Common use of Determination of Fair Market Rental Rate Clause in Contracts

Determination of Fair Market Rental Rate. In connection with the determination of the BASE RENT for the EXTENDED TERM under this LEASE, the parties shall have thirty (30) days after LANDLORD receives the notice of exercise of TENANT’s option to extend the lease term in which to agree on a fair market rental rate for the PREMISES for the EXTENDED TERM. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during such thirty (30) day period, then each party shall make, and submit to the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM within ten (10) days of the expiration of such thirty (30) day period, and the determination of such BASE RENT for the EXTENDED TERM shall be submitted to arbitration as hereinafter provided: Within such ten (10) day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten (10) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties in the area in which the PREMISES are located. The arbitrator’s determination of the fair market rental value shall be final and conclusive and shall be limited solely to the issue of whether LANDLORD’s or TENANT’s submitted BASE RENT for the EXTENDED TERM, as applicable, is the closest to such arbitrator’s determination of fair market rental value, and such party’s BASE RENT for the EXTENDED TERM shall be the BASE RENT for the EXTENDED TERM. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination within thirty (30) days of his or her appointment. If LANDLORD and TENANT are unable to reach an agreement upon and appoint a single arbitrator, then the appointment of the arbitrator shall be made by the Presiding Judge of the Superior Court of Los Angeles County, or, if he or she refuses to act, by any State or Federal judge sitting in the County of Los Angeles.

Determination of Fair Market Rental Rate. In connection with If Tenant timely and appropriately objects to the determination Fair Market Rental Rate, Landlord and Tenant shall attempt to agree upon the Fair Market Rental Rate, using reasonable good-faith efforts. If Landlord and Tenant fail to reach agreement on or before the date which is five (5) months prior to the expiration of the BASE RENT for Term or the EXTENDED TERM under this LEASEimmediately preceding Option Term, the parties shall have thirty as applicable (30) days after LANDLORD receives the notice of exercise of TENANT’s option to extend the lease term in which to agree on a fair market rental rate for the PREMISES for the EXTENDED TERM. If the parties agree on the fair market rental rate for the EXTENDED TERM during that periodeach such date, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during such thirty (30) day period“Outside Agreement Date”), then each party shall makemake a separate determination of the Fair Market Rental Rate within five (5) business days after the applicable Outside Agreement Date, and submit to such determinations shall be exchanged with each other in sealed envelopes at a meeting held within two (2) business days after such 5-business day period. If neither party accepts the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM within ten (10) days ’s determination of the expiration of such thirty (30) day periodFair Market Rental Rate, and if Tenant at that time fails to rescind its option to renew (which Tenant shall have the determination right to do by notice to Landlord given prior to submittal to arbitration), then such determinations of such BASE RENT for the EXTENDED TERM Fair Market Rental Rate shall be submitted to arbitration as hereinafter provided: Within such ten in accordance with Sections 2.3(d)(i) through 2.3(d)(v) below. (10i) day period, LANDLORD Landlord and TENANT Tenant shall agree on a single each appoint one arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, shall be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten five (105) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial industrial properties in the Irvine area in which the PREMISES are Premises is located. The arbitrator’s determination of the fair market rental value shall be final and conclusive and arbitrators shall be limited solely to the issue of whether LANDLORDLandlord’s or TENANTTenant’s submitted BASE RENT for the EXTENDED TERM, as applicable, Fair Market Rental Rate is the closest to the actual Fair Market Rental Rate, as determined by the arbitrators, taking into account the requirements of this Lease. Each such arbitrator’s determination of fair market rental value, and such party’s BASE RENT for the EXTENDED TERM arbitrator shall be appointed within fifteen (15) days after the BASE RENT for the EXTENDED TERMapplicable Outside Agreement Date. Landlord and Tenant may consult with their selected arbitrators prior to appointment and may select an arbitrator who is favorable to their respective positions. The arbitrators so selected by Landlord and Tenant shall be deemed “Advocate Arbitrators.” (ii) The two (2) Advocate Arbitrators so appointed shall be specifically required pursuant to an engagement letter within ten (10) days of the date of the appointment of the last appointed Advocate Arbitrator to agree upon and appoint a third arbitrator (“Neutral Arbitrator”) who shall reach such a decision be qualified under the same criteria set forth in Section 2.3(d)(i) for qualification of the two Advocate Arbitrators except that neither the Landlord or Tenant or either parties’ Advocate Arbitrator may, directly or indirectly, consult with the Neutral Arbitrator prior or subsequent to his or her appearance. The Neutral Arbitrator shall be retained via an engagement letter jointly prepared by Landlord’s counsel and notify LANDLORD and TENANT of such determination Tenant’s counsel. (iii) The three (3) arbitrators shall within thirty (30) days of his or her appointment. If LANDLORD and TENANT are unable to reach an agreement upon and appoint a single arbitrator, then the appointment of the arbitrator Neutral Arbitrator reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted Fair Market Rental Rate, and shall notify Landlord and Tenant thereof. Whichever Fair Market Rental Rate is selected by the arbitrators shall become the then applicable Fair Market Rental Rate. The decision of the majority of the three (3) arbitrators shall be made by binding upon Landlord and Tenant. (iv) If either Landlord or Tenant fails to appoint an Advocate Arbitrator within fifteen (15) days after the Presiding Judge applicable Outside Agreement Date, then either party may petition the presiding judge of the Superior Court of Los Angeles CountyOrange County to appoint such Advocate Arbitrator subject to the criteria in Section 2.3(d)(i), or, or if he or she refuses to act, by either party may petition any State or Federal judge sitting in having jurisdiction over the County parties to appoint such Advocate Arbitrator. (v) If the two (2) Advocate Arbitrators fail to agree upon and appoint the Neutral Arbitrator, then either party may petition the presiding judge of the Superior Court of Los AngelesAngeles County to appoint the Neutral Arbitrator, subject to the criteria in Section 2.3(d)(i), or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such arbitrator (or if no judge having jurisdiction is willing to act, the Judicial Arbitration and Mediation Service located closest to the Premises). The cost of the arbitration shall be paid by Landlord and Tenant equally.

Determination of Fair Market Rental Rate. In connection (i) If Tenant exercises an Extension Option hereunder, then Landlord, after receipt of Tenant's Exercise Notice, shall deliver notice (the "Option Rent Notice") to Tenant not more than fifteen (15) months] nor less than fourteen (14) months prior to the expiration of the then Term of the Lease, setting forth its determination of the Fair Market Rental Rate. If Tenant agrees with Landlord’s determination the Fair Market Rental Rate as set forth in Landlord’s Option Rent Notice, then Landlord’s determination shall constitute the determination of the BASE RENT Fair Market Rental Rate for purposes of calculating the EXTENDED TERM under this LEASEExtension Term Base Rent. If Tenant does not agree with Landlord’s determination of the Fair Market Rental Rate as set forth in Landlord’s Option Rent Notice, then, not less than fifteen (15) days following receipt of the parties Option Rent Notice from Landlord, Tenant shall have thirty deliver to Landlord written notice of the same, together with Tenant’s determination of the Fair Market Rental Rate. Thereafter, Landlord and Tenant shall negotiate in good faith in an attempt to determine the Fair Market Rental Rate. If Landlord and Tenant are able to agree on the Fair Market Rental Rate within forty-five (3045) days after LANDLORD receives Tenant’s receipt of the notice Option Rent Notice (the "Negotiation Deadline"), then such agreement shall constitute the determination of exercise of TENANT’s option to extend the lease term in which to agree on a fair market rental rate Fair Market Rental Rate for the PREMISES applicable Extension Term for the EXTENDED TERMpurposes of this Section 2.2(e). If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties Landlord and Tenant are unable to reach an agreement on agree upon the BASE RENT for Fair Market Rental Rate prior to the EXTENDED TERM during such thirty (30) day periodNegotiation Deadline, then each party shall make, and submit to the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM within ten (10) days of after the expiration of such thirty Negotiation Deadline, Landlord and Tenant shall each appoint one (301) day period, and the determination of such BASE RENT for the EXTENDED TERM arbitrator who shall be submitted to arbitration as hereinafter provided: Within such ten (10) day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten five (105) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties office buildings in the area in Simi Market (each, an "Advocate Arbitrator"). Within two (2) business days following appointment of their respective Advocate Arbitrators, each party shall notify the other of such appointment, which notice shall include the PREMISES are locatedname and address of the appointed Advocate Arbitrator and a brief description of such Advocate Arbitrator's experience and qualifications. The arbitrator’s Landlord and Tenant may consult with prospective brokers prior to appointing an Advocate Arbitrator. Each Advocate Arbitrator shall make his or her own independent determination of the fair market rental value shall be final and conclusive Fair Market Rental Rate of the applicable floor or floors for the applicable Extension Term and shall be limited solely meet together as soon as possible, but no later than forty-five (45) days after the date of appointment of the last appointed Advocate Arbitrator, to attempt to reach an agreement on the issue Fair Market Rental Rate. If the Advocate Arbitrators cannot reach an agreement within sixty (60) days after the date of whether LANDLORD’s appointment of the last appointed Advocate Arbitrator, each Advocate Arbitrator shall prepare and deliver to Landlord and Tenant his or TENANT’s submitted BASE RENT for the EXTENDED TERM, as applicable, is the closest to such arbitrator’s her determination of fair market rental valuethe Fair Market Rental Rate within fifteen (15) days after expiration of said sixty (60) day period. If either Advocate Arbitrator fails to deliver his or her determination in a timely manner, and such party’s BASE RENT for then the EXTENDED TERM Fair Market Rental Rate shall be the BASE RENT for determination of the EXTENDED TERMother Advocate Arbitrator. The arbitrator shall reach such a decision and notify LANDLORD and TENANT If the higher of the two determinations of the Fair Market Rental Rate by the Advocate Arbitrators is not more than one hundred five percent (105%) of the lower of such determinations, then the Fair Market Rental Rate shall be the average of the two (2) determinations. If the higher determination within thirty is more than one hundred five percent (30105%) days of the lower determination, then the two (2) Advocate. Arbitrators shall appoint a third arbitrator (the "Neutral Arbitrator") then who shall also be a broker meeting the qualifications above and who shall not have been engaged by either party during the three (3) year period immediately prior to his or her appointment. Neither Landlord nor Tenant nor their respective Advocate Arbitrators may, directly or indirectly, consult with the Neutral Arbitrator prior to or after his or her appointment, except in the presence of the other party. If LANDLORD and TENANT are unable to reach an agreement the two Advocate Arbitrators cannot agree upon and appoint a single arbitrator, then the appointment of the arbitrator Neutral Arbitrator within ten (10) business days following delivery of the last determination by an Advocate Arbitrator, either Landlord or Tenant, or both, shall apply to the local office of the American Arbitration Association ("AAA") to provide a list of three (3) brokers meeting the foregoing qualifications and who have relatively equal experience representing tenants and landlords. Within five (5) business days after receipt of the AAA list, each party may, by written notice to the other, reject one (1) of the appraisers on the AAA list. If, after such procedure, names of more than one (1) appraiser shall remain, then the Neutral Arbitrator shall be made chosen by Landlord and Tenant from the Presiding Judge remaining names, by lot. The Neutral Arbitrator shall be retained pursuant to an engagement letter jointly prepared by Landlord's counsel and Tenant's counsel. (ii) The Neutral Arbitrator shall decide whether the determination of the Superior Court Fair Market Rental Rate by Landlord's Advocate Arbitrator or Tenant's Advocate Arbitrator more closely reflects the Fair Market Rental Rate for the applicable Extension Term. The Neutral Arbitrator may elect to meet with Landlord's Advocate Arbitrator and Tenant's Advocate Arbitrator to discuss the market rent analysis and conclusions of Los Angeles County, or, if he or she refuses to act, by any State or Federal judge sitting in the County of Los Angeles.two (2)

Determination of Fair Market Rental Rate. In connection with the If Tenant timely objects in writing pursuant to Section 3 above to Landlord’s determination of the BASE RENT Fair Market Rental Rate for the EXTENDED TERM under this LEASEOption Term (or if Tenant timely objects in Tenant’s Election Notice pursuant to Section 28.4 of the Lease to Landlord’s determination of the Fair Market Rental Rate for the initial Post-24 Month ROFO Space Term of the applicable Post-24 Month ROFO Space, as the parties case may be), Landlord and Tenant shall have thirty (30) days after LANDLORD receives the notice of exercise of TENANT’s option to extend the lease term in which attempt to agree on a fair market rental rate for the PREMISES for the EXTENDED TERMupon such applicable Fair Market Rental Rate using their best good-faith efforts. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable Landlord and Tenant fail to reach an agreement on within ten (10) business days (the BASE RENT for the EXTENDED TERM during “Outside Agreement Date”) following Tenant’s objection to such thirty (30) day periodapplicable Fair Market Rental Rate, then each party shall make, and submit to the other, other party a separate written statement determination of its proposed fair market BASE RENT for the EXTENDED TERM such applicable Fair Market Rental Rate within ten (10) business days of after the expiration of such thirty (30) day periodOutside Agreement Date, and the determination of such BASE RENT for the EXTENDED TERM determinations shall be submitted to arbitration as hereinafter provided: Within in accordance with Sections 4.1 through 4.7 below. Failure of Tenant or Landlord to submit a written determination of such applicable Fair Market Rental Rate within such ten (10) business day period, LANDLORD period shall conclusively be deemed to be the non-determining party’s approval of such applicable Fair Market Rental Rate submitted within such ten (10) business day period by the other party. 4.1 Landlord and TENANT Tenant shall agree on a single each appoint one arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, shall by profession, profession be a an independent real estate broker who has no financial interest in Landlord or appraiser Tenant, who is a member of the American Institute of Appraisers, has no ongoing relationship with Landlord or any successor organization Tenant and who shall have been active over the ten five (105) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties space in the area in which the PREMISES are locatedother Comparable Buildings. The arbitrator’s determination of the fair market rental value shall be final and conclusive and arbitrators shall be limited solely to the issue of whether LANDLORDLandlord’s or TENANTTenant’s submitted BASE RENT Fair Market Rental Rate for the EXTENDED TERMOption Term (or for the initial Post-24 Month ROFO Space Term for the applicable Post-24 Month ROFO Space, as applicable, the case may be) is the closest to such arbitrator’s determination of fair market rental value, and such party’s BASE RENT the actual Fair Market Rental Rate for the EXTENDED TERM Option Term (or for such initial Post-24 Month ROFO Space Term for such applicable Post-24 Month ROFO Space, as the case may be), as determined by the arbitrators, taking into account the requirements of Section 2 above. Each such arbitrator shall be the BASE RENT for the EXTENDED TERM. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination appointed within thirty (30) days after the applicable Outside Agreement Date. 4.2 The two (2) arbitrators so appointed shall within ten (10) business days of his or her appointment. If LANDLORD and TENANT are unable to reach an agreement the date of the appointment of the last appointed arbitrator agree upon and appoint a single arbitratorthird arbitrator who shall be qualified under the same criteria as set forth hereinabove for qualification of the initial two (2) arbitrators, then except that the third arbitrator shall not have been previously engaged by Landlord or Tenant for any purpose. 4.3 The three (3) arbitrators shall conduct a hearing within twenty (20) days after the appointment of the third arbitrator and within ten (10) days thereafter reach a decision as to which of the Landlord’s or Tenant’s submitted Fair Market Rental Rate for the Option Term (or for the initial Post-24 Month ROFO Space Term for the applicable Post-24 Month ROFO Space, as the case may be) is closest to the actual Fair Market Rental Rate for the Option Term (or for such initial Post-24 Month ROFO Space Term for such applicable Post-24 Month ROFO Space, as the case may be), and the arbitrators shall use whichever of Landlord’s or Tenant’s submitted applicable Fair Market Rental Rate is closest to the actual applicable Fair Market Rental Rate and shall notify Landlord and Tenant thereof. 4.4 The decision of the majority of the three (3) arbitrators shall be made binding upon Landlord and Tenant; provided, however, that if the majority of the three (3) arbitrators select a submitted Fair Market Rental Rate (a) for the Option Term that is less than the Option Floor Rent, the Option Rent payable for the Option Term shall be equal to the Option Floor Rent, and/or (b) for the initial Post-24 Month ROFO Space Term for the applicable Post-24 Month ROFO Space that is less than the ROFO Floor Rent for such applicable Post-24 Month ROFO Space, the Base Rent payable for such applicable Post-24 Month ROFO Space shall be equal to the ROFO Floor Rent. 4.5 If either Landlord or Tenant fails to appoint an arbitrator within thirty (30) days after the Outside Agreement Date, the arbitrator appointed by one of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator’s decision shall be binding upon Landlord and Tenant. 4.6 If the two (2) arbitrators fail to agree upon and appoint a third arbitrator within the time period provided in Section 4.2 above, then the parties shall mutually select the third arbitrator. If Landlord and Tenant are unable to agree upon the third arbitrator within ten (10) days, then either party may, upon at least five (5) days’ prior written notice to the other party, request the Presiding Judge of the Superior District Court of Los Angeles the Third Judicial District Court, Salt Lake County, orState of Utah, if he acting in his private and nonjudicial capacity, to appoint the third arbitrator (who shall meet the criteria set forth in Section 4.1 above). Following the appointment of the third arbitrator, the panel of arbitrators shall within thirty (30) days thereafter reach a decision as to whether Landlord’s or she refuses to actTenant’s submitted applicable Fair Market Rental Rate shall be used and shall notify Landlord and Tenant thereof. 4.7 The cost of the arbitrators and the arbitration proceeding shall be paid by Landlord and Tenant equally, by any State or Federal judge sitting in except that each party shall pay for the County cost of Los Angelesits own witnesses and attorneys.

Determination of Fair Market Rental Rate. In connection with the event Tenant delivers the Extension Notice, Landlord’s determination of the BASE RENT for the EXTENDED TERM under this LEASE, the parties Fair Market Rental Rate shall have be delivered to Tenant in writing within thirty (30) days following Landlord’s receipt of Tenant’s Extension Notice, but in no event later than three (3) months prior to the expiration of the initial Lease Term. Tenant will have ten (10) days (“Tenant’s Review Period”) after LANDLORD receives the receipt of Landlord’s notice of exercise of TENANT’s option to extend the lease term in Fair Market Rental Rate within which to agree on a fair market rental rate for accept such Fair Market Rental Rate or to object thereto in writing. Tenant’s failure to accept the PREMISES for the EXTENDED TERMFair Market Rental Rate submitted by Landlord in writing within Tenant’s Review Period will conclusively be deemed Tenant’s disapproval thereof. If Tenant objects to the parties Fair Market Rental Rate submitted by Landlord within Tenant’s Review Period, then Landlord and Tenant will attempt in good faith to agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment upon such Fair Market Rental Rate using their best good faith efforts. If Landlord and Tenant fail to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based reach agreement on such agreed fair market rental rate. If Fair Market Rental Rate within fifteen (15) days following the parties are unable to reach an agreement on expiration of Tenant’s Review Period (the BASE RENT for the EXTENDED TERM during such thirty (30) day period“Outside Agreement Date”), then each party shall makeTenant may, and submit by delivery of written notice to the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM Landlord within ten (10) days of the expiration Outside Agreement Date, elect to either (i) rescind its exercise of the Extension Option, in which event this Lease shall expire on the Lease Expiration Date (unless sooner terminated in accordance with the terms of this Lease), or (ii) elect to submit the renewal rent to arbitration, in which event each party’s determination be submitted to appraisal in accordance with the following provisions of this Section 2.3. In the event Tenant fails to deliver such thirty (30) notice within said 10-day period, and the determination of such BASE RENT for the EXTENDED TERM Tenant shall be submitted deemed to arbitration as hereinafter provided: Within such ten (10) day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior have elected to his or her appointment) who shall, by profession, be a real estate broker or appraiser who is a member irrevocably rescind its exercise of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten (10) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties in the area in which the PREMISES are located. The arbitrator’s determination of the fair market rental value shall be final and conclusive and shall be limited solely to the issue of whether LANDLORD’s or TENANT’s submitted BASE RENT for the EXTENDED TERM, as applicable, is the closest to such arbitrator’s determination of fair market rental value, and such party’s BASE RENT for the EXTENDED TERM shall be the BASE RENT for the EXTENDED TERM. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination within thirty (30) days of his or her appointment. If LANDLORD and TENANT are unable to reach an agreement upon and appoint a single arbitrator, then the appointment of the arbitrator shall be made by the Presiding Judge of the Superior Court of Los Angeles County, or, if he or she refuses to act, by any State or Federal judge sitting in the County of Los AngelesExtension Option.

Determination of Fair Market Rental Rate. In connection with the Landlord shall provide written notice of Xxxxxxxx’s determination of the BASE RENT for the EXTENDED TERM under this LEASE, the parties shall have Fair Market Rental Rate (“Landlord Rent Notice”) not later than thirty (30) days following Landlord’s receipt of Tenant’s Extension Notice. Tenant shall have ten (10) business days after LANDLORD receives the receipt of Landlord’s notice of exercise of TENANT’s option to extend the lease term in which to agree on a fair market rental rate for the PREMISES for the EXTENDED TERM. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment within which to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on accept or reject such agreed fair market rental raterate by delivering written notice (“Tenant Rent Response Notice”) thereof to Landlord. The last day of such 10-business day period shall be referred herein as the “Objection Date”. Tenant’s failure to deliver the Tenant Rent Response Notice on or before the Objection Date shall be deemed to constitute Tenant’s acceptance of the Fair Market Rental Rate set forth in the Landlord Rent Notice. If Tenant timely objects in the Tenant Rent Response Notice to Landlord’s Fair Market Rental Rate, Landlord and Tenant shall attempt in good faith to agree upon the Fair Market Rental Rate. If Landlord and Tenant fail to reach agreement within twenty-one (21) days following the delivery of the Tenant Rent Response Notice (“Outside Agreement Date”), then Tenant shall make its separate determination of the Fair Market Rental Rate which shall be submitted to Landlord and the parties are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during such thirty (30) day period, then each party shall make, and submit to the otherarbitration as follows: A. Landlord and Tenant shall each appoint, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM within ten (10) days of the expiration of such thirty (30) day periodOutside Agreement Date, and the determination of such BASE RENT for the EXTENDED TERM one arbitrator who shall be submitted to arbitration as hereinafter provided: Within such ten (10) day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, profession be a current real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten (10) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of comparable commercial properties in the area vicinity of the Property, and who has been active in which such field over the PREMISES are locatedlast five (5) years. The arbitrator’s determination of the fair market rental value shall be final and conclusive and arbitrators shall be limited solely to the issue of whether LANDLORDXxxxxxxx’s or TENANTTenant’s submitted BASE RENT for the EXTENDED TERM, as applicable, fair market rental rate is the closest to such arbitratorthe actual fair market rental rate as determined by the arbitrators, taking into account the requirements of Paragraph 34.2 above (i.e., the arbitrators may only select Landlord’s or Tenant’s determination of fair market rental value, the Fair Market Rental Rate and such party’s BASE RENT for the EXTENDED TERM shall not be the BASE RENT for the EXTENDED TERM. entitled to make a compromise determination). B. The arbitrator two (2) arbitrators so appointed shall reach such a decision and notify LANDLORD and TENANT of such determination within thirty five (305) business days of his or her appointment. If LANDLORD and TENANT are unable to reach an agreement the date of the appointment of the last appointed arbitrator agree upon and appoint a single third (3rd) arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two (2) arbitrators. C. The three (3) arbitrators shall within fifteen (15) days of the appointment of the third (3rd) arbitrator reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted Fair Market Rental Rate, and shall notify Landlord and Tenant thereof. The determination of the arbitrators shall be limited solely to the issue of whether Landlord’s or Tenant’s submitted Fair Market Rental Rate is the closest to the actual Fair Market Rental Rate, taking into account the requirements of Paragraph 34.2 above (i.e., the arbitrators may only select Landlord’s or Tenant’s determination of the Fair Market Rental Rate and shall not be entitled to make a compromise determination). D. The decision of the majority of the three (3) arbitrators shall be binding upon Landlord and Tenant. E. If either Landlord or Tenant fails to appoint an arbitrator within ten (10) days after the applicable Outside Agreement Date, the arbitrator appointed by one (1) of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator’s decision shall be binding upon Landlord and Tenant. F. If the two (2) arbitrators fail to agree upon and appoint a third (3rd) arbitrator, or both parties fail to appoint an arbitrator, then the appointment of the third (3rd) arbitrator or any arbitrator shall be made dismissed and the matter to be decided shall be forthwith submitted to arbitration under the provisions of the American Arbitration Association, but subject to the instruction set forth in this Paragraph 34. X. Xxxxxxxx and Tenant shall each be responsible for the cost of the arbitrator that they each individually appoint. The cost of the third arbitrator shall be paid by the Presiding Judge party whose submitted Fair Market Rental Rate is not selected by a majority of the Superior Court of Los Angeles County, or, if he or she refuses arbitrators pursuant to act, by any State or Federal judge sitting in the County of Los Angelesthis Paragraph 34 above.

Determination of Fair Market Rental Rate. In connection with If Tenant timely exercises the determination Extension Option, Landlord shall advise Tenant of the BASE RENT proposed Fair Market Rental Rate for the EXTENDED TERM under this LEASE, the parties shall have thirty Option Term no later than twenty (3020) days after LANDLORD receives receipt by Landlord of Exercise Notice (“FMR Notice”). It Tenant disagrees with Landlord’s proposed Fair Market Rental Rate, Landlord and Tenant shall promptly meet and attempt to agree upon the notice of exercise of TENANT’s option to extend Fair Market Rental Rate for the lease term in which Option Term. If Landlord and Tenant are unable to agree on a fair market rental rate the Fair Market Rental Rate for the PREMISES for the EXTENDED TERM. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during such thirty (30) day period, then each party shall make, and submit to the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM within ten (10) days of the expiration of such thirty (30) day period, and the determination of such BASE RENT for the EXTENDED TERM shall be submitted to arbitration as hereinafter provided: Within such ten (10) day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten (10) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties in the area in which the PREMISES are located. The arbitrator’s determination of the fair market rental value shall be final and conclusive and shall be limited solely to the issue of whether LANDLORD’s or TENANT’s submitted BASE RENT for the EXTENDED TERM, as applicable, is the closest to such arbitrator’s determination of fair market rental value, and such party’s BASE RENT for the EXTENDED TERM shall be the BASE RENT for the EXTENDED TERM. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination Option Term within thirty (30) days of his or her appointmentreceipt by Tenant of the FMR Notice, Landlord and Tenant each, at its cost and by giving written notice to the other party, shall appoint a competent and impartial commercial real estate broker (hereinafter “broker”) with at least ten (10) years’ full-time commercial real estate brokerage experience in the geographical area of the Premises to set the Fair Market Rental Rate for the space and term at issue. If LANDLORD either Landlord or Tenant does not appoint a broker within ten (10) days after the other party has given notice of the name of its broker, the single broker appointed shall be the sole broker and TENANT shall conclusively determine the Fair Market Rental Rate for the Option Term. If two (2) brokers are appointed by Landlord and Tenant as stated in this paragraph, they shall meet promptly and attempt to set the Fair Market Rental Rate. In addition, if either of the first two (2) brokers fails to submit their opinion of the Fair Market Rental Rate within the time frames set forth below, then the single Fair Market Rental Rate submitted shall automatically be the initial monthly installment of Base Rent for the Option Term and shall be binding upon Landlord and Tenant. If the two (2) brokers are unable to reach an agreement upon and appoint agree within ten (10) days after the second broker has been appointed, they shall attempt to select a single arbitratorthird broker, then meeting the appointment of qualifications stated in this paragraph within ten (10) days after the arbitrator shall be made last day the two (2) brokers are given to set the Fair Market Rental Rate. If the two (2) brokers are unable to agree on the third broker, either Landlord or Tenant by giving ten (10) days’ written notice to the other party, can apply to the Presiding Judge of the Superior Court of Los Angeles Countythe county in which the Premises is located for the selection of a third broker who meets the qualifications stated in this paragraph. Landlord and Tenant each shall bear one-half ( 1⁄2) of the cost of appointing the third broker and of paying the third broker’s fee. The third broker, orhowever selected, if he shall be a person who has not previously acted in any capacity for either Landlord or she refuses Tenant. Within fifteen (15) days after the selection of the third broker, the third broker shall select one of the two Fair Market Rental Rates submitted by the first two brokers as the Fair Market Rental Rate for the space and term at issue. The determination of the Fair Market Rental Rate by the third broker shall be conclusive and binding upon Landlord and Tenant. Upon determination of the initial monthly installment of Base Rent for the Option Term in accordance with the terms outlined above, Landlord and Tenant shall immediately execute, at Landlord’s sole option, either the standard lease agreement then in use by Landlord, or an amendment to actthe Lease. Such new lease agreement or amendment, by any State or Federal judge sitting as the case may be, shall set forth among other things, the initial monthly installment of Base Rent for the Option Term and the actual commencement date and expiration date of the Option Term. Tenant shall have no other right to extend the Lease Term under this Extension Rider unless Landlord and Tenant otherwise agree in the County of Los Angeleswriting.

Determination of Fair Market Rental Rate. In connection with the Lessor’s determination of the BASE RENT for the EXTENDED TERM under this LEASE, the parties fair market rental rate shall have be delivered to Lessee in writing not later than thirty (30) days following Lessor’s receipt of Lessee’s Extension Notice. Lessee will have five (5) days (“Lessee’s Review Period”) after LANDLORD receives the receipt of Lessor’s notice of exercise of TENANT’s option to extend the lease term in which to agree on a fair market rental rate for the PREMISES for the EXTENDED TERM. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment within which to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on accept such agreed fair market rental raterate or to object thereto in writing. Lessee’s failure to accept the fair market rental rate submitted by Lessor in writing within Lessee’s Review Period will conclusively be deemed Lessee’s disapproval thereof. If Lessee objects to the parties are unable fair market rental rate submitted by Lessor within Lessee’s Review Period, then Lessor and Lessee will attempt in good faith to agree upon such fair market rental rate using their best good faith efforts. If Lessor and Lessee fail to reach an agreement on the BASE RENT for the EXTENDED TERM during such thirty (30) day period, then each party shall make, and submit to the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM rental rate within ten (10) days of following the expiration of such thirty Lessee’s Review Period (30) day periodthe “Outside Agreement Date”), and the determination of such BASE RENT for the EXTENDED TERM shall be submitted to arbitration as hereinafter provided: Within such then Lessee may, within ten (10) day perioddays following the Outside Agreement Date, LANDLORD demand by written notice to Lessor that each party’s determination be submitted to appraisal in accordance with the following provisions of this Paragraph 72(d). Lessee’s failure to timely demand appraisal will constitute Lessee’s rescission of its Extension Notice and TENANT the Extension Option will be null and void and of no further force or effect. (1) Lesser and Lessee shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) each appoint one independent, unaffiliated, neutral appraiser who shall, shall by profession, profession be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have has been active over the ten five (105) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) valuation of commercial properties leases of comparable industrial space in comparable buildings in the area in which general vicinity of the PREMISES are locatedBuilding. Each such appraiser will be appointed within twenty (20) days after the Outside Agreement Date. (2) The arbitrator’s two (2) appraisers so appointed will, within ten (10) days of the date of the appointment of the last appointed appraiser, agree upon and appoint a third appraiser who shall be qualified under the same criteria set forth herein above for qualification of the initial two (2) appraisers. (3) The determination of the fair market rental value shall be final and conclusive and appraisers shall be limited solely to the issue of whether LANDLORDLessor’s or TENANTLessee’s submitted BASE RENT last proposed (as of the Outside Agreement Date) new fair market rental rate for the EXTENDED TERM, as applicable, Premises is the closest to such arbitrator’s determination of the actual new fair market rental valuerate for the Premises as determined by the appraisers, taking into account the requirements of Paragraphs 72(a) and 72(c) above and 72(d) regarding same. (4) The three (3) appraisers shall, within fifteen (15) days of the appointment of the third appraiser, reach a decision as to whether the parties shall use Lessor’s or Lessee’s submitted new fair market rental rate (i.e., the appraisers may only select Lessor’s or Lessee’s submission and may not select a compromise position), and such shall notify Lessor and Lessee thereof. (5) The decision of the majority of the three (3) appraisers shall be binding upon Lessor and Lessee. The cost of each party’s BASE RENT for the EXTENDED TERM appraiser shall be the BASE RENT for responsibility of the EXTENDED TERM. The arbitrator party selecting such appraiser, and the cost of the third appraiser (or arbitration, if necessary) shall be shared equally by Lessor and Lessee. (6) If either Lessor or Lessee fails to appoint an appraiser within the time period in Paragraph 72(d)(1) hereinabove, the appraiser appointed by one of them shall reach a decision, notify Lessor and Lessee thereof and such appraiser’s decision shall be binding upon Lessor and Lessee. (7) If the two (2) appraisers fail to agree upon and appoint a decision third appraiser, both appraisers shall be dismissed and notify LANDLORD the matter to be decided shall be forthwith submitted to arbitration under the provisions of the American Arbitration Association (but subject to the requirements of Paragraphs 72(a) and TENANT 72(c) and this Paragraph 72(d)). (8) In the event that the new monthly Base Rent is not established prior to end of the initial Term of the Lease, the monthly Base Rent immediately payable at the commencement of such determination within Option Term shall be the monthly Base Rent payable in the immediately preceding month. Notwithstanding the above, once the fair market rental is determined in accordance with this Paragraph 72(d), the parties shall settle any underpayment or overpayment on the next monthly Base Rent payment date falling not less than thirty (30) days of his or her appointment. If LANDLORD and TENANT are unable to reach an agreement upon and appoint a single arbitrator, then the appointment of the arbitrator shall be made by the Presiding Judge of the Superior Court of Los Angeles County, or, if he or she refuses to act, by any State or Federal judge sitting in the County of Los Angelesafter such determination.

Determination of Fair Market Rental Rate. In connection the event Tenant timely and appropriately objects in writing to the Fair Market Rental Rate initially determined by Landlord with respect to the determination of Option Term, Landlord and Tenant shall attempt to agree upon the BASE RENT for the EXTENDED TERM under this LEASEFair Market Rental Rate, the parties shall have thirty using their best good-faith efforts. If Landlord and Tenant fail to reach agreement within sixty (3060) days after LANDLORD receives following Tenant's delivery to Landlord of Tenants objection to the notice of exercise of TENANT’s option to extend Fair Market Rental Rate (the lease term in which to agree on a fair market rental rate for the PREMISES for the EXTENDED TERM. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during such thirty (30) day period"OUTSIDE AGREEMENT DATE"), then each party shall make, and submit to the other, other party a separate written statement determination of its proposed fair market BASE RENT for the EXTENDED TERM Fair Market Rental Rate within ten (10) business days of after the expiration of such thirty (30) day periodOutside Agreement Date, and the determination of such BASE RENT for the EXTENDED TERM determinations shall be submitted to arbitration as hereinafter provided: Within in accordance with the provisions set forth below. Failure of Tenant or Landlord to submit a written determination of the Fair Market Rental Rate within such ten (10) business day period, LANDLORD period shall conclusively be deemed to be the non-determining party's approval of the Fair Market Rental Rate submitted within such ten (10) business day period by the other party. (i) Landlord and TENANT Tenant shall agree on a single each appoint one arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, shall be by profession, be a profession an independent real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten five (105) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties Class "A" office buildings in the Sorrento Mesa area in which the PREMISES are located("COMPARABLE BUILDINGS"). The arbitrator’s determination of the fair market rental value shall be final and conclusive and arbitrators shall be limited solely to the issue of whether LANDLORD’s or TENANT’s Landxxxx'x xr Tenant's submitted BASE RENT for the EXTENDED TERM, as applicable, Fair Market Rental Rate is the closest to the actual Fair Market Rental Rate as determined by the arbitrators, taking into account the requirements of Section 36(b) of this Lease. Each such arbitrator’s determination of fair market rental value, and such party’s BASE RENT for the EXTENDED TERM arbitrator shall be the BASE RENT for the EXTENDED TERM. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination appointed within thirty (30) days after the Outside Agreement Date. (ii) The two (2) arbitrators so appointed shall within ten (10) days of his or her appointment. If LANDLORD and TENANT are unable to reach an agreement the date of the appointment of the last appointed arbitrator agree upon and appoint a single arbitrator, then third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two (2) arbitrators. (iii) The three (3) arbitrators shall within thirty (30) days after the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord's or Tenant's submitted Fair Market Rental Rate and shall notify Landlord and Tenant thereof. (iv) The decision of the majority of the three (3) arbitrators shall be made binding upon Landlord and Tenant. (v) If either Landlord or Tenant fails to appoint an arbitrator within thirty (30) days after the applicable Outside Agreement Date, the arbitrator appointed by one of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator's decision shall be binding upon Landlord and Tenant. (vi) If the two (2) arbitrators fail to agree upon and appoint a third arbitrator within the time period provided in clause (ii) above, then the parties shall mutually select the third arbitrator. If Landlord and Tenaxx xxx unable to agree upon the third arbitrator within ten (10) days, then either party may, upon at least five (5) days' prior written notice to the other party, request the Presiding Judge of the San Diego County Superior Court Court, acting in his private and nonjudicial capacity, to appoint the third arbitrator. Following the appointment of Los Angeles Countythe third arbitrator, orthe panel of arbitrators shall within thirty (30) days thereafter reach a decision as to whether Landlord's or Tenant's submitted Fair Market Rental Rate shall be used and shall notify Landlord and Tenant hereof. (vii) The cost of the arbitrators and the arbitration proceeding shall be paid by Landlord and Tenant equally, if he or she refuses to act, by any State or Federal judge sitting in except that each party shall pay for the County cost of Los Angelesits own witnesses and attorneys.

Determination of Fair Market Rental Rate. In connection with the determination of the BASE RENT for the EXTENDED TERM under this LEASE, the parties shall have Within thirty (30) days after LANDLORD Xxxxxxxx receives the notice Election Notice, Landlord shall deliver to Tenant its assessment of exercise of TENANT’s option to extend the lease term in which to agree on a fair market rental rate for the PREMISES for the EXTENDED TERMFair Market Rental Rate ("LANDLORD'S ASSESSMENT"). If the parties agree on the fair market rental rate for the EXTENDED TERM during that periodTenant disagrees with Xxxxxxxx's Assessment, they it shall immediately execute deliver to Landlord written notice thereof (an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during such "OBJECTION NOTICE") within thirty (30) day perioddays after Landlord delivers Landlord's Assessment to Tenant specifying Tenant's assessment of the Fair Market Rental Rate; otherwise, Landlord's Assessment shall be the Basic Rental for the extended Term. If Tenant timely delivers an Objection Notice, Landlord and Tenant shall meet to attempt to determine the Fair Market Rental Rate for the extended Term. If Tenant and Landlord after good faith negotiations are unable to agree on such Fair Market Rental Rate within thirty (30) days after Tenant delivers to Landlord the Objection Notice, then each party shall make, and submit (a) Tenant may elect not to extend the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM Term by notifying Landlord in writing within ten five (105) days of after the expiration of such thirty (30) day period (and if Tenant fails to so notify Landlord that it has elected to not extend the Term within such five (5) day period, Tenant shall be deemed to have elected to not renew the Term and its rights under this Exhibit shall lapse; time being of the essence with respect thereto); or (b) Tenant may object to Landlord's determination of the Fair Market Rental Rate but confirm its exercise of the extension option, in which event Landlord and Tenant shall each promptly appoint a Qualified Broker (as defined below). As soon as reasonably possible following their appointment, and in any event within thirty (30) days after Xxxxxx's confirmation of its election to exercise the extension option, the two (2) Qualified Brokers selected by Landlord and Tenant shall each make a separate determination of the Fair Market Rental Rate as of the commencement date of the applicable extension term and shall deliver a written report of their determination (including reasonable detail supporting such BASE RENT for determination) to Landlord and Tenant. If the EXTENDED TERM higher of the two (2) Fair Market Rental Rate determinations is not more than one hundred five percent (105%) of the lower determination, then the average of the two determinations shall be submitted to arbitration as hereinafter provided: Within the annual Basic Rental rate during the applicable extension term. If the higher determination is more than one hundred five percent (105%) of the lower determination, then the two (2) Qualified Brokers selected by Landlord and Tenant shall, within ten (10) days of such final determination, select a third Qualified Broker. If the first two (2) brokers cannot agree upon a third broker within said ten (10) day period, LANDLORD either Landlord or Tenant may elect to have the third broker appointed by the President of the Dallas Chapter of AAA or its successor organization. Each party shall be responsible for the compensation, if any, of the broker appointed by it and TENANT for one-half (1/2) of the compensation, if any, or the third broker. As soon as reasonably possible following its appointment, the third broker shall determine which of the first two brokers' determinations most closely approximates the Fair Market Rental Rate as of the commencement date of the applicable extension Term, and the determination so selected shall be the annual Basic Rental rate for the applicable extension Term. Landlord and Tenant hereby covenant and agree on a single arbitrator (and LANDLORD or TENANT may consult that the annual Basic Rental rate determined in accordance with such arbitrator prior to his or her appointment) who shallthe foregoing procedure shall be binding upon each of them. As used herein, by profession, be the term "QUALIFIED BROKER" means a real estate broker or appraiser who (A) is a member licensed in the State of Texas, (B) has been actively and continuously engaged in the American Institute leasing of Appraisersoffice space in the Dallas, or any successor organization and who shall have been active over Texas market during the preceding ten (10) year period, (C) has been the primary broker representing either the lessor or the lessee to a lease covering at least 25,000 square feet of space during the most recent three (3) year period, and (D) has not represented Landlord or Tenant during the preceding five (5) year period. The term "FAIR MARKET RENTAL RATE" shall mean the market rental rate for the time period ending on the date such determination is being made for comparable new lease transactions of such appointment on a full-time basis office space in other Class A office buildings in the leasing (or appraisal"telecom corridor" sub-market of Dallas, as Texas for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, the case may be) of commercial properties in the area in which the PREMISES are located. The arbitrator’s determination length of the fair term, credit standing of Tenant, market rental value shall be final and conclusive and shall be limited solely to the issue of whether LANDLORD’s or TENANT’s submitted BASE RENT for the EXTENDED TERMconcessions, as applicableexpense stop, is the closest to such arbitrator’s determination of fair market rental valueconstruction allowances, and such party’s BASE RENT for the EXTENDED TERM shall be the BASE RENT for the EXTENDED TERM. The arbitrator shall reach such a decision and notify LANDLORD and TENANT ratio of such determination within thirty (30) days of his or her appointment. If LANDLORD and TENANT are unable parking spaces provided to reach an agreement upon and appoint a single arbitrator, then the appointment of the arbitrator shall be made by the Presiding Judge of the Superior Court of Los Angeles County, or, if he or she refuses to act, by any State or Federal judge sitting in the County of Los AngelesTenant under this Lease.

Determination of Fair Market Rental Rate. In connection with the Landlord's determination of the BASE RENT for the EXTENDED TERM under this LEASE, the parties fair market rental rate shall be delivered to Tenant in writing not later than thirty (30) days following Landlord's receipt of Tenant's Extension Notice. Tenant shall have thirty (30) days after LANDLORD receives the receipt of Landlord's notice of exercise of TENANT’s option to extend the lease term in which to agree on a fair market rental rate for the PREMISES for the EXTENDED TERM. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment within which to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on review and accept such agreed fair market rental raterate or to object thereto in writing ("Review Period"). If In the parties are unable event that Landlord fails to reach an agreement on provide the BASE RENT for the EXTENDED TERM during such notice of fair market rental rate within thirty (30) day perioddays following receipt of Tenant’s Extension Notice, then each party shall makeTenant may submit a notice of fair market rental rate to Landlord, and submit if Landlord fails to the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM respond within ten (10) days of the expiration of such thirty (30) day period, and days from the determination date of receipt of such BASE RENT for notice from Tenant, the EXTENDED TERM fair market rental rate proposed by Tenant shall be deemed disapproved by Landlord. Tenant's failure to accept the fair market rental rate submitted by Landlord in writing within Tenant's Review Period will conclusively be deemed Tenant's disapproval thereof. If Tenant objects to the fair market rental rate submitted by Landlord or if Landlord objects to the fair market rental rate submitted by Tenant, then Landlord and 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 thirty (30) days following the expiration of Review Period (the "Outside Agreement Date"), then each party's determination shall be submitted to arbitration as hereinafter provided: Within such ten appraisal in accordance with the following provisions of this Section 3. (101) day periodLandlord and Tenant shall each appoint one independent, LANDLORD and TENANT unaffiliated, neutral appraiser who shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, profession be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have has been active over the ten five (105) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) valuation of commercial properties leases of comparable space in comparable buildings in the area in which general vicinity of the PREMISES are locatedBuilding. Each such appraiser will be appointed within twenty (20) days after the Outside Agreement Date. (2) The arbitrator’s two (2) appraisers so appointed will, within ten (10) business days of the date of the appointment of the last appointed appraiser, agree upon and appoint a third appraiser who shall be qualified under the same criteria set forth herein above for qualification of the initial two (2) appraisers. (3) The determination of the fair market rental value shall be final and conclusive and appraisers shall be limited solely to the issue of whether LANDLORD’s Landlord's or TENANT’s submitted BASE RENT Tenant's last proposed (as of the Outside Agreement Date) new fair market rental rate for the EXTENDED TERM, as applicable, Premises is the closest to such arbitrator’s determination of the actual new fair market rental valuerate for the Premises as determined by the appraisers, taking into account the requirements of Section 3 above. (4) The three (3) appraisers shall, within fifteen (15) days of the appointment of the third appraiser, reach a decision as to whether the parties shall use Landlord's or Tenant's submitted new fair market rental rate (i.e., the appraisers may only select Landlord's or Tenant's submission and may not select a compromise position), and such shall notify Landlord and Tenant thereof. (5) The decision of the majority of the three (3) appraisers shall be binding upon Landlord and Tenant. The cost of each party’s BASE RENT for the EXTENDED TERM 's appraiser shall be the BASE RENT for responsibility of the EXTENDED TERMparty selecting such appraiser, and the cost of the third appraiser (or arbitration, if necessary) shall be shared equally by Landlord and Tenant. (6) If either Landlord or Tenant fails to appoint an appraiser within the time period in this Section 3 hereinabove, the appraiser appointed by one of them shall reach a decision, notify Landlord and Tenant thereof and such appraiser's decision shall be binding upon Landlord and Tenant. (7) If the two (2) appraisers fail to agree upon and appoint a third appraiser, both appraisers shall be dismissed and the matter to be decided shall be forthwith submitted to arbitration under the provisions of the American Arbitration Association (but subject to the requirements of Section 3 above. The arbitrator shall reach such a decision cost of arbitration will be shared equally by Landlord and notify LANDLORD and TENANT Tenant. (8) In the event that the new Monthly Installment of Rent is not established prior to end of the Extended Term, the Monthly Installment of Rent immediately payable at the commencement of such determination within Option Term shall be the Monthly Installment of Rent payable in the immediately preceding month. Notwithstanding the above, once the fair market rental is determined in accordance with this Section 3, the parties shall settle any underpayment or overpayment on the next Monthly Installment of Rent payment date falling not less than thirty (30) days of his or her appointment. If LANDLORD and TENANT are unable to reach an agreement upon and appoint a single arbitrator, then the appointment of the arbitrator shall be made by the Presiding Judge of the Superior Court of Los Angeles County, or, if he or she refuses to act, by any State or Federal judge sitting in the County of Los Angelesafter such determination.

Determination of Fair Market Rental Rate. In connection with the Landlord shall provide Notice to Tenant of Landlord’s determination of the BASE RENT for the EXTENDED TERM under this LEASE, the parties shall Fair Market Rental Rate (as defined in Section 26.3 below) not later than thirty (30) days after Landlord’s receipt of Tenant’s Preliminary Notice. Tenant will have thirty (30) days (“Tenant’s Review Period”) after LANDLORD receives receipt of Landlord’s Notice of the notice Fair Market Rental Rate within which to either (i) accept the Fair Market Rental Rate Landlord proposes, (ii) object to that proposal in writing, or (iii) rescind the delivery of its Preliminary Notice. Tenant’s failure to respond to Landlord’s determination of the Fair Market Rental Rate within Tenant’s Review Period will constitute Tenant’s rescission of its Preliminary Notice. The Option to Extend will expire upon a rescission or deemed rescission of Tenant’s Preliminary Notice. If Tenant objects to the Fair Market Rental Rate Landlord submits, Tenant shall simultaneously deliver to Landlord, within Tenant’s Review Period, Tenant’s determination as to the appropriate Fair Market Rental Rate and the delivery of such determination will constitute Tenant’s irrevocable exercise of TENANTits Option to Extend with respect to the entire Premises. Following Tenant’s option delivery of Tenant’s determination as to extend the lease term appropriate Fair Market Rental Rate, Landlord and Tenant shall attempt in which good faith to agree on a fair market rental rate for upon the PREMISES for the EXTENDED TERMFair Market Rental Rate. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable Landlord and Tenant fail to reach an agreement on the BASE RENT for Fair Market Rental Rate by the EXTENDED TERM during such date which is thirty (30) day perioddays following Tenant’s Review Period (“Outside Agreement Date”), then each party shall make, and Tenant may either (i) rescind its Preliminary Notice or (ii) submit to the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM within ten (10) days of the expiration of such thirty (30) day period, and the determination of such BASE RENT for the EXTENDED TERM Fair Market Rental Rate to binding arbitration in accordance with the following provisions: 26.2.1 Not later than fifteen (15) days following the Outside Agreement Date, Landlord and Tenant shall be submitted to arbitration as hereinafter provided: Within such ten mutually select and appoint one arbitrator who is either a (10i) day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, be a professional real estate broker or appraiser (who is a member not an Affiliate of Landlord or Tenant) who has been continuously active for the American Institute of Appraisers, or any successor organization and who shall have been active over the ten (10) five-year period ending on the date of such the appointment on a full-time basis in the sale and leasing of Comparable Buildings or (ii) an MAI real estate appraiser (who is not an Affiliate of Landlord or Tenant) who has been continuously active for the five-year period ending on the date of the appointment in the appraising Comparable Buildings and has experience in determining market rental rates for lease transactions of comparable size (in terms of square footage leased). For purposes hereof, an “MAI” appraiser means an individual who holds an MAI designation conferred by, and is an independent member of, the American Institute of Real Estate Appraisers (or appraisalits successor organization, as the case may be) of commercial properties or in the area in which event there is no successor organization, the PREMISES are locatedorganization most similar). The arbitrator’s determination of the fair market rental value shall be final and conclusive and shall will be limited solely to the issue of whether LANDLORD’s or TENANT’s which of the parties’ determinations of the Fair Market Rental Rate submitted BASE RENT for in accordance with the EXTENDED TERM, provisions of this Section 26.2 is closer to the actual Fair Market Rental Rate as applicable, is independently determined by the closest to such arbitrator. The party’s determination of fair market rental value, and the Fair Market Rental Rate that such party’s BASE RENT for arbitrator determines is closer to the EXTENDED TERM actual Fair Market Rental Rate shall be the BASE RENT Base Rent for the EXTENDED TERM. The arbitrator shall reach such a decision and notify LANDLORD and TENANT period of such determination within the Option Term. 26.2.2 Within thirty (30) days after the date of the appointment of the arbitrator, the arbitrator will give the parties written notice of his or her appointment. If LANDLORD determination as to which of the parties’ determinations regarding the Fair Market Rental Rate will be deemed to be the Base Rent for the ensuing Option Term. 26.2.3 On the arbitrator’s initiative or at the request of either party, the arbitrator will require the presentation of evidence or the submission of briefs regarding the methodology and TENANT are unable to reach an agreement upon and appoint a single arbitrator, then data the appointment parties used in arriving at their respective determinations of the Fair Market Rental Rate. 26.2.4 The decision of the arbitrator shall will bind the parties as to the determination of the Fair Market Rental Rate. 26.2.5 If the parties fail to agree and appoint an arbitrator within the time specified above, that appointment will be made by the Presiding Judge Houston, Texas Chapter of the Superior Court of Los Angeles CountyAmerican Arbitration Association, or, if he or she it refuses to act, by any State judge having jurisdiction over the parties. 26.2.6 The parties shall equally share the cost of the arbitration. 26.2.7 Upon a determination of Fair Market Rental Rate, the parties will promptly amend this Lease to document the extension of the Lease Term. The Base Rent payable by Tenant with respect to such Option Term shall be the Fair Market Rental Rate agreed to by, or Federal judge sitting determined by arbitration for, the parties (as applicable) as provided in the County of Los Angelesthis Article XXVI.

Determination of Fair Market Rental Rate. In connection with the determination of event Tenant timely and appropriately objects in writing to the BASE RENT for Fair Market Rental Rate initially determined by Landlord in the EXTENDED TERM under this LEASEOption Rent Notice, the parties Landlord and Tenant shall have thirty thereafter 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 twenty (3020) days after LANDLORD receives following Tenant’s objection to such Fair Market Rental Rate (the notice of exercise of TENANT’s option to extend the lease term in which to agree on a fair market rental rate for the PREMISES for the EXTENDED TERM. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during such thirty (30“Outside Agreement Date”) day period, then each party shall make, and submit to the other, other party a separate written statement determination of its proposed fair market BASE RENT for the EXTENDED TERM Option Rent within ten (10) business days of after the expiration of such thirty (30) day periodOutside Agreement Date, and the determination of such BASE RENT for the EXTENDED TERM determinations shall be submitted to arbitration as hereinafter provided: Within in accordance with Sections 4.1 through 4.7 below. If Landlord’s and Tenant’s determinations do not differ by an amount in excess of five (5%) percent, the two determinations shall be averaged and the resulting figure shall be conclusively deemed to be the Fair Market Rental Rate. If the two determinations differ by an amount in excess of five (5%) percent, then such determinations shall be submitted to arbitration in accordance with Sections 4.1 through 4.7 below. Failure of Tenant or Landlord to submit a written determination of the Option Rent within such ten (10) business day period, LANDLORD period shall conclusively be deemed to be the non-determining party’s approval of the Option Rent submitted within such ten (10) business day period by the other party. 4.1 Landlord and TENANT Tenant shall agree on a single arbitrator each appoint one (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment1) appraiser who shall, shall by profession, profession be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten five (105) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) appraisal of commercial properties office buildings in the area in which the PREMISES are locatedMarket Area. The arbitrator’s determination of the fair market rental value shall be final and conclusive and appraisers shall be limited solely to the issue of whether LANDLORDLandlord’s or TENANTTenant’s submitted BASE RENT for the EXTENDED TERM, as applicable, Fair Market Rental Rate is the closest closer to the actual Fair Market Rental Rate as determined by the appraisers, taking into account the requirements with respect thereto set forth in Section 2 above. Each such arbitrator’s determination of fair market rental value, and such party’s BASE RENT for the EXTENDED TERM appraiser shall be appointed within thirty (30) days after the BASE RENT Outside Agreement Date. 4.2 The two (2) appraisers so appointed shall, within ten (10) days of the date of the appointment of the last appointed appraiser, agree upon and appoint a third appraiser who shall be qualified under the same criteria set forth hereinabove for qualification of the EXTENDED TERM. initial two (2) appraisers. 4.3 The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination three (3) appraisers shall, within thirty (30) days of his the appointment of the third appraiser, reach a decision as to which of Landlord’s or her appointment. Tenant’s submitted Fair Market Rental Rate is closer to the actual Fair Market Rental Rate and shall select such closer determination as the Fair Market Rental Rate and notify Landlord and Tenant thereof. 4.4 The decision of the majority of the three (3) appraisers shall be binding upon Landlord and Tenant. 4.5 If LANDLORD either Landlord or Tenant fails to appoint an appraiser within the time period specified in Section 4.1 hereinabove, the appraiser appointed by one of them shall reach a decision, notify Landlord and TENANT are unable Tenant thereof, and such appraiser’s decision shall be binding upon Landlord and Tenant. 4.6 If the two (2) arbitrators fail to reach an agreement agree upon and appoint a single arbitratorthird arbitrator within the time period provided in Section 4.3 above, then the appointment of parties shall mutually select the third arbitrator. If Landlord and Tenant are unable to agree upon the third arbitrator shall be made by within ten (10) days, then either party may, upon at least five (5) days prior written notice to the other party, request the Presiding Judge of the San Francisco County Superior Court Court, acting in his private and nonjudicial capacity, to appoint the third arbitrator. Following the appointment of Los Angeles Countythe third arbitrator, orthe panel of arbitrators shall within thirty (30) days thereafter reach a decision as to whether Landlord’s or Tenant’s submitted Option Rent shall be used and shall notify Landlord and Tenant thereof. 4.7 Each party shall pay the fees and expenses of the appraiser appointed by or on behalf of it, and each shall pay one-half of the fees and expenses of the third appraiser, if he or she refuses to act, by any State or Federal judge sitting in the County of Los Angelesany.

Determination of Fair Market Rental Rate. In connection with the determination of event ---------------------------------------- Tenant timely and appropriately objects in writing to the BASE RENT for Fair Market Rental Rate initially determined by Landlord, Landlord and Tenant shall attempt to agree upon the EXTENDED TERM under this LEASEFair Market Rental Rate, the parties shall have thirty using their best good-faith efforts. If Landlord and Tenant fail to reach agreement within twenty (3020) days after LANDLORD receives following Tenant's objection to the notice of exercise of TENANT’s option to extend Fair Market Rental Rate (the lease term in which to agree on a fair market rental rate for the PREMISES for the EXTENDED TERM. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during such thirty (30) day period"Outside Agreement Date"), then each party shall make, and submit to the other, other party a separate written statement determination of its proposed fair market BASE RENT for the EXTENDED TERM Fair Market Rental Rate within ten (10) business days of after the expiration of such thirty (30) day periodOutside Agreement Date, and the determination of such BASE RENT for the EXTENDED TERM determinations shall be submitted to arbitration as hereinafter provided: Within in accordance with Paragraphs 9.5.1 through 9.5.7 below. Failure of Tenant or Landlord to submit a written determination of the Fair Market Rental Rate within such ten (10) business day period, LANDLORD period shall conclusively be deemed to be the non-determining party's approval of the Fair Market Rental Rate submitted within such ten (10) business day period by the other party. 9.5.1 Landlord and TENANT Tenant shall agree on a single each appoint one arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, shall by profession, profession be a an independent real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten five (105) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties in the area in which the PREMISES are locatedAlameda, California. The arbitrator’s determination of the fair market rental value shall be final and conclusive and arbitrators shall be limited solely to the issue of whether LANDLORD’s Landlord's or TENANT’s Tenant's submitted BASE RENT for the EXTENDED TERM, as applicable, Fair Market Rental Rate is the closest to the actual Fair Market Rental Rate as determined by the arbitrators, taking into account the requirements of Paragraph 9.4 of this First Amendment. Each such arbitrator’s determination of fair market rental value, and such party’s BASE RENT for the EXTENDED TERM arbitrator shall be the BASE RENT for the EXTENDED TERM. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination appointed within thirty (30) days after the Outside Agreement Date . 9.5.2 The two (2) arbitrators so appointed shall within ten (10) days of his or her appointment. If LANDLORD and TENANT are unable to reach an agreement the date of the appointment of the last appointed arbitrator agree upon and appoint a single arbitrator, then third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the initial two (2) arbitrators. 9.5.3 The three (3) arbitrators shall Within thirty (30) days after the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord's or Tenant's submitted Fair Market Rental Rate and shall notify Landlord and Tenant thereof. 9.5.4 The decision of the majority of the three (3) arbitrators shall be made binding upon Landlord and Tenant. 9.5.5 If either Landlord or Tenant fails to appoint an arbitrator within thirty (30) days after the applicable Outside Agreement Date, the arbitrator appointed by one of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator's decision shall be binding upon Landlord and Tenant. 9.5.6 If the two (2) arbitrators fail to agree upon and appoint a third arbitrator within the time period provided in Paragraph 9.5.2 above, then the parties shall mutually select the third arbitrator. If Landlord and Tenant are unable to agree upon the third arbitrator within ten (10) days, then either party may, upon at least five (5) days prior written notice to the other party, request the Presiding Judge of the Alameda County Superior Court Court, acting in his private and nonjudicial capacity, to appoint the third arbitrator. Following the appointment of Los Angeles Countythe third arbitrator, orthe panel of arbitrators shall within thirty (30) days thereafter reach a decision as to whether Landlord's or Tenant's submitted Fair Market Rental Rate shall be used and shall notify Landlord and Tenant thereof. 9.5.7 The cost of the arbitrators and the arbitration proceeding shall be paid by Landlord and Tenant equally, if he or she refuses to act, by any State or Federal judge sitting in except that each party shall pay for the County cost of Los Angelesits own witnesses and attorneys.

Determination of Fair Market Rental Rate. In connection with the If Tenant timely objects in writing pursuant to Section 8.2 above to Landlord’s determination of the BASE RENT Fair Market Rental Rate for the EXTENDED TERM under this LEASEapplicable Option Term, the parties Landlord and Tenant shall have thirty (30) days after LANDLORD receives the notice of exercise of TENANT’s option to extend the lease term in which attempt to agree on a fair market rental rate for the PREMISES for the EXTENDED TERMupon such applicable Fair Market Rental Rate using their best good-faith efforts. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable Landlord and Tenant fail to reach an agreement on within ten (10) business days (the BASE RENT for the EXTENDED TERM during “Outside Agreement Date”) following Tenant’s objection to such thirty (30) day periodapplicable Fair Market Rental Rate, then each party shall make, and submit to the other, other party a separate written statement determination of its proposed fair market BASE RENT for the EXTENDED TERM such applicable Fair Market Rental Rate within ten (10) business days of after the expiration of such thirty (30) day periodapplicable Outside Agreement Date, and the determination of such BASE RENT for the EXTENDED TERM determinations shall be submitted to arbitration as hereinafter provided: Within in accordance with Sections 8.3.1 through 8.3.7 below. Failure of Tenant or Landlord to submit a written determination of such applicable Fair Market Rental Rate within such ten (10) business day period, LANDLORD period shall conclusively be deemed to be the non-determining party’s approval of such Fair Market Rental Rate submitted within such ten (10) business day period by the other party. 8.3.1 Landlord and TENANT Tenant shall agree on a single each appoint one arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, shall by profession, profession be a an independent real estate broker who has no financial interest in Landlord or appraiser who is a member of the American Institute of AppraisersTenant, or any successor organization and who shall have been active over the ten five (105) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties space in the area in which the PREMISES are locatedComparable Buildings. The arbitrator’s determination of the fair market rental value shall be final and conclusive and arbitrators shall be limited solely to the issue of whether LANDLORDLandlord’s or TENANTTenant’s submitted BASE RENT Fair Market Rental Rate for the EXTENDED TERM, as applicable, applicable Option Term is the closest to the actual Fair Market Rental Rate for such arbitrator’s determination Option Term, as determined by the arbitrators, taking into account the requirements of fair market rental value, and Section 8.1 above. Each such party’s BASE RENT for the EXTENDED TERM arbitrator shall be the BASE RENT for the EXTENDED TERM. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination appointed within thirty (30) days after the applicable Outside Agreement Date. 8.3.2 The two (2) arbitrators so appointed shall within ten (10) business days of his or her appointment. If LANDLORD and TENANT are unable to reach an agreement the date of the appointment of the last appointed arbitrator agree upon and appoint a single arbitratorthird arbitrator who shall be qualified under the same criteria as set forth hereinabove for qualification of the initial two (2) arbitrators, then except that the third arbitrator shall not have been previously engaged by Landlord or Tenant for any purpose. 8.3.3 The three (3) arbitrators shall conduct a hearing within twenty (20) days after the appointment of the third arbitrator and within ten (10) days thereafter reach a decision as to which of the Landlord’s or Tenant’s submitted Fair Market Rental Rate for the applicable Option Term is closest to the actual Fair Market Rental Rate for such Option Term, and the arbitrators shall use whichever of Landlord’s or Tenant’s submitted applicable Fair Market Rental Rate is closest to the actual Fair Market Rental Rate for such Option Term and shall notify Landlord and Tenant thereof. 8.3.4 The decision of the majority of the three (3) arbitrators shall be made binding upon Landlord and Tenant. 8.3.5 If either Landlord or Tenant fails to appoint an arbitrator within thirty (30) days after the applicable Outside Agreement Date, the arbitrator appointed by one of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator’s decision shall be binding upon Landlord and Tenant. 8.3.6 If the two (2) arbitrators fail to agree upon and appoint a third arbitrator within the time period provided in Section 8.3.2 above, then the parties shall mutually select the third arbitrator. If Landlord and Tenant are unable to agree upon the third arbitrator within ten (10) days, then either party may, upon at least five (5) days’ prior written notice to the other party, request the Presiding Judge of the Sacramento County Superior Court Court, acting in his private and nonjudicial capacity, to appoint the third arbitrator (who shall meet the criteria set forth in Section 8.3.1 above). Following the appointment of Los Angeles Countythe third arbitrator, orthe panel of arbitrators shall within thirty (30) days thereafter reach a decision as to whether Landlord’s or Tenant’s submitted Fair Market Rental Rate for the applicable Option Term shall be used and shall notify Landlord and Tenant thereof. 8.3.7 The cost of the arbitrators and the arbitration proceeding shall be paid by Landlord and Tenant equally, if he or she refuses to act, by any State or Federal judge sitting in except that each party shall pay for the County cost of Los Angelesits own witnesses and attorneys.

Determination of Fair Market Rental Rate. In connection with the event Tenant timely and appropriately exercises the applicable option to extend this Lease and objects to or does not accept the Option Rent or, if Tenant otherwise exercises the applicable option to extend this Lease, Landlord and Tenant shall attempt to agree upon the Fair Market Rental Rate for the subject space, using reasonable good-faith efforts. If Landlord and Tenant fail to reach agreement by the date which is ten (10) months prior to the commencement of an Option Term (the “Outside Agreement Date”), then each of the parties shall make a separate determination of the BASE RENT for the EXTENDED TERM under this LEASE, the parties shall have thirty (30) days after LANDLORD receives the notice of exercise of TENANT’s option to extend the lease term in which to agree on a fair market rental rate for the PREMISES for the EXTENDED TERM. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during such thirty (30) day period, then each party shall make, and submit to the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM subject Fair Market Rental Rate within ten (10) days following the Outside Agreement Date and such determinations shall be submitted to the arbitrators pursuant to the provisions of the expiration of this Section 2.2.4 and such thirty (30) day period, and the determination of such BASE RENT for the EXTENDED TERM submittal shall be submitted to arbitration as hereinafter provided: Within such ten (10) day period, LANDLORD in accordance with Sections 2.2.4.1 through 2.2.4.7 of this Lease. -9- EOP Matter ID No. 7467 2.2.4.1 Landlord and TENANT Tenant shall agree on a single each appoint one arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, shall by profession, profession be a real estate broker broker, appraiser or appraiser who is a member of the American Institute of Appraisers, or any successor organization and attorney who shall have been active over the ten five (105) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial first class office properties in the area in which the PREMISES are locatedLos Angeles County (including Santa Mxxxxx and West Los Angeles), California area. The arbitrator’s determination of the fair market rental value shall be final and conclusive and arbitrators shall be limited solely to the issue area of whether LANDLORDLandlord’s or TENANTTenant’s submitted BASE RENT for the EXTENDED TERM, as applicableFair Market Rental Rate, is the closest to the actual Fair Market Rental Rate as determined by the arbitrators, taking into account the requirements of Section 2.2.5 of this Lease. Each such arbitrator’s determination of fair market rental value, and such party’s BASE RENT for the EXTENDED TERM arbitrator shall be appointed within fifteen (15) days after the BASE RENT for the EXTENDED TERMapplicable Outside Agreement Date. Landlord and Tenant may consult with their selected arbitrators prior to appointment and may select an arbitrator who is favorable to their respective positions. The arbitrators so selected by Landlord and Tenant shall be deemed “Advocate Arbitrators.” 2.2.4.2 The two Advocate Arbitrators so appointed shall be specifically required pursuant to an engagement letter within ten (10) days of the date of the appointment of the last appointed Advocate Arbitrator agree upon and appoint a third arbitrator (“Neutral Arbitrator”) who shall reach such a decision be qualified under the same criteria set forth hereinabove for qualification of the two Advocate Arbitrators except that neither the Landlord or Tenant or either parties Advocate Arbitrator may, directly or indirectly, consult with the Neutral Arbitrator prior or subsequent to his or her appearance. The Neutral Arbitrator shall be retained via an engagement letter jointly prepared by Landlord’s counsel and notify LANDLORD and TENANT of such determination Tenant’s counsel. 2.2.4.3 The three arbitrators shall within thirty (30) days of his or her appointment. If LANDLORD and TENANT are unable to reach an agreement upon and appoint a single arbitrator, then the appointment of the arbitrator Neutral Arbitrator reach a decision as to Fair Market Rental Rate and determine whether the Landlord’s or Tenant’s determination of Fair Market Rental Rate as submitted pursuant to Section 2.2.4 of this Lease is closest to Fair Market Rental Rate as determined by the arbitrators and simultaneously publish a ruling (“Award”) indicating whether Landlord’s or Tenant’s submitted Fair Market Rental Rate is closest to the Fair Market Rental Rate as determined by the arbitrators. Following notification of the Award, the Landlord’s or Tenant’s submitted Fair Market Rental Rate determination, whichever is selected by the arbitrators as being closest to Fair Market Rental Rate shall become the then applicable Fair Market Rental Rate. 2.2.4.4 The Award issued by the majority of the three arbitrators shall be made by binding upon Landlord and Tenant. 2.2.4.5 If either Landlord or Tenant fail to appoint an Advocate Arbitrator within fifteen (15) days after the Presiding Judge applicable Outside Agreement Date, either party may petition the presiding judge of the Superior Court of Los Angeles CountyCounty to appoint such Advocate Arbitrator subject to the criteria in Section 2.2.4.1 of this Lease, or, or if he or she refuses to act, by either party may petition any State or Federal judge sitting in having jurisdiction over the County parties to appoint such Advocate Arbitrator. 2.2.4.6 If the two Advocate Arbitrators fail to agree upon and appoint the Neutral Arbitrator, then either party may petition the presiding judge of the Superior Court of Los AngelesAngeles County to appoint the Neutral Arbitrator, subject to criteria in Section 2.2.4.1 of this Lease, or if he or she refuses to act, either party may petition any judge having jurisdiction over the parties to appoint such arbitrator. 2.2.4.7 The cost of arbitration shall be paid by Landlord and Tenant equally.

Determination of Fair Market Rental Rate. In connection with the determination of event Tenant timely objects in writing to the BASE RENT for the EXTENDED TERM under this LEASEapplicable Fair Market Rental Rate initially determined by Landlord, the parties Landlord and Tenant shall have thirty (30) days after LANDLORD receives the notice of exercise of TENANT’s option to extend the lease term in which attempt to agree on a fair market rental rate for upon the PREMISES for the EXTENDED TERMapplicable Fair Market Rental Rate, using their best good-faith efforts. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable Landlord and Tenant fail to reach an agreement on within ten (10) business days following Tenant's objection to the BASE RENT for applicable Fair Market Rental Rate (the EXTENDED TERM during such thirty (30) day period"Outside Agreement Date"), then each party shall make, and submit to the other, other party a separate written statement determination of its proposed fair market BASE RENT for the EXTENDED TERM applicable Fair Market Rental Rate within ten (10) business days of after the expiration of such thirty (30) day periodOutside Agreement Date, and the determination of such BASE RENT for the EXTENDED TERM determinations shall be submitted to arbitration in accordance with Sections 4.1 through 4.7 below; provided, however, that if the Fair Market Rental Rate determination submitted by Landlord is less than the Fair Market Rental Rate originally provided by Landlord in Landlord's Option Rent Notice, Tenant shall thereafter have five (5) business days to accept such determination as hereinafter provided: Within the Option Rent in which event the arbitration proceedings in Sections 4.1 through 4.6 below shall not apply. Failure of Tenant or Landlord to submit a written determination of the applicable Fair Market Rental Rate within such ten (10) business day periodperiod shall conclusively be deemed to be the non-determining party's approval of the applicable Fair Market Rental Rate submitted within such ten (10) business day period by the other party. 4.1 Landlord and Tenant shall each appoint, LANDLORD and TENANT one arbitrator who shall agree on a single arbitrator by profession be an independent real estate appraiser holding the professional designation as an MAI (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointmentits equivalent) who shall, by profession, be a real estate broker has no financial interest in Landlord or appraiser who is a member of the American Institute of Appraisers, or any successor organization Tenant and who shall have been active over the ten five (105) year period ending on the date of such appointment on a full-time basis in the leasing appraisal rental purposes of rentals of space in first-class office buildings in San Mateo County, California (or appraisal, as the case may be) of commercial properties in the area in which the PREMISES are located"Comparable Buildings"). The arbitrator’s determination of the fair market rental value shall be final and conclusive and arbitrators shall be limited solely to the issue of whether LANDLORD’s Landlord's or TENANT’s Tenant's submitted BASE RENT for the EXTENDED TERM, as applicable, Fair Market Rental Rate is the closest to the actual Fair Market Rental Rate as determined by the arbitrators, taking into account the requirements of Section 2 of this Extension Rider. Each such arbitrator’s determination of fair market rental value, and such party’s BASE RENT for the EXTENDED TERM arbitrator shall be the BASE RENT for the EXTENDED TERM. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination appointed within thirty (30) days after the applicable Outside Agreement Date. 4.2 The two (2) arbitrators so appointed shall within ten (10) business days of his or her appointment. If LANDLORD and TENANT are unable to reach an agreement the date of the appointment of the last appointed arbitrator agree upon and appoint a single arbitratorthird arbitrator who shall be qualified under the same criteria as set forth hereinabove for qualification of the initial two (2) arbitrators, then except that the third arbitrator shall not have been previously engaged by Landlord or Tenant for any purpose. 4.3 The three (3) arbitrators shall conduct a hearing within twenty (20) days after the appointment of the third arbitrator and within ten (10) days thereafter reach a decision as to which of the Landlord's or Tenant's submitted Fair Market Rental Rate is closest to the actual Fair Market Rental Rate, and the arbitrators shall use whichever of Landlord's or Tenant's submitted Fair Market Rental Rate is closest to the actual Fair Market Rental Rate to be paid during the Option Term and shall notify Landlord and Tenant thereof. 4.4 The decision of the majority of the three (3) arbitrators shall be made binding upon Landlord and Tenant. 4.5 If either Landlord or Tenant fails to appoint an arbitrator within thirty (30) days after the Outside Agreement Date, and if such failure shall continue for an additional fifteen (15) days after written notice thereof is received by the non-appointing party, the arbitrator appointed by one of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator's decision shall be binding upon Landlord and Tenant. 4.6 If the two (2) arbitrators fail to agree upon and appoint a third arbitrator within the time period provided in Section 4.2 above, then the parties shall mutually select the third arbitrator. If Landlord and Tenant are unable to agree upon the third arbitrator within ten (10) days, then either party may, upon at least five (5) days' prior written notice to the other party, request the Presiding Judge of the San Mateo County Superior Court Court, acting in his private and nonjudicial capacity, to appoint the third arbitrator. Following the appointment of Los Angeles Countythe third arbitrator, orthe panel of arbitrators shall within thirty (30) days thereafter reach a decision as to whether Landlord's or Tenant's submitted Fair Market Rental Rate shall be used and shall notify Landlord and Tenant thereof. 4.7 The cost of the arbitrators and the arbitration proceeding shall be paid by Landlord and Tenant equally, if he or she refuses to act, by any State or Federal judge sitting in except that each party shall pay for the County cost of Los Angelesits own witnesses and attorneys.

Determination of Fair Market Rental Rate. In connection with If Sublandlord and Subtenant fail to reach agreement on the determination of the BASE RENT for the EXTENDED TERM under this LEASE, the parties shall have Fair Market Rental Rate within thirty (30) days after LANDLORD receives from Sublandlord's written or deemed objection to the notice Offer Notice then, at Subtenant's election, Subtenant may either retract its Offer Notice or require that each party's determination of exercise of TENANT’s option to extend the lease term in which to agree on a fair market rental rate Fair Market Rental Rate for the PREMISES for the EXTENDED TERM. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during such thirty (30) day period, then each party shall make, and submit to the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM within ten (10) days of the expiration of such thirty (30) day period, and the determination of such BASE RENT for the EXTENDED TERM shall Additional Premises be submitted to arbitration as hereinafter provided: Within such ten appraisal in accordance with subparagraphs (10i) day period, LANDLORD through (vii) below. (i) Sublandlord and TENANT Subtenant shall agree on a single arbitrator each appoint one (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment1) appraiser who shall, shall by profession, profession be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten five (105) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) appraisal of commercial properties in the area in which the PREMISES are locatedSanta Clarx Xxxnty area. The arbitrator’s determination of the fair market rental value shall be final and conclusive and appraisers shall be limited solely to the issue of whether LANDLORD’s Sublandlord's or TENANT’s submitted BASE RENT Subtenant's Fair Market Rental Rate for the EXTENDED TERM, as applicable, Additional Premises is the closest closer to such arbitrator’s determination of fair market rental value, and such party’s BASE RENT the actual Fair Market Rental Rate for the EXTENDED TERM Additional Premises as determined by the appraisers, taking into account the requirements with respect thereto set forth in this Section. Each such appraiser shall be appointed within fifteen (15) days of the BASE RENT expiration of the thirty-day period provided above for the EXTENDED TERM. parties' good faith negotiations. (ii) The arbitrator two (2) appraisers so appointed shall, within fifteen (15) days of the date of the appointment of the last appointed appraiser, agree upon and appoint a third appraiser who shall reach such a decision and notify LANDLORD and TENANT be qualified under the same criteria set forth hereinabove for qualification of such determination the initial two appraisers. (iii) The three appraisers shall, within thirty (30) days of his the appointment of the third appraiser, reach a decision as to whether the parties shall use Sublandlord's or her appointmentSubtenant's submitted Fair Market Rental Rate to establish the new Base Rent, and shall notify Sublandlord and Subtenant thereof. Such decision shall be based upon the projected fair market rentals being paid under comparable leases for similar office space in comparable buildings. (iv) The decision of the majority of the three appraisers shall be binding upon Sublandlord and Subtenant. (v) If LANDLORD either Sublandlord or Subtenant fails to appoint an appraiser within the time period specified in subparagraph (i) hereinabove, the appraiser appointed by one of them shall reach a decision, notify Sublandlord and TENANT are unable Subtenant thereof, and such appraiser shall be binding upon Sublandlord and Subtenant. (vi) If the two appraisers fail to reach an agreement agree upon and appoint a single arbitratorthird appraiser, then the appointment of the arbitrator a third appraiser shall be made appointed by the Presiding Judge of the Superior Court of Los Angeles CountySanta Clarx Xxxnty, orCalifornia. (vii) Each party shall pay the fees and expenses of the appraiser appointed by or on behalf of it, and each party shall pay one-half (1/2) of the fees and expenses of the third appraiser, if he or she refuses to act, by any State or Federal judge sitting in the County of Los Angelesany.

Determination of Fair Market Rental Rate. In connection with If Tenant timely exercises the determination Extension Option, Landlord shall advise Tenant of the BASE RENT proposed Fair Market Rental Rate for the EXTENDED TERM under this LEASE, the parties shall have thirty Option Term no later than twenty (3020) days after LANDLORD receives receipt by Landlord of Exercise Notice (“FMR Notice”). It Tenant disagrees with Landlord’s proposed Fair Market Rental Rate, Landlord and Tenant shall promptly meet and attempt to agree upon the notice of exercise of TENANT’s option to extend Fair Market Rental Rate for the lease term in which Option Term. If Landlord and Tenant are unable to agree on a fair market rental rate the Fair Market Rental Rate for the PREMISES for the EXTENDED TERM. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during such thirty (30) day period, then each party shall make, and submit to the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM within ten (10) days of the expiration of such thirty (30) day period, and the determination of such BASE RENT for the EXTENDED TERM shall be submitted to arbitration as hereinafter provided: Within such ten (10) day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten (10) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties in the area in which the PREMISES are located. The arbitrator’s determination of the fair market rental value shall be final and conclusive and shall be limited solely to the issue of whether LANDLORD’s or TENANT’s submitted BASE RENT for the EXTENDED TERM, as applicable, is the closest to such arbitrator’s determination of fair market rental value, and such party’s BASE RENT for the EXTENDED TERM shall be the BASE RENT for the EXTENDED TERM. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination Option Term within thirty (30) days of his or her appointmentreceipt by Tenant of the FMR Notice, Landlord and Tenant each, at its cost and by giving written notice to the other party, shall appoint a competent and impartial commercial real estate broker (hereinafter “broker”) with at least ten (10) years’ full-time commercial real estate brokerage experience in the geographical area of the Premises to set the Fair Market Rental Rate for the space and term at issue. If LANDLORD either Landlord or Tenant does not appoint a broker within ten (10) days after the other party has given notice of the name of its broker, the single broker appointed shall be the sole broker and TENANT shall conclusively determine the Fair Market Rental Rate for the Option Term. If two (2) brokers are appointed by Landlord and Tenant as stated in this paragraph, they shall meet promptly and attempt to set the Fair Market Rental Rate. In addition, if either of the first two (2) brokers fails to submit their opinion of the Fair Market Rental Rate within the time frames set forth below, then the single Fair Market Rental Rate submitted shall automatically be the initial monthly installment of Base Rent for the Option Term and shall be binding upon Landlord and Tenant. If the two (2) brokers are unable to reach an agreement upon and appoint agree within ten (10) days after the second broker has been appointed, they shall attempt to select a single arbitratorthird broker, then meeting the appointment of qualifications stated in this paragraph within ten (10) days after the arbitrator shall be made last day the two (2) brokers are given to set the Fair Market Rental Rate. If the two (2) brokers are unable to agree on the third broker, either Landlord or Tenant by giving ten (10) days’ written notice to the other party, can apply to the Presiding Judge of the Superior Court of Los Angeles Countythe county in which the Premises is located for the selection of a third broker who meets the qualifications stated in this paragraph. Landlord and Tenant each shall bear one-half (½) of the cost of appointing the third broker and of paying the third broker’s fee. The third broker, orhowever selected, if he shall be a person who has not previously acted in any capacity for either Landlord or she refuses Tenant. Within fifteen (15) days after the selection of the third broker, the third broker shall select one of the two Fair Market Rental Rates submitted by the first two brokers as the Fair Market Rental Rate for the space and term at issue. The determination of the Fair Market Rental Rate by the third broker shall be conclusive and binding upon Landlord and Tenant. Upon determination of the initial monthly installment of Base Rent for the Option Term in accordance with the terms outlined above, Landlord and Tenant shall immediately execute, at Landlord’s sole option, either the standard lease agreement then in use by Landlord, or an amendment to actthe Lease. Such new lease agreement or amendment, by any State or Federal judge sitting as the case may be, shall set forth among other things, the initial monthly installment of Base Rent for the Option Term and the actual commencement date and expiration date of the Option Term. Tenant shall have no other right to extend the Lease Term under this Extension Rider unless Landlord and Tenant otherwise agree in the County of Los Angeleswriting.

Determination of Fair Market Rental Rate. In connection with If Tenant timely objects to the determination of Fair Market Rental Rate submitted by Landlord in the BASE RENT for the EXTENDED TERM under this LEASEOption Rent Notice, the parties Landlord and Tenant shall have thereafter 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 thirty (30) days after LANDLORD receives following Tenant’s objection to such Fair Market Rental Rate (the notice of exercise of TENANT’s option to extend the lease term in which to agree on a fair market rental rate for the PREMISES for the EXTENDED TERM. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during such thirty (30) day period“Outside Agreement Date”), then each party shall make, and submit place in a separate sealed envelope its final proposal as to the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM within ten (10) days of the expiration of appropriate Fair Market Rental Rate and such thirty (30) day period, and the determination of such BASE RENT for the EXTENDED TERM shall be submitted to arbitration in accordance with Sections 4.1 through 4.5 below. 4.1 Landlord and Tenant shall meet with each other within five (5) business days after the Outside Agreement Date and exchange the sealed envelopes and then open such envelopes in each other’s presence. If the two (2) different amounts submitted by the parties as hereinafter provided: Within set forth in such ten sealed envelopes are equal to or less than two percent (102%) day periodapart, LANDLORD then (a) those two (2) amounts shall be averaged, (b) the resulting averaged amount shall be the Fair Market Rental Rate for the Option Term, and TENANT (c) the following arbitration procedures in this Section 4 shall not apply. If, however, such amounts are more than two percent (2%) apart, and Landlord and Tenant do not mutually agree upon the Fair Market Rental Rate within five (5) business days after the exchange and opening of envelopes, then, within fifteen (15) business days after the exchange and opening of envelopes Landlord and Tenant shall agree on upon and jointly appoint a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, shall by profession, profession be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten fifteen (1015) year period ending on the date of such appointment on a fullin consummating leasing transactions in commercial high-time basis in the leasing (or appraisal, as the case may be) of commercial rise properties in the area in which Financial District of San Francisco and where such broker does not represent and has not represented either Landlord or Tenant. Neither Landlord nor Tenant shall consult with such broker as to his or her opinion as to Fair Market Rental Rate prior to the PREMISES are locatedappointment. The arbitrator’s determination of the fair market rental value shall be final and conclusive and arbitrator shall be limited solely to the issue of whether LANDLORDLandlord’s or TENANTTenant’s submitted BASE RENT for the EXTENDED TERM, as applicable, Fair Market Rental Rate is the closest closer to the actual Fair Market Rental Rate as determined by the arbitrator, taking into account the requirements of this provision. Such arbitrator may hold such hearings and gather such third party evidence regarding Fair Market Rental Rate as the arbitrator’s , in his or her sole discretion, determines is necessary. In addition, Landlord or Tenant may submit to the arbitrator with a copy to the other party within five (5) business days after the appointment of the arbitrator any market data and additional information that such party deems relevant to the determination of fair market rental value, Fair Market Rental Rate (“FMRR Data”) and the other party may submit a reply in writing within five (5) business days after receipt of such party’s BASE RENT for the EXTENDED TERM shall be the BASE RENT for the EXTENDED TERM. FMRR Data. 4.2 The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination shall, within thirty (30) days of after his or her appointment. , reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted Fair Market Rental Rate, and shall notify Landlord and Tenant of such determination, which determination shall be binding upon Landlord and Tenant. 4.3 The procedural laws set forth in the California General Arbitration Act (California Code of Civil Procedure Sections 1280 through 1294.2) shall govern such arbitration. 4.4 If LANDLORD Landlord and TENANT are unable Tenant fail to reach an agreement agree upon and appoint a single an arbitrator, then the appointment of the arbitrator shall be made by the Presiding Judge of the San Francisco Superior Court of Los Angeles CountyCourt, or, if he or she refuses to act, by any State or Federal judge sitting in having jurisdiction over the County parties. 4.5 The cost of Los Angelesarbitration shall be paid by Landlord and Tenant equally.

Determination of Fair Market Rental Rate. In connection with If Tenant timely objects to ---------------------------------------- the Fair Market Rental Rate submitted by Landlord in the Option Rent Notice (or timely objects to Landlord's determination of the BASE RENT Fair Market Rental Rate for the EXTENDED TERM under this LEASEFirst Offer Space pursuant to Section 1.4.3 of the Lease), the parties Landlord and Tenant shall have thereafter 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 thirty (30) days after LANDLORD receives following Tenant's objection to such Fair Market Rental Rate (the notice of exercise of TENANT’s option to extend "OUTSIDE AGREEMENT DATE") then the lease term in which to agree on a fair market rental rate for the PREMISES for the EXTENDED TERM. If the parties agree on the fair market rental rate for the EXTENDED TERM during that period, they shall immediately execute an amendment to this LEASE, stating the agreed BASE RENT for the EXTENDED TERM based on such agreed fair market rental rate. If the parties are unable to reach an agreement on the BASE RENT for the EXTENDED TERM during such thirty (30) day period, then each party shall make, and submit to the other, a separate written statement of its proposed fair market BASE RENT for the EXTENDED TERM within ten (10) days of the expiration of such thirty (30) day period, and the determination of such BASE RENT for the EXTENDED TERM applicable Fair Market Rental Rate shall be submitted to arbitration as hereinafter provided: Within such ten appraisal in accordance with Sections 4.1 through 4.7 below. 4.1 Landlord and Tenant shall each appoint one (101) day period, LANDLORD and TENANT appraiser who shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, profession be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten five (105) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) appraisal of commercial properties office buildings in the area in which the PREMISES are locatedConejo Valley. The arbitrator’s determination of the fair market rental value shall be final and conclusive and appraisers shall be limited solely to the issue of whether LANDLORD’s Landlord's or TENANT’s Tenant's submitted BASE RENT for the EXTENDED TERM, as applicable, Fair Market Rental Rate is the closest closer to the actual Fair Market Rental Rate as determined by the appraisers, taking into account the requirements with respect thereto set forth in Section 2 above. Each such arbitrator’s determination of fair market rental value, and such party’s BASE RENT for the EXTENDED TERM appraiser shall be appointed within fifteen (15) days after the BASE RENT Outside Agreement Date. 4.2 The two (2) appraisers so appointed shall, within fifteen (15) days of the date of the appointment of the last appointed appraiser, agree upon and appoint a third appraiser who shall be qualified under the same criteria set forth hereinabove for qualification of the EXTENDED TERM. initial two (2) appraisers. 4.3 The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination three (3) appraisers shall, within thirty (30) days of his the appointment of the third appraiser, reach a decision as to which of Landlord's or her appointment. Tenant's submitted Fair Market Rental Rate is closer to the actual Fair Market Rental Rate and shall select such closer determination as the Fair Market Rental Rate and notify Landlord and Tenant thereof. 4.4 The decision of the majority of the three (3) appraisers shall be binding upon Landlord and Tenant. 4.5 If LANDLORD either Landlord or Tenant fails to appoint an appraiser within the time period specified in Section 4.1 hereinabove, the appraiser appointed by one of them shall reach a decision, notify Landlord and TENANT are unable Tenant thereof, and such appraiser's decision shall be binding upon Landlord and Tenant. 4.6 If the two (2) appraisers fail to reach an agreement agree upon and appoint a single arbitratorthird appraiser, then the appointment of the arbitrator a third appraiser shall be made appointed by the Presiding Judge of the Superior Court of Los Angeles County, orCalifornia. 4.7 Each party shall pay the fees and expenses of the appraiser appointed by or on behalf of it, and each shall pay one-half of the fees and expenses of the third appraiser, if he or she refuses to act, by any State or Federal judge sitting in the County of Los Angelesany.