercise an option, and an exercise thereof shall only be effective, if applicable, (i) at the Extension Term, written notice time of Tenant's desire to extend ’s exercise of said option and, at Landlord’s option, at the Original Term orcommencement of the Renewal Period, if applicable, the Extension Termthis Lease is in full force and effect and Tenant is not in monetary default under this Lease beyond any applicable notice and cure period, and (ii) delivering to Landlord within fifteen (15) business days of receipt inasmuch as said option is intended only for the benefit of the Rent Adjustmentoriginal Tenant named in this Lease and a CRA Affiliate and CRA Successor, written notice of its rejection thereof Tenant has not assigned this Lease or sublet more than thirty percent (which rejection shall terminate Tenant's option to extend), or that Tenant disputes Landlord's determination 30%) of the Rental Adjustment and shall include Premises on a square footage basis other than to a CRA Affiliate or CRA Successor at the time of Tenant's good faith determination ’s exercise of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute such option and, if unable to agree upon at Landlord’s option, at the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration commencement of the Rental Adjustment for a period Renewal Period. Without limitation of the foregoing, no sublessee or assignee shall be entitled to exercise said option and, at the option of Landlord, no exercise of said option by the original Tenant named herein shall be effective, in the event said Tenant assigns this Lease or subleases all or more than thirty percent (30%) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment Premises prior to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal Expiration Date other than to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar a CRA Affiliate or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the LeaseCRA Successor.

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not then in Default hereunder at default, nor has ever been in material default of this Lease, and is then occupying the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the option to extend this Lease for an additional sixty (60) months at the Original Term then market rate for three (3) successive periods of five (5) years each (office space in the "Extension Term(s)")Building. The Extension Term Such option to extend shall be upon exercisable by Tenant providing no less than nine (9) months written notice to Landlord of its desire to extend this Lease. Landlord and Tenant shall agree to execute a lease amendment evidencing the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) of such extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen six (166) months prior to the expiration Expiration Date of this Lease. If such Lease extension is not executed by Tenant and Landlord by the date that is six (6) months prior to the Expiration Date, this option to extend shall be null and void. EXHIBIT G LEASE GUARANTY The undersigned Guarantor, in consideration of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and of the Original Term orleasing by MASSACHUSETTS MUTUAL LEFE INSURANCE COMTANY, if applicablea Massachusetts corporation, as Landlord, to MEGO MORTGAGE CORPORATION, a Delaware corporation, as Tenant, of certain premises located at 1000 Xxxxxxxx, Xxxxxx 000 xxx 000, Xxxxxxx, Xxxxxxx, xxrsuant to and as defined in a lease entitled Office Lease between them dated on or about this date (herein as amended or modified called the Extension Term, written notice of Tenant's desire to extend the Original Term or, if applicable, the Extension Term, and (ii) delivering to Landlord within fifteen (15) business days of receipt of the Rent Adjustment, written notice of its rejection thereof (which rejection shall terminate Tenant's option to extend"Lease"), or that Tenant disputes Landlord's determination does hereby unconditionally guarantee the payment of the Rental Adjustment and shall include Tenant's good faith determination of what the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustment, Landlord and Tenant shall mutually work together for a period of ten (10) days to resolve the dispute and, if unable to agree upon the Rental Adjustment within said period, Landlord and Tenant shall in good faith participate in non-binding arbitration of the Rental Adjustment for a period of thirty (30) days. Unless Landlord otherwise agrees in writing, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant of the amount of the Rent Adjustment no later than sixty (60) days after receipt of Tenant's exercise of its option. If Tenant properly exercises its option to extend, Landlord and Tenant shall execute an amendment to the Lease reflecting the terms and conditions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free all rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) charges and the performance by Tenant of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in all of its obligations under the Lease.. And the Guarantor further covenants and agrees with Landlord, as follows:

Option to Extend. Provided (i) Tenant (as used in this Section 16.16, the term "Tenant" shall also include any Permitted Transferee that succeeds to Tenant's interest under Article 11, above) is not in Default hereunder at the time it exercises this option, (ii) the creditworthiness of Tenant is no less than on the date hereof, (iii) Tenant originally named herein remains in possession of all or substantially all of the Leased Premises, Tenant shall have the an option to extend the Original Term this Lease for three an additional term (3hereinafter referred to as “First Extended Term”) successive periods of five (5) years each (the "Extension Term(s)"). The Extension Term shall be commencing immediately upon the same terms and conditions contained in the Lease during the initial Lease Term (the "Original Term") except (i) this provision giving five (5) extension options shall be amended to reflect the remaining options to extend, if any and (ii) the Minimum Annual Rent shall be adjusted as set forth below (the "Rent Adjustment"). Tenant shall exercise such option by (i) delivering to Landlord, no later than sixteen (16) months prior to the expiration of the Original initial term of this Lease and terminating at the end of the 59th calendar month after the month in which the First Extended Term orbegins, if applicableprovided that Tenant proceeds strictly in accordance with the provisions of this Section XLVIII. During the month of June, the Extension Term2017, written notice of Tenant's desire Tenant shall advise Landlord in writing that Tenant wishes to extend the Original Term orterm of this Lease for the First Extended Term. If at the time Landlord receives Tenant’s Extension Notice this Lease is in full force and effect without default on the part of the Tenant beyond any notice and applicable cure period, if applicablethen, during the Extension Termmonth of July, and (ii) delivering to 2017, Landlord within fifteen (15) business days of receipt shall notify Tenant in writing of the Rent Adjustmentpursuant to Section IV of the Lease which shall be due for the First Extended Term. The Rent specified by Landlord shall be that which the Landlord projects will be the fair market rent as of the commencement of the First Extended Term, written but in no event less than Eleven and Fifteen one-hundredths Dollars ($11.15) per rentable square foot. Within three (3) weeks after Landlord has given Tenant notice of its rejection thereof (which rejection the Rent pursuant to Section IV of this Lease for the First Extended Term in accordance with the terms hereof, Tenant shall notify Landlord whether or not it agrees to pay such rent. If Tenant shall agree in writing to pay such rent, then this Lease shall be extended for the First Extended Term without the execution of any additional documents, and each and every term and condition of this Lease shall apply during the First Extended Term except only that the rent specified in Section IV of this Lease during the First Extended Term shall be that agreed upon by Landlord and Tenant, and the phrase “term of this Lease” shall be construed to mean the First Extended Term of this Lease. If Tenant shall not agree in writing to pay such rent, this Lease shall terminate Tenant's option to extend)as provided in Section III of this Lease and Tenant shall vacate the premises on or before such date in accordance with the provisions of this Lease, or unless Tenant shall have advised Landlord in writing within three (3) weeks of Landlord’s notice that Tenant disputes Landlord's exercises its right to submit the determination of rent for the Rental Adjustment and shall include First Extended Term to the arbitration process described hereinafter. Within the first thirty (30) days after Tenant's good faith determination of what ’s election to submit the Rental Adjustment should be. In the case of a notice disputing the Rental Adjustmentissue to arbitration, Landlord and Tenant shall mutually work together each select an independent real estate broker, who must have at least ten years experience in the 000 Xxxxx Xxxxxxxxxx Xxxxxx to render a written opinion of the rent under Section IV which shall be due during the First Extended Term, which written opinions shall set forth the fair market rent for comparable premises in the 000 Xxxxx Xxxxxxxxxx Xxxxxx (taking into consideration relevant concessions and costs provided for and incident to comparable transactions) and shall be rendered within the next thirty (30) day period. If the rental rates set forth in the two opinions are within ten percent (10%) of each other, the average of the two amounts shall be the rent for the First Extended Term; if the rental rates set forth in the two opinions are not within ten percent (10%) of each other, the two independent real estate brokers shall select a third real estate broker, with the same experience qualification described herein who within the next thirty (30) days shall select which of the two initial amounts shall constitute the fair market rent for the First Extended Term. Whether the rental rate is that determined by the average of the two opinions, or by the third real estate broker, that determination shall be conclusive and binding upon Landlord and Tenant, and the lease shall be extended for the First Extended Term without the execution of any additional documents, provided that in no event however shall the rent under Section IV during the First Extended Term be less than Eleven and Fifteen one-hundredths Dollars ($11.15) per rentable square foot. If Tenant shall fail to give Landlord written notice in June, 2017 as hereinbefore specified, Tenant shall no right to extend this Lease for the First Extended Term, and this Lease shall terminate as provided in Section III of this Lease and Tenant shall vacate the premises on or before such date in accordance with the provisions of this Lease. Tenant shall have an option to extend this Lease for an additional term (hereinafter referred to as “Second Extended Term”) commencing immediately upon the expiration of the First Extended Term hereof and continuing for a period of ten 59 months, provided that Tenant proceeds strictly in accordance with the provisions of this Section XLVIII. During the month of June 2022, Tenant shall advise Landlord in writing that Tenant wishes to extend the term of this Lease (10hereinafter referred to as “Tenant’s Second Extension Notice”). If at the time Landlord receives Tenant’s Second Extension Notice this Lease is in full force and effect without default on the part of the Tenant beyond any notice and applicable cure period, then, during the month of July, 2022, Landlord shall notify Tenant in writing of the Rent pursuant to Section IV of the Lease which shall be due for the Second Extended Term. The Rent specified by Landlord shall be that which the Landlord projects will the fair market rent as of the commencement of the Second Extended Term, but in no event less than the Rent due pursuant to Section IV of this Lease during the last year of the First Extended Term of this Lease per rentable square foot. Within three (3) weeks after Landlord has given Tenant notice of the Rent pursuant to Section IV of this Lease for the Second Extended Term, Tenant shall notify Landlord whether or not it agrees to pay such rent. If Tenant shall agree in writing to pay such rent, then this Lease shall be extended for the Second Extended Term without the execution of any additional documents, and each and every term and condition of this Lease shall apply during the Second Extended Term except only that the rent specified in Section IV of this Lease during the Second Extended Term shall be that agreed upon by Landlord and Tenant, and the phrase “term of this Lease” shall be construed to mean the Second Extended Term of this Lease. If Tenant shall not agree in writing to pay such rent, this Lease shall terminate on termination date of First Extended Term and Tenant shall vacate the premises on or before such date in accordance with the provisions of this Lease, unless Tenant shall have advised Landlord in writing within three (3) weeks of Landlord’s notice that Tenant exercises its right to submit the determination of rent for the Second Extended Term to the arbitration process described hereinafter. Within the first thirty (30) days after Tenant’s election to resolve submit the dispute and, if unable issue to agree upon the Rental Adjustment within said periodarbitration, Landlord and Tenant shall each select an independent real estate broker, who must have at least ten years experience in good faith participate in non-binding arbitration the 000 Xxxxx Xxxxxxxxxx Xxxxxx to render a written opinion of the Rental Adjustment rent under Section IV which shall be due during the Second Extended Term, which written opinions shall set forth the fair market rent for a period of comparable premises in the 000 Xxxxx Xxxxxxxxxx Xxxxxx (taking into consideration relevant concessions and costs provided for and incident to comparable transactions) and shall be rendered within the next thirty (30) daysday period. Unless Landlord otherwise agrees If the rental rates set forth in writingthe two opinions are within ten percent (10%) of each other, Tenant's failure to timely exercise such option shall waive it and any succeeding option. Landlord shall notify Tenant the average of the amount two amounts shall be the rent for the Second Extended Term; if the rental rates set forth in the two opinions are not within ten percent (10%) of each other, the two independent real estate professionals shall select a third real estate broker, with the same experience qualification described herein who within the next thirty (30) days shall select which of the Rent Adjustment two initial amounts shall constitute the fair market rent for the Second Extended Term. Whether the rental rate is that determined by the average of the two opinions, or by the third real estate broker, that determination shall be conclusive and binding upon Landlord and Tenant, and the lease shall be extended for the Second Extended Term without the execution of any additional documents, provided that in no later event shall the rent under Section IV during the Second Extended Term be less than sixty (60) days after receipt the per rentable square foot rent during the last year of Tenant's exercise of its optionthe First Extended Term. If Tenant properly exercises its option shall fail to extendgive Landlord written notice in June, Landlord 2022 as hereinbefore specified, Tenant shall no right to extend this Lease for the Second Extended Term, and this Lease shall terminate on the termination date of the First Extended Term and Tenant shall execute an amendment to vacate the Lease reflecting premises on or before such date in accordance with the terms and conditions provisions of the Extension Term. The Minimum Annual Rent for the applicable Extension Term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. The Minimum Monthly Rent shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the Extension Term and shall be paid at the same time and in the same manner as provided in the this Lease.