Common use of Extension Term Rent Clause in Contracts

Extension Term Rent. a) Tenant’s exercise of an Option to Extend will not affect any terms or conditions of the Lease except that: (i) the Lease Term shall be extended as provided above; (ii) the cap on Management Fees (as provided in Section 4.08) may be adjusted upwards (at Landlord’s election) to reflect the Fair Market Management Fee Cap as defined below; and (iii) Base Rent for the initial twelve (12) months of each Extension Term will be the Fair Market Rent as determined below, and the Base Rent will increase on an annual basis by three percent (3%) starting on each anniversary of commencement of the Extension Term. No tenant improvements or rental abatements will be provided by Landlord in connection with the exercise of an Option to Extend, which shall be considered in the determination of Fair Market Rent. b) If Tenant has properly exercised an Option to Extend, Landlord will, not later than thirty (30) days after receipt by Landlord of Tenant’s Extension notice (“Extension Rent Notice Deadline”) provide Tenant with written notice of the adjustment made by Landlord, if any, to the cap on Management Fees and the monthly Base Rent payable during the first twelve (12) month period of the applicable Extension Term (“Extension Rent Notice”) based on the current fair market base monthly rent for the Premises (“Fair Market Rent”) and, if election is made to adjust the cap on Management Fees the current fair market cap on the management fee percentage of Rent which a tenant and a landlord would accept for Comparable Transactions (“Fair Market Management Fee Cap”). If Landlord fails to provide the Extension Rent Notice by the Extension Rent Notice Deadline, Tenant will notify Landlord within thirty (30) days of Landlord’s failure to provide the Extension Rent Notice, and Landlord will have an additional thirty (30) days to provide the Extension Rent Notice after receiving Tenant’s notice. Fair Market Rent shall mean the monthly base rent amount per rentable square foot which a tenant would pay and which a willing landlord would accept for space in industrial warehouse projects, within the Fairfield/Xxxxxxxx/Benicia metropolitan area, of standards comparable to the Premises (except as set forth below), for the period for which such rental is to be paid and for a lease on terms substantially identical to those of the Lease (including, without limitation, those applicable to Additional Rent), based on prevailing market conditions in such similar projects at the time such determination is made (“Comparable Transactions”). Notwithstanding the foregoing, in considering the condition of the Premises as compared to Comparable Transactions, the value of (a) any (i) improvements, (ii) alterations or (iii) other modifications to the base building constructed at Tenant’s expense and (b) upgrades to Landlord’s Improvements requested by Tenant either prior to or following the Execution Date and paid for by Tenant including by reduction of the TI Allowance (as defined below), shall not be considered, the intent of the parties being that Fair Market Rent shall not increase as a result of improvements to the Premises paid for solely by Tenant. Without limiting the generality of the foregoing, Comparable Transactions shall be for a term similar to the Extension Term and for space comparable in use, layout, level, square footage and location within a first class project; however, leases of unusual or odd shaped spaces shall not be considered. In any determination of Fair Market Rent, the stated or contract monthly base rent in Comparable Transactions shall be appropriately adjusted to take into account the different terms and conditions prevailing in such transactions and those present in the Lease. c) Tenant shall provide written notice to Landlord on or before the later to occur of (the “Tenant Response Deadline”) the Extension Notice Deadline or the date that is thirty (30) days after Tenant’s receipt of the Extension Rent Notice, whichever date is later, of its acceptance or rejection of the Base Rent amount and/or adjusted cap on Management Fees. If Tenant accepts the Base Rent amount before the Extension Notice Deadline, the Base Rent for the Extension Term will be Fair Market Rent set forth by Landlord in the Extension Rent Notice. If Tenant accepts the adjusted cap on Management Fees before the Extension Notice Deadline, the cap on Management Fees for the Extension Term will be Fair Market Management Fee Cap set forth by Landlord in the Extension Rent Notice. If Tenant fails to notify Landlord of its acceptance by the Tenant Response Deadline, Landlord will notify Tenant within fifteen (15) days of Tenant’s failure to respond and Tenant will have an additional fifteen (15) days to provide its response. If Tenant does not respond within such second fifteen (15) days period for any reason, Tenant will be deemed to have accepted Landlord’s determinations. If Tenant does not agree with Landlord’s determinations of the Base Rent amount and/or adjusted cap on Management Fees, and delivers written notice thereof, then the parties shall submit the matter to arbitration in accordance with the procedures set forth below.

Extension Term Rent. a(1) Tenant’s exercise of an Option to Extend will not affect any terms or conditions of the Lease except that: (i) the Lease The Extension Term shall be extended as provided aboveupon and subject to all of the terms, covenants and conditions of this Lease; (ii) provided, however, that the cap on Management Fees (as provided in Section 4.08) may Basic Rent for the Extension Term shall be adjusted upwards (at Landlord’s election) equal to reflect the Fair Market Management Fee Cap as defined below; and Rental Value. Such Basic Rent shall be determined by Landlord not later than four (iii) Base Rent for the initial twelve (124) months of each Extension Term will be prior to the Fair Market Rent as determined below, and the Base Rent will increase on an annual basis by three percent (3%) starting on each anniversary of commencement of the Extension Term. No tenant improvements or rental abatements will be provided by Tenant shall send to Landlord in connection with a written notice, within twenty (20) days after the exercise date of an Option to ExtendLandlord’s notice setting forth the Fair Market Rental Value for the Extension Term, which notice shall be considered in the state that Tenant either (x) agrees with Landlord’s determination of Fair Market Rent. bRental Value for the Extension Term or (y) disagrees with Landlord’s determination of Fair Market Rental Value for the Extension Term and elects to resolve the disagreement as provided in Section 40(b)(2) below. If Tenant has properly exercised an Option does not send to ExtendLandlord a notice as provided in the previous sentence within the said twenty (20) day period, Landlord willLandlord’s determination of the Fair Market Rental Value shall be determinative. Until the disagreement is resolved as provided in Section 40(b)(2) below, not later than thirty (30) days after receipt by Landlord of Tenant’s monthly payments of Basic Rent during the Extension notice Term shall be in an amount not less than the greater of (“Extension Rent Notice Deadline”x) provide Tenant with written notice Tenant’s determination of the adjustment made by Landlord, if any, to Fair Market Rental Value and (y) the cap on Management Fees and the monthly Base Basic Rent payable during for the first twelve (12) month period immediately preceding the commencement of the applicable Extension Term Term. Within ten (“Extension Rent Notice”10) based on business days following the current fair market base monthly rent for resolution of such dispute by the Premises (“Fair Market Rent”) andparties or the decision of the brokers/appraisers, if election is made as applicable, one party shall make any necessary payment to the other party in order to adjust the cap amount previously paid by Tenant during the Extension Term to the Fair Market Rental Value as determined. Notwithstanding anything to the contrary set forth in this Section 40, in no event shall the Basic Rent for the Extension Term be less than the effective Basic Rent payable immediately preceding the commencement of the Extension Term. Tenant shall in any event pay all applicable additional charges with respect to the Premises, in the manner and at the times provided in this Lease, effective upon the commencement of the Extension Term, and notwithstanding any dispute regarding the Basic Rent for the Extension Term. (2) Any disagreement regarding the Fair Market Rental Value as defined in this Section 40 shall be resolved as follows: (i) Within twenty (20) days after Tenant’s response to Landlord’s notice of the Landlord’s initial determination of the Fair Market Rental Value, Landlord and Tenant shall meet no less than two (2) times, at a mutually agreeable time and place, to attempt to resolve any such disagreement. (ii) If, within the twenty (20) day consultation period described in subsection (i) above, Landlord and Tenant cannot reach an agreement as to the Fair Market Rental Value, they shall each make a separate determination of the Fair Market Rental Value within five (5) business days after the expiration of the said twenty (20) day period, and such determinations shall be submitted to arbitration in accordance with subsection (iii) below; provided that, if only one (1) determination of Fair Market Rental Value is submitted to arbitration within the said five (5) business day period, then such determination shall equal the Basic Rent for the Extension Term and the parties shall not proceed with arbitration. (iii) If the Basic Rent has not been determined pursuant to the procedures outlined above, Landlord and Tenant shall each appoint one arbitrator who shall be either a real estate broker or MAI appraiser and shall have been active over the five (5) year period ending on Management Fees the current date of such appointment in the leasing of commercial mid-rise and/or high-rise properties in Marin County. Each such arbitrator shall be appointed within five (5) business days after the expiration of the twenty (20) day period described in subsection (ii) above. The two (2) arbitrators so appointed shall within ten (10) days of the date of appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the first two (2) arbitrators. The determination of the arbitrators shall be limited solely to the issue of whether the Landlord’s or the Tenant’s submitted Fair Market Rental Value is the closest to the actual fair market cap on rental value of the management fee percentage of Rent which a tenant and a landlord would accept for Comparable Transactions (“Fair Market Management Fee Cap”). If Landlord fails to provide the Extension Rent Notice Premises, as determined by the Extension Rent Notice Deadline, Tenant will notify Landlord arbitrators. The three (3) arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use the Landlord’s failure to provide or the Extension Rent Notice, and Landlord will have an additional thirty (30) days to provide the Extension Rent Notice after receiving Tenant’s notice. submitted Fair Market Rent shall mean Rental Value as the monthly base rent amount per rentable square foot which a tenant would pay and which a willing landlord would accept for space in industrial warehouse projects, within the Fairfield/Xxxxxxxx/Benicia metropolitan area, of standards comparable to the Premises (except as set forth below), for the period for which such rental is to be paid and for a lease on terms substantially identical to those of the Lease (including, without limitation, those applicable to Additional Rent), based on prevailing market conditions in such similar projects at the time such determination is made (“Comparable Transactions”). Notwithstanding the foregoing, in considering the condition of the Premises as compared to Comparable Transactions, the value of (a) any (i) improvements, (ii) alterations or (iii) other modifications to the base building constructed at Tenant’s expense and (b) upgrades to Landlord’s Improvements requested by Tenant either prior to or following the Execution Date and paid for by Tenant including by reduction of the TI Allowance (as defined below), shall not be considered, the intent of the parties being that Fair Market Rent shall not increase as a result of improvements to the Premises paid for solely by Tenant. Without limiting the generality of the foregoing, Comparable Transactions shall be for a term similar to the Extension Term and for space comparable in use, layout, level, square footage and location within a first class project; however, leases of unusual or odd shaped spaces shall not be considered. In any determination of Fair Market Rent, the stated or contract monthly base rent in Comparable Transactions shall be appropriately adjusted to take into account the different terms and conditions prevailing in such transactions and those present in the Lease. c) Tenant shall provide written notice to Landlord on or before the later to occur of (the “Tenant Response Deadline”) the Extension Notice Deadline or the date that is thirty (30) days after Tenant’s receipt of the Extension Rent Notice, whichever date is later, of its acceptance or rejection of the Base Rent amount and/or adjusted cap on Management Fees. If Tenant accepts the Base Rent amount before the Extension Notice Deadline, the Base Basic Rent for the Extension Term will Term, and shall notify Landlord and Tenant thereof. The decision of the majority of the three (3) arbitrators shall be Fair Market Rent binding upon Landlord and Tenant. If either Landlord or Tenant fails to appoint an arbitrator within the five (5) business day period provided above, then 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. If the two (2) arbitrators fail to agree upon and appoint a third arbitrator within the ten (10) day period provided above, or both parties fail to appoint an arbitrator within the five (5) business day period provided above, then the Landlord shall prepare and submit to Tenant a list of three (3) proposed arbitrators that possess the required qualifications as set forth above; provided that none of arbitrators on such list or otherwise appointed by either party pursuant to any provision of this Section 40(b), nor the firm for which any of them works shall be a current or past affiliate of either the Landlord in or the Extension Rent NoticeTenant or currently retained or employed by the Landlord or the Tenant. If Tenant accepts the adjusted cap on Management Fees before the Extension Notice DeadlineWithin five (5) business days after receipt of such list, the cap on Management Fees for Tenant shall select an arbitrator therefrom and such person shall be the Extension Term will be Fair Market Management Fee Cap set forth by Landlord in third or single, as the Extension Rent Noticecase may be, arbitrator hereunder. If Tenant fails to notify Landlord of its acceptance by the Tenant Response Deadline, Landlord will notify Tenant within fifteen make such selection with such five (155) days of Tenant’s failure to respond and Tenant will have an additional fifteen (15) days to provide its response. If Tenant does not respond within such second fifteen (15) days period for any reason, Tenant will be deemed to have accepted Landlord’s determinations. If Tenant does not agree with Landlord’s determinations of the Base Rent amount and/or adjusted cap on Management Fees, and delivers written notice thereofbusiness day period, then the Landlord shall select the third or single, as the case may be, arbitrator from such list. Each party shall pay the cost of the arbitrator which it first selects and the parties shall submit share equally the matter to arbitration in accordance with cost of the procedures set forth belowthird arbitrator.

Extension Term Rent. On the first day of the Extension Term, Basic Rent shall be adjusted to an amount equal to the Fair Market Rent for the Premises (the “Extension Term Adjustment”). As used herein, “Fair Market Rent” shall mean the greater of (a) the Basic Rent during the final year of the Initial Term or the first Extension Term, as applicable, or (b) rent obtained for comparable space in comparable buildings and facilities in the City of Seattle as of the date such determination is made, and comparable space shall mean similar sized space as the Premises, with similar tenant improvements installed (including mechanical and electrical, improvements and systems, but excluding Tenant’s exercise of an Option to Extend will not affect any terms or conditions of the Lease except that: trade fixtures) and with suitable adjustments for (i) the Lease Term shall be extended as provided above; length of lease terms, (ii) the cap on Management Fees (as provided in Section 4.08) may be adjusted upwards (at Landlord’s election) to reflect the Fair Market Management Fee Cap as defined below; credit quality of tenants, and (iii) Base other relevant factors affecting comparability of various rental rates. If Landlord and Tenant are unable to agree upon the Fair Market Rent for the initial twelve Premises within thirty (1230) months days following delivery of Tenant’s notice of exercise of its option for the Extension Term, then each Extension Term will party shall select its own Appraiser (as defined below) and each Appraiser shall prepare and deliver to Landlord and Tenant within thirty (30) days thereafter such Appraiser’s written opinion of the Fair Market Rent as defined herein. If the two Appraisers’ opinions of Fair Market Rent differ by five percent (5%) or less, then they shall be added together, divided by two, and the product thereof shall be the Fair Market Rent as determined below, and for the Base Rent will increase on an annual basis by three percent (3%) starting on each anniversary purposes of commencement of this Section 3.3. If the Extension Term. No tenant improvements or rental abatements will be provided by Landlord in connection with the exercise of an Option to Extend, which shall be considered in the determination two Appraisers’ opinions of Fair Market Rent. bRent differ by more than five percent (5%), then within fifteen (15) If Tenant has properly exercised an Option to Extenddays after the delivery of the last of the Appraisers’ decisions, Landlord will, not later than the two Appraisers shall mutually select a third Appraiser who shall determine the Fair Market Rent as defined herein. Within thirty (30) days after receipt by Landlord of Tenant’s Extension notice (“Extension Rent Notice Deadline”) provide Tenant with written notice the appointment of the adjustment made by Landlordthird Appraiser, if any, the third Appraiser shall make its determination of Fair Market Rent in a written report delivered to the cap on Management Fees Landlord and the monthly Base Rent payable during the first twelve (12) month period of the applicable Extension Term (“Extension Rent Notice”) based Tenant and such determination shall be final and binding on the current fair market base monthly rent for the Premises (“Fair Market Rent”) and, if election is made to adjust the cap on Management Fees the current fair market cap on the management fee percentage of Rent which a tenant and a landlord would accept for Comparable Transactions (“Fair Market Management Fee Cap”)parties. If either Landlord fails or Tenant shall fail to provide the Extension Rent Notice by the Extension Rent Notice Deadlinetimely select its initial Appraiser, Tenant will notify Landlord within thirty (30) days of Landlord’s failure to provide the Extension Rent Notice, and Landlord will have an additional thirty (30) days to provide the Extension Rent Notice after receiving Tenant’s notice. then Fair Market Rent shall be determined by the Appraiser timely selected by the other party. If the two (2) Appraisers selected by Landlord and Tenant should fail to timely select the third Appraiser, if required, either Landlord or Tenant shall have the right to petition for the appointment of such Appraiser by the Presiding Judge of the Superior Court of King County. Each party shall pay all expenses of its own Appraiser and the cost of the third Appraiser shall be split equally between Landlord and Tenant. As used herein, the term “Appraiser” shall mean an appraiser who is a designated member of the monthly base rent amount per rentable square foot which a tenant would pay and which a willing landlord would accept for space in industrial warehouse projects, within the Fairfield/Xxxxxxxx/Benicia metropolitan area, of standards comparable to the Premises Appraisal Institute (except as set forth belowor its successor), for the period for which such rental is to be paid and for a lease on terms substantially identical to those of the Lease with at least ten (including, without limitation, those applicable to Additional Rent), based on prevailing market conditions 10) years experience in such similar projects at the time such determination is made (“Comparable Transactions”). Notwithstanding the foregoing, in considering the condition of the Premises as compared to Comparable Transactions, the value of (a) any (i) improvements, (ii) alterations or (iii) other modifications to the base building constructed at Tenant’s expense and (b) upgrades to Landlord’s Improvements requested by Tenant either prior to or following the Execution Date and paid for by Tenant including by reduction of the TI Allowance (as defined below), shall not be considered, the intent of the parties being that Fair Market Rent shall not increase as a result of improvements to the Premises paid for solely by Tenant. Without limiting the generality of the foregoing, Comparable Transactions shall be for a term similar to the Extension Term and for space comparable in use, layout, level, square footage and location within a first class project; however, leases of unusual or odd shaped spaces shall not be considered. In any determination of Fair Market Rent, the stated or contract monthly base rent in Comparable Transactions shall be appropriately adjusted to take into account the different terms and conditions prevailing in such transactions and those present appraising commercial office properties in the Lease. c) Tenant shall provide written notice to Landlord on or before the later to occur of (the “Tenant Response Deadline”) the Extension Notice Deadline or the date that is thirty (30) days after Tenant’s receipt of the Extension Rent Notice, whichever date is later, of its acceptance or rejection of the Base Rent amount and/or adjusted cap on Management Fees. If Tenant accepts the Base Rent amount before the Extension Notice Deadline, the Base Rent for the Extension Term will be Fair Market Rent set forth by Landlord in the Extension Rent Notice. If Tenant accepts the adjusted cap on Management Fees before the Extension Notice Deadline, the cap on Management Fees for the Extension Term will be Fair Market Management Fee Cap set forth by Landlord in the Extension Rent Notice. If Tenant fails to notify Landlord of its acceptance by the Tenant Response Deadline, Landlord will notify Tenant within fifteen (15) days of Tenant’s failure to respond and Tenant will have an additional fifteen (15) days to provide its response. If Tenant does not respond within such second fifteen (15) days period for any reason, Tenant will be deemed to have accepted Landlord’s determinations. If Tenant does not agree with Landlord’s determinations of the Base Rent amount and/or adjusted cap on Management Fees, and delivers written notice thereof, then the parties shall submit the matter to arbitration in accordance with the procedures set forth below.Puget Sound region

Extension Term Rent. a) Tenant’s exercise of an Option to Extend will not affect any terms or conditions of The annual Fixed Rent payable during the Lease except that: (i) the Lease Extension Term shall be extended as provided above; (ii) the cap on Management Fees (as provided in Section 4.08) may be adjusted upwards (at Landlord’s election) to reflect the Fair Market Management Fee Cap as defined below; and (iii) Base Rent annual Extension Rate for the initial twelve (12) months Premises as of each the commencement of the Extension Term will be (the Fair Market Rent as determined below“Extension Calculation Date”), and the Base Rent will increase on an annual basis by three percent (3%) starting with such Extension Rate being escalated annually on each anniversary of commencement the Extension Calculation Date by the market escalation rate that shall be determined as part of the determination of the Extension TermRate. No tenant improvements or rental abatements will be provided by Landlord in connection with the exercise of an Option to Extend, which shall be considered in the determination of Fair Market Rent. b) If Tenant has properly exercised an Option to Extend, Landlord will, not later than thirty (30) days after receipt by Landlord of Tenant’s Extension notice (“Extension Rent Notice Deadline”) provide Tenant with written notice of the adjustment made by Landlord, if any, to the cap on Management Fees and the monthly Base Rent payable during the first twelve (12) month period of the applicable Extension Term (“Extension Rent Notice”) based on the current fair market base monthly rent for the Premises (“Fair Market Rent”) and, if election is made to adjust the cap on Management Fees the current fair market cap on the management fee percentage of Rent which a tenant and a landlord would accept for Comparable Transactions (“Fair Market Management Fee Cap”). If Landlord fails to provide the Extension Rent Notice by the Extension Rent Notice Deadline, Tenant will notify Landlord within thirty (30) days of Landlord’s failure to provide the Extension Rent Notice, and Landlord will have an additional thirty (30) days to provide the Extension Rent Notice after receiving Tenant’s notice. Fair Market Rent Rate” shall mean the monthly base rent amount per rentable square foot which a tenant would pay and which a willing landlord would accept for space in industrial warehouse projectsfair market annual full service, within the Fairfield/Xxxxxxxx/Benicia metropolitan area, net of standards comparable to the Premises (except as set forth below), for the period for which such electric rental is to be paid and for a lease on terms substantially identical to those of the Lease (including, without limitation, those applicable to Additional Rent), based on prevailing market conditions in such similar projects at the time such determination is made (“Comparable Transactions”). Notwithstanding the foregoing, in considering the condition value of the Premises as compared to Comparable Transactions, the value of (a) any (i) improvements, (ii) alterations or (iii) other modifications to the base building constructed at Tenant’s expense and (b) upgrades to Landlord’s Improvements requested by Tenant either prior to or following the Execution Date and paid for by Tenant including by reduction of the TI Allowance (as defined below), shall not be considered, the intent of the parties being that Fair Market Rent shall not increase as a result of improvements to the Premises paid for solely by Tenant. Without limiting the generality of the foregoing, Comparable Transactions shall be Extension Calculation Date for a lease extension term similar equal to the Extension Term; based on comparable space in the Building or on comparable space in Comparable Buildings; including all of Landlord’s services provided for in this Lease; with the Premises considered as vacant and in “as is” condition as of the Extension Term Commencement Date (but excluding the cost of Tenant’s Alterations, including without limitation, the Tenant Improvements, in excess of Landlord’s Contribution); with Tenant being required to make Tenant’s Tax Payment and for space comparable Tenant’s Operating Payment pursuant to the terms of the Lease, but with the Base Year being the calendar year in usewhich the Extension Term commences; assuming the extension term rent is not set forth in the lease between the parties; and assuming that the leased premises is unencumbered (e.g., layoutthe leased premises is not subject to another party’s superior expansion right) and is leased under a prime lease and not a sublease. In determining Extension Rate, level, square footage and location within a first class project; however, leases of unusual or odd shaped spaces the parties shall not be considered. In any determination of Fair Market Rent, the stated or contract monthly base rent in Comparable Transactions shall be appropriately adjusted to take into account the different terms and conditions prevailing in such transactions and those present in the Lease. c) or give credit to Tenant shall provide written notice for any savings to Landlord on or before that may be attributable to the later avoidance of “downtime” for marketing and/or construction. Subject to occur the provisions of (this Article, the “Tenant Response Deadline”) the Extension Notice Deadline or the date that is thirty (30) days after Tenant’s receipt calculation of the Extension Rent Notice, whichever date is later, of its acceptance or rejection of the Base Rent amount and/or adjusted cap on Management FeesRate shall take into account all relevant factors. If Tenant accepts the Base Rent amount before the Extension Notice DeadlineRate includes any out-of-pocket monetary concession (such as a tenant improvement allowance) to be provided by Landlord, Landlord shall have the Base Rent for option to either directly provide such monetary concession or indirectly provide such monetary concession by equitably reducing the Extension Term will be Fair Market Rent set forth Rate by Landlord in the economic value of such concession over the then remaining Term. In no event shall the Extension Rent Notice. If Tenant accepts the adjusted cap on Management Fees before the Extension Notice Deadline, the cap on Management Fees for the Extension Term will Rate be Fair Market Management Fee Cap set forth by Landlord in the Extension Rent Notice. If Tenant fails to notify Landlord of its acceptance by the Tenant Response Deadline, Landlord will notify Tenant within determined more than fifteen (15) days of Tenant’s failure months prior to respond and Tenant will have an additional fifteen (15) days to provide its response. If Tenant does not respond within such second fifteen (15) days period for any reason, Tenant will be deemed to have accepted Landlord’s determinations. If Tenant does not agree with Landlord’s determinations of the Base Rent amount and/or adjusted cap on Management Fees, and delivers written notice thereof, then the parties shall submit the matter to arbitration in accordance with the procedures set forth belowExtension Term.

Extension Term Rent. a) Tenant’s exercise of an Option to Extend will not affect any terms or conditions of The annual Fixed Rent payable during the Lease except that: (i) the Lease Extension Term shall be extended as provided above; (ii) an amount equal to the cap on Management Fees then-applicable annual Fair Market Value (as provided in Section 4.08hereinafter defined) may be adjusted upwards (at Landlord’s election) to reflect of the Fair Market Management Fee Cap Premises as defined below; and (iii) Base Rent for the initial twelve (12) months of each Extension Term will be the Fair Market Rent as determined below, and the Base Rent will increase on an annual basis by three percent (3%) starting on each anniversary of commencement of the Extension Term (the “Calculation Date”). “Fair Market Value” shall mean the fair market annual rental value of the Premises as of the Calculation Date for a term equal to the Extension Term. No tenant improvements or rental abatements will be provided by Landlord in connection with the exercise of an Option to Extend, which shall be considered based on comparable space in the Building, or on comparable space in Comparable Buildings, including all of Landlord’s services provided for in this Lease, and with (a) the Premises considered as vacant, and in “as is” condition existing on the Extension Term Commencement Date, (b) the Base Tax Year being the Tax Year commencing on the July 1st prior to the Extension Term Commencement Date, and (c) the Base Expense Year being the Comparison Year ending on the December 31st prior to the Extension Term Commencement Date. The calculation of Fair Market Value shall also be adjusted to take into account all relevant factors. Landlord shall advise Tenant (the “Rent Notice”) of Landlord’s determination of Fair Market Rent. b) Value prior to the Extension Term Commencement Date. If Tenant has properly exercised an Option disputes Landlord’s determination of Fair Market Value, then Tenant shall give notice (a “Dispute Notice”) to Extend, Landlord will, of such dispute within ten (10) Business Days after delivery of the Rent Notice and the parties do not later than resolve such dispute within thirty (30) days after receipt the delivery of the Dispute Notice, then either party may, by Landlord delivery of Tenant’s Extension a notice (“Extension Rent Notice Deadlinean Arbitration Notice”) provide Tenant to the other party, submit said dispute concerning the Fair Market Value to arbitration in accordance with written notice Section 28.3. Time is of the adjustment made essence of the giving of said Dispute Notice. Failure on the part of Tenant to timely submit a Dispute Notice shall constitute a waiver of the right of Tenant to dispute the Fair Rental Value determined by Landlord, if any, to the cap on Management Fees and the monthly Base Rent payable during the first twelve (12) month period of the applicable Extension Term (“Extension Rent Notice”) based on the current fair market base monthly rent for the Premises (“Fair Market Rent”) and, if election is made to adjust the cap on Management Fees the current fair market cap on the management fee percentage of Rent which a tenant and a landlord would accept for Comparable Transactions (“Fair Market Management Fee Cap”). If Landlord fails to provide the Extension Rent Notice by the Extension Rent Notice Deadline, Tenant will notify Landlord within thirty (30) days of Landlord’s failure to provide the Extension Rent Notice, and Landlord will have an additional thirty (30) days to provide the Extension Rent Notice after receiving Tenant’s notice. Fair Market Rent shall mean the monthly base rent amount per rentable square foot which a tenant would pay and which a willing landlord would accept for space in industrial warehouse projects, within the Fairfield/Xxxxxxxx/Benicia metropolitan area, of standards comparable to the Premises (except as set forth below), for the period for which such rental is to be paid and for a lease on terms substantially identical to those of the Lease (including, without limitation, those applicable to Additional Rent), based on prevailing market conditions in such similar projects at event the time such determination is made (“Comparable Transactions”). Notwithstanding the foregoing, in considering the condition of the Premises as compared to Comparable Transactions, the value of (a) any (i) improvements, (ii) alterations or (iii) other modifications to the base building constructed at Tenant’s expense and (b) upgrades to Landlord’s Improvements requested by Tenant either prior to or following the Execution Date and paid for by Tenant including by reduction of the TI Allowance (as defined below), shall not be considered, the intent of the parties being that Fair Market Rent shall not increase as a result of improvements to the Premises paid for solely by Tenant. Without limiting the generality of the foregoing, Comparable Transactions shall be for a term similar to the Extension Term and for space comparable in use, layout, level, square footage and location within a first class project; however, leases of unusual or odd shaped spaces shall not be considered. In any determination of Fair Market Rent, the stated or contract monthly base rent in Comparable Transactions shall be appropriately adjusted to take into account the different terms and conditions prevailing in such transactions and those present in the Lease. c) Tenant shall provide written notice to Landlord on or before the later to occur of (the “Tenant Response Deadline”) the Extension Notice Deadline or the date that is thirty (30) days after Tenant’s receipt of the Extension Rent Notice, whichever date is later, of its acceptance or rejection of the Base Rent amount and/or adjusted cap on Management Fees. If Tenant accepts the Base Rent amount before the Extension Notice Deadline, the Base Fixed Rent for the Extension Term will shall be Fair Market Rent as set forth by Landlord in the Extension Rent Notice. If Tenant accepts the adjusted cap on Management Fees before Fixed Rent payable during the Extension Notice DeadlineTerm is not determined prior to the Extension Term Commencement Date, then Tenant shall pay Fixed Rent in an amount equal to the cap on Management Fees Fair Market Value for the Premises as determined by Landlord (the “Interim Rent”). Upon final determination of the Fixed Rent for the Extension Term will be Fair Market Management Fee Cap set forth by Landlord in the Extension Term, Tenant shall commence paying such Fixed Rent Notice. If Tenant fails to notify Landlord of its acceptance by the Tenant Response Deadlineas so determined, Landlord will notify Tenant and within fifteen ten (1510) days after such determination Tenant shall pay any deficiency in prior payments of Tenant’s failure to respond and Tenant will have an additional fifteen (15) days to provide its response. If Tenant does not respond within such second fifteen (15) days period for any reasonFixed Rent or, if the Fixed Rent as so determined shall be less than the Interim Rent, Tenant will shall be deemed entitled to a credit against the next succeeding installments of Fixed Rent in an amount equal to the difference between each installment of Interim Rent and the Fixed Rent as so determined which should have accepted Landlord’s determinations. If Tenant does not agree with Landlord’s determinations been paid for such installment until the total amount of the Base Rent amount and/or adjusted cap on Management Fees, and delivers written notice thereof, then the parties shall submit the matter to arbitration in accordance with the procedures set forth belowover payment has been recouped.

Extension Term Rent. a) Tenant’s exercise The Extension Term shall be upon and subject to all of an Option to Extend will not affect any terms or the terms, covenants and conditions of the Lease except this Lease; provided, however, that: (i) the Lease Basic Rent for the Extension Term shall be extended as provided aboveequal to the Fair Market Rental Value for the Extension Term; and (ii) the cap on Management Fees (as provided in Section 4.08) may be adjusted upwards (at Landlord’s election) to reflect the Fair Market Management Fee Cap as defined below; and (iii) Base Rent Year for the initial twelve Extension Term shall be the first full calendar year during the Extension Term. Such Basic Rent shall be determined by Landlord not later than four (124) months of each Extension Term will be prior to the Fair Market Rent as determined below, and the Base Rent will increase on an annual basis by three percent (3%) starting on each anniversary of commencement of the Extension Term. No tenant improvements or rental abatements will be provided by Tenant shall send to Landlord in connection with the exercise of an Option to Extenda written notice, which shall be considered in the determination of Fair Market Rent. b) If Tenant has properly exercised an Option to Extend, Landlord will, not later than within thirty (30) days after receipt by the date of Landlord’s notice setting forth the Fair Market Rental Value for the Extension Term, which notice shall state that Tenant either (x) agrees with Landlord’s determination of Fair Market Rental Value for the Extension Term or (y) disagrees with Landlord’s determination of Fair Market Rental Value for the Extension Term and elects to resolve the disagreement as provided in Section 3(d)(i) below. If Tenant does not send to Landlord a notice as provided in the previous sentence within the said thirty (30) day period, Landlord’s determination of the Fair Market Rental Value shall be binding on Landlord and Tenant. Until the disagreement is resolved as provided in Section 3(d)(i) below, Tenant’s Extension notice monthly payments of Basic Rent shall be in an amount not less than the greater of (“Extension Rent Notice Deadline”x) provide Tenant with written notice Landlord’s determination of the adjustment made by Landlord, if any, to Fair Market Rental Value and (y) the cap on Management Fees and the monthly Base Basic Rent payable during for the first twelve (12) month period immediately preceding the commencement of the applicable Extension Term Term. Within ten (“Extension Rent Notice”10) based on business days following the current fair market base monthly rent for resolution of such dispute by the Premises (“Fair Market Rent”) andparties or the decision of the brokers or appraisers, if election is made as applicable, one party shall make any necessary payment to the other party in order to adjust the cap on Management Fees the current fair market cap on the management fee percentage of Rent which a tenant and a landlord would accept for Comparable Transactions (“Fair Market Management Fee Cap”). If Landlord fails to provide the Extension Rent Notice by the Extension Rent Notice Deadline, Tenant will notify Landlord within thirty (30) days of Landlord’s failure to provide the Extension Rent Notice, and Landlord will have an additional thirty (30) days to provide the Extension Rent Notice after receiving Tenant’s notice. Fair Market Rent shall mean the monthly base rent amount per rentable square foot which a tenant would pay and which a willing landlord would accept for space in industrial warehouse projects, within the Fairfield/Xxxxxxxx/Benicia metropolitan area, of standards comparable to the Premises (except as set forth below), for the period for which such rental is to be previously paid and for a lease on terms substantially identical to those of the Lease (including, without limitation, those applicable to Additional Rent), based on prevailing market conditions in such similar projects at the time such determination is made (“Comparable Transactions”). Notwithstanding the foregoing, in considering the condition of the Premises as compared to Comparable Transactions, the value of (a) any (i) improvements, (ii) alterations or (iii) other modifications to the base building constructed at Tenant’s expense and (b) upgrades to Landlord’s Improvements requested by Tenant either prior to or following the Execution Date and paid for by Tenant including by reduction of the TI Allowance (as defined below), shall not be considered, the intent of the parties being that Fair Market Rent shall not increase as a result of improvements to the Premises paid for solely by Tenant. Without limiting the generality of the foregoing, Comparable Transactions shall be for a term similar to during the Extension Term and for space comparable in use, layout, level, square footage and location within a first class project; however, leases of unusual or odd shaped spaces shall not be considered. In any determination of to the Fair Market RentRental Value as determined. Notwithstanding anything to the contrary set forth in this Section 3, in no event shall the stated or contract monthly base rent in Comparable Transactions shall be appropriately adjusted to take into account the different terms and conditions prevailing in such transactions and those present in the Lease. c) Tenant shall provide written notice to Landlord on or before the later to occur of (the “Tenant Response Deadline”) the Extension Notice Deadline or the date that is thirty (30) days after Tenant’s receipt of the Extension Rent Notice, whichever date is later, of its acceptance or rejection of the Base Rent amount and/or adjusted cap on Management Fees. If Tenant accepts the Base Rent amount before the Extension Notice Deadline, the Base Basic Rent for the Extension Term will be Fair Market less than the Basic Rent set forth by Landlord payable immediately preceding the commencement of the Extension Term (not taking into account any abatements or reductions in Basic Rent which may have been applicable during such period pursuant to the provisions of this Lease). Tenant shall in any event pay all applicable additional charges with respect to the Premises, in the Extension Rent Notice. If Tenant accepts manner and at the adjusted cap on Management Fees before times provided in this Lease, effective upon the commencement of the Extension Notice DeadlineTerm, and notwithstanding any dispute regarding the cap on Management Fees Basic Rent for the Extension Term, using the Base Year for the Extension Term will be Fair Market Management Fee Cap set forth by Landlord in the Extension Rent Notice. If Tenant fails as adjusted pursuant to notify Landlord of its acceptance by the Tenant Response Deadline, Landlord will notify Tenant within fifteen (15) days of Tenant’s failure to respond and Tenant will have an additional fifteen (15) days to provide its response. If Tenant does not respond within such second fifteen (15) days period for any reason, Tenant will be deemed to have accepted Landlord’s determinations. If Tenant does not agree with Landlord’s determinations of the Base Rent amount and/or adjusted cap on Management Fees, and delivers written notice thereof, then the parties shall submit the matter to arbitration in accordance with the procedures set forth belowthis Section 3(b).

Extension Term Rent. a(1) Tenant’s exercise The Extension Term (individually, a “Extension Term”) shall be upon and subject to all of an Option to Extend will not affect any terms or the terms, covenants and conditions of this Lease; provided, however, that the Lease except that: (i) Basic Rent for the Lease Extension Term shall be extended as provided above; (ii) the cap on Management Fees (as provided in Section 4.08) may be adjusted upwards (at Landlord’s election) equal to reflect the Fair Market Management Fee Cap as defined below; and Rental Value. Such Basic Rent shall be determined by Landlord not later than four (iii) Base Rent for the initial twelve (124) months of each Extension Term will be prior to the Fair Market Rent as determined below, and the Base Rent will increase on an annual basis by three percent (3%) starting on each anniversary of commencement of the Extension Term. No tenant improvements or rental abatements will be provided by Tenant shall send to Landlord in connection with a written notice, within twenty (20) days after the exercise date of an Option to ExtendLandlord’s notice setting forth the Fair Market Rental Value for the Extension Term, which notice shall be considered in the state that Tenant either (x) agrees with Landlord’s determination of Fair Market Rent. bRental Value for the Extension Term or (y) disagrees with Landlord’s determination of Fair Market Rental Value for the Extension Term and elects to resolve the disagreement as provided in Section 40(b)(2) below. If Tenant has properly exercised an Option does not send to ExtendLandlord a notice as provided in the previous sentence within the said twenty (20) day period, Landlord willLandlord’s determination of the Fair Market Rental Value shall be determinative. Until the disagreement is resolved as provided in Section 40(b)(2) below, not later than thirty (30) days after receipt by Landlord of Tenant’s Extension notice monthly payments of Basic Rent shall be in an amount not less than the greater of (“Extension Rent Notice Deadline”x) provide Tenant with written notice Tenant’s determination of the adjustment made by Landlord, if any, to Fair Market Rental Value and (y) the cap on Management Fees and the monthly Base Basic Rent payable during for the first twelve (12) month period immediately preceding the commencement of the Extension Term. Within ten (10) business days following the resolution of such dispute by the parties or the decision of the brokers/appraisers, as applicable, one party shall make any necessary payment to the other party in order to adjust the amount previously paid by Tenant during the Extension Term to the Fair Market Rental Value as determined. Notwithstanding anything to the contrary set forth in this Section 40 in no event shall the Basic Rent for the Extension Term be less than the effective Basic Rent payable immediately preceding the commencement of the applicable Extension Term. Tenant shall in any event pay all applicable additional charges with respect to the Premises, in the manner and at the times provided in this Lease, effective upon the commencement of the Extension Term, and notwithstanding any dispute regarding the Basic Rent for the Extension Term. (2) Any disagreement regarding the Fair Market Rental Value as defined in this Section 40 shall be resolved as follows: (i) Within twenty (20) days after Tenant’s response to Landlord’s notice of the Landlord’s initial determination of the Fair Market Rental Value, Landlord and Tenant shall meet no less than two (2) times, at a mutually agreeable time and place, to attempt to resolve any such disagreement. (ii) If, within the twenty (20) day consultation period described in subsection (i) above, Landlord and Tenant cannot reach an agreement as to the Fair Market Rental Value, they shall each make a separate determination of the Fair Market Rental Value within five (5) business days after the expiration of the said twenty (20) day period, and such determinations shall be submitted to arbitration in accordance with subsection (iii) below; provided that, if only one (1) determination of Fair Market Rental Value is submitted to arbitration within the said five (5) business day period, then such determination shall equal the Basic Rent for the Extension Term and the parties shall not proceed with arbitration. (“Extension iii) If the Basic Rent Notice”has not been determined pursuant to the procedures outlined above, Landlord and Tenant shall each appoint one arbitrator who shall be either a real estate broker or MAI appraiser and shall have been active over the five (5) based year period ending on the current date of such appointment in the leasing of commercial mid-rise and/or high-rise properties in the greater San Francisco metropolitan area. Each such arbitrator shall be appointed within five (5) business days after the expiration of the twenty (20) day period described in subsection (ii) above. The two (2) arbitrators so appointed shall within ten (10) days of the date of appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the first two (2) arbitrators. The determination of the arbitrators shall be limited solely to the issue of whether the Landlord’s or the Tenant’s submitted Fair Market Rental Value is the closest to the actual fair market base monthly rent for rental value of the Premises (“Fair Market Rent”) andPremises, if election is made to adjust the cap on Management Fees the current fair market cap on the management fee percentage of Rent which a tenant and a landlord would accept for Comparable Transactions (“Fair Market Management Fee Cap”). If Landlord fails to provide the Extension Rent Notice as determined by the Extension Rent Notice Deadline, Tenant will notify Landlord arbitrators. The three (3) arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use the Landlord’s failure to provide or the Extension Rent Notice, and Landlord will have an additional thirty (30) days to provide the Extension Rent Notice after receiving Tenant’s notice. submitted Fair Market Rent shall mean Rental Value as the monthly base rent amount per rentable square foot which a tenant would pay and which a willing landlord would accept for space in industrial warehouse projects, within the Fairfield/Xxxxxxxx/Benicia metropolitan area, of standards comparable to the Premises (except as set forth below), for the period for which such rental is to be paid and for a lease on terms substantially identical to those of the Lease (including, without limitation, those applicable to Additional Rent), based on prevailing market conditions in such similar projects at the time such determination is made (“Comparable Transactions”). Notwithstanding the foregoing, in considering the condition of the Premises as compared to Comparable Transactions, the value of (a) any (i) improvements, (ii) alterations or (iii) other modifications to the base building constructed at Tenant’s expense and (b) upgrades to Landlord’s Improvements requested by Tenant either prior to or following the Execution Date and paid for by Tenant including by reduction of the TI Allowance (as defined below), shall not be considered, the intent of the parties being that Fair Market Rent shall not increase as a result of improvements to the Premises paid for solely by Tenant. Without limiting the generality of the foregoing, Comparable Transactions shall be for a term similar to the Extension Term and for space comparable in use, layout, level, square footage and location within a first class project; however, leases of unusual or odd shaped spaces shall not be considered. In any determination of Fair Market Rent, the stated or contract monthly base rent in Comparable Transactions shall be appropriately adjusted to take into account the different terms and conditions prevailing in such transactions and those present in the Lease. c) Tenant shall provide written notice to Landlord on or before the later to occur of (the “Tenant Response Deadline”) the Extension Notice Deadline or the date that is thirty (30) days after Tenant’s receipt of the Extension Rent Notice, whichever date is later, of its acceptance or rejection of the Base Rent amount and/or adjusted cap on Management Fees. If Tenant accepts the Base Rent amount before the Extension Notice Deadline, the Base Basic Rent for the Extension Term will Term, and shall notify Landlord and Tenant thereof. The decision of the majority of the three (3) arbitrators shall be Fair Market Rent binding upon Landlord and Tenant. If either Landlord or Tenant fails to appoint an arbitrator within the five (5) business day period provided above, then 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. If the two (2) arbitrators fail to agree upon and appoint a third arbitrator within the ten (10) day period provided above, or both parties fail to appoint an arbitrator within the five (5) business day period provided above, then the Landlord shall prepare and submit to Tenant a list of three (3) proposed arbitrators that possess the required qualifications as set forth above; provided that none of such proposed arbitrators nor the firm for which any of them works shall be a current or past affiliate of either the Landlord or the Tenant or currently retained or employed by the Landlord in or the Extension Rent NoticeTenant. If Tenant accepts the adjusted cap on Management Fees before the Extension Notice DeadlineWithin five (5) business days after receipt of such list, the cap on Management Fees for Tenant shall select an arbitrator therefrom and such person shall be the Extension Term will be Fair Market Management Fee Cap set forth by Landlord in third or single, as the Extension Rent Noticecase may be, arbitrator hereunder. If Tenant fails to notify Landlord of its acceptance by the Tenant Response Deadline, Landlord will notify Tenant within fifteen make such selection with such five (155) days of Tenant’s failure to respond and Tenant will have an additional fifteen (15) days to provide its response. If Tenant does not respond within such second fifteen (15) days period for any reason, Tenant will be deemed to have accepted Landlord’s determinations. If Tenant does not agree with Landlord’s determinations of the Base Rent amount and/or adjusted cap on Management Fees, and delivers written notice thereofbusiness day period, then the Landlord shall select the third or single, as the case may be, arbitrator from such list. Each party shall pay the cost of the arbitrator which it first selects and the parties shall submit share equally the matter to arbitration in accordance with cost of the procedures set forth belowthird arbitrator.

Extension Term Rent. a(1) Tenant’s exercise The First Extension Term and Second Extension Term (each an “Extension Term”) shall be upon and subject to all of an Option to Extend will not affect any terms or the terms, covenants and conditions of the Lease except that: (i) the Lease this Lease; provided, however, that Basic Rent for each Extension Term shall be extended as provided above; equal to ninety-five percent (ii95%) of the cap Fair Market Rental Value and the Base Year for each Extension Term shall be the calendar year in which such Extension Term commences unless the Extension Term commences on Management Fees or after October 1 of such calendar year, in which event the Base Year shall be the calendar year following the calendar year in which the Extension Term commences. Such Basic Rent shall be determined by Landlord in good faith not later than four (4) months prior to the commencement of the applicable Extension Term. Tenant shall send to Landlord a written notice, within thirty (30) days after the date of Landlord’s notice setting forth the Fair Market Rental Value for the Extension Term, which notice shall state that Tenant either (x) agrees with Landlord’s determination of Fair Market Rental Value for the Extension Term or (y) disagrees with Landlord’s determination of Fair Market Rental Value for the Extension Term and elects to resolve the disagreement as provided in Section 4.0840(b)(2) may below. If Tenant does not send to Landlord a notice as provided in the previous sentence within the said thirty (30) day period, Tenant will be adjusted upwards deemed to have elected (at Landlord’s electiony) to reflect above and the Fair Market Management Fee Cap Rental Value shall be resolved in accordance with Section 40(b)(2) below. Until the disagreement is resolved as defined provided in Section 40(b)(2) below; , Tenant’s monthly payments of Basic Rent during the then applicable Extended Term shall be in an amount not less than the greater of (x) Tenant’s determination of the Fair Market Rental Value and (iiiy) Base the Basic Rent payable for the initial twelve (12) months of each Extension Term will be month period immediately preceding the Fair Market Rent as determined below, and the Base Rent will increase on an annual basis by three percent (3%) starting on each anniversary of commencement of the Extension Term. No tenant improvements Within ten (10) business days following the resolution of such dispute by the parties or rental abatements will be the decision of the brokers, one party shall make any necessary payment to the other party in order to adjust the amount previously paid by Tenant during the Extension Term to the Fair Market Rental Value as determined. Tenant shall in any event pay all applicable additional charges with respect to the Premises, in the manner and at the times provided by Landlord in connection with this Lease, effective upon the exercise commencement of an Option to Extendthe Extension Term, which and notwithstanding any dispute regarding the Basic Rent for the Extension Term. (2) Any disagreement regarding the Fair Market Rental Value as defined in this Section 40 shall be considered resolved as follows: (i) Within twenty (20) days after Tenant’s response to Landlord’s notice of the Landlord’s initial determination of the Fair Market Rental Value, Landlord and Tenant shall meet no less than two (2) times, at a mutually agreeable time and place, to attempt to resolve any such disagreement. (ii) If, within the twenty (20) day consultation period described in subsection (i) above, Landlord and Tenant cannot reach an agreement as to the Fair Market Rental Value, they shall each make a separate determination of the Fair Market Rental Value within five (5) business days after the expiration of the said twenty (20) day period, and such determinations shall be submitted to arbitration in accordance with subsection (iii) below; provided that, if only one (1) determination of Fair Market RentRental Value is submitted to arbitration within the said five (5) business day period, then such determination shall equal the Basic Rent for the Extension Term and the parties shall not proceed with arbitration. b(iii) If Tenant the Basic Rent has properly exercised an Option not been determined pursuant to Extendthe procedures outlined above, Landlord will, not later than thirty and Tenant shall each appoint one arbitrator who is unaffiliated with Landlord or Tenant and who shall be a real estate broker and shall have been active over the five (305) year period ending on the date of such appointment in the leasing of commercial mid-rise and/or high-rise properties in the greater San Francisco metropolitan area. Each such arbitrator shall be appointed within five (5) business days after the expiration of the twenty (20) day period described in subsection (ii) above. The two (2) arbitrators so appointed shall within ten (10) days after receipt by Landlord of the date of appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth hereinabove for qualification of the first two (2) arbitrators. The determination of the arbitrators shall be limited solely to the issue of whether the Landlord’s or the Tenant’s Extension notice submitted Fair Market Rental Value (“Extension Rent Notice Deadline”) provide Tenant with written notice using the criteria for determining Fair Market Rental Value set forth in Paragraph 15 of the adjustment made by Landlord, if any, Basic Lease Provisions) is the closest to the cap on Management Fees and the monthly Base Rent payable during the first twelve (12) month period actual Fair Market Rental Value of the applicable Extension Term (“Extension Rent Notice”) based on the current fair market base monthly rent for the Premises (“Fair Market Rent”) andPremises, if election is made to adjust the cap on Management Fees the current fair market cap on the management fee percentage of Rent which a tenant and a landlord would accept for Comparable Transactions (“Fair Market Management Fee Cap”). If Landlord fails to provide the Extension Rent Notice as determined by the Extension Rent Notice Deadline, Tenant will notify Landlord arbitrators. The three (3) arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use the Landlord’s failure to provide or the Extension Rent Notice, and Landlord will have an additional thirty (30) days to provide the Extension Rent Notice after receiving Tenant’s notice. submitted Fair Market Rent shall mean Rental Value as the monthly base rent amount per rentable square foot which a tenant would pay and which a willing landlord would accept for space in industrial warehouse projects, within the Fairfield/Xxxxxxxx/Benicia metropolitan area, of standards comparable to the Premises (except as set forth below), for the period for which such rental is to be paid and for a lease on terms substantially identical to those of the Lease (including, without limitation, those applicable to Additional Rent), based on prevailing market conditions in such similar projects at the time such determination is made (“Comparable Transactions”). Notwithstanding the foregoing, in considering the condition of the Premises as compared to Comparable Transactions, the value of (a) any (i) improvements, (ii) alterations or (iii) other modifications to the base building constructed at Tenant’s expense and (b) upgrades to Landlord’s Improvements requested by Tenant either prior to or following the Execution Date and paid for by Tenant including by reduction of the TI Allowance (as defined below), shall not be considered, the intent of the parties being that Fair Market Rent shall not increase as a result of improvements to the Premises paid for solely by Tenant. Without limiting the generality of the foregoing, Comparable Transactions shall be for a term similar to the Extension Term and for space comparable in use, layout, level, square footage and location within a first class project; however, leases of unusual or odd shaped spaces shall not be considered. In any determination of Fair Market Rent, the stated or contract monthly base rent in Comparable Transactions shall be appropriately adjusted to take into account the different terms and conditions prevailing in such transactions and those present in the Lease. c) Tenant shall provide written notice to Landlord on or before the later to occur of (the “Tenant Response Deadline”) the Extension Notice Deadline or the date that is thirty (30) days after Tenant’s receipt of the Extension Rent Notice, whichever date is later, of its acceptance or rejection of the Base Rent amount and/or adjusted cap on Management Fees. If Tenant accepts the Base Rent amount before the Extension Notice Deadline, the Base Basic Rent for the Extension Term will Term, and shall notify Landlord and Tenant thereof. The decision of the majority of the three (3) arbitrators shall be Fair Market Rent binding upon Landlord and Tenant. If either Landlord or Tenant fails to appoint an arbitrator within the five (5) business day period provided above, then 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. If the two (2) arbitrators fail to agree upon and appoint a third arbitrator within the ten (10) day period provided above, or both parties fail to appoint an arbitrator within the five (5) business day period provided above, then the Landlord shall prepare and submit to Tenant a list of three (3) proposed arbitrators that possess the required qualifications as set forth above; provided that none of such proposed arbitrators nor the firm for which any of them works shall be a current or past affiliate of either the Landlord or the Tenant or currently retained or employed by the Landlord in or the Extension Rent NoticeTenant. If Tenant accepts the adjusted cap on Management Fees before the Extension Notice DeadlineWithin five (5) business days after receipt of such list, the cap on Management Fees for Tenant shall select an arbitrator therefrom and such person shall be the Extension Term will be Fair Market Management Fee Cap set forth by Landlord in third or single, as the Extension Rent Noticecase may be, arbitrator hereunder. If Tenant fails to notify Landlord of its acceptance by the Tenant Response Deadline, Landlord will notify Tenant within fifteen make such selection with such five (155) days of Tenant’s failure to respond and Tenant will have an additional fifteen (15) days to provide its response. If Tenant does not respond within such second fifteen (15) days period for any reason, Tenant will be deemed to have accepted Landlord’s determinations. If Tenant does not agree with Landlord’s determinations of the Base Rent amount and/or adjusted cap on Management Fees, and delivers written notice thereofbusiness day period, then the Landlord shall select the third or single, as the case may be, arbitrator from such list. Each party shall pay the cost of the arbitrator which it first selects and the parties shall submit share equally the matter to arbitration in accordance with cost of the procedures set forth belowthird arbitrator.

Extension Term Rent. a) Tenant’s exercise of an Option to Extend will not affect any terms or conditions of the Lease except that: (i) that the Lease Term shall be extended as provided above; (ii) the cap on Management Fees (as provided in Section 4.08) may be adjusted upwards (at Landlord’s election) to reflect the Fair Market Management Fee Cap as defined below; and (iii) , Base Rent for the initial twelve (12) months of each Extension Term will be the Fair Market Rent as determined below, and the Base Rent will increase on an annual basis by three percent (33.0%) starting on each anniversary of commencement of the Extension Term. No tenant improvements or rental abatements will be provided by Landlord in connection with the exercise of an Option to Extend, which shall be considered in the determination of Fair Market Rent. b) If Tenant has properly exercised an Option to Extend, Landlord will, not later than thirty sixty (3060) days after receipt by Landlord of Tenant’s Extension notice (“Extension Rent Notice Deadline”) provide Tenant with written notice of the adjustment made by Landlord, if any, to the cap on Management Fees and the monthly Base Rent payable during the first twelve (12) month period of the applicable Extension Term (“Extension Rent Notice”) based on the current fair market base monthly rent for the Premises (“Fair Market Rent”) and, if election is made to adjust the cap on Management Fees the current fair market cap on the management fee percentage of Rent which a tenant and a landlord would accept for Comparable Transactions (“Fair Market Management Fee Cap”). If Landlord fails to provide the Extension Rent Notice by the Extension Rent Notice Deadline, Tenant will notify Landlord within thirty (30) days of Landlord’s failure to provide the Extension Rent Notice, along with Tenant’s estimate of Fair Market Rent, and Landlord will have an additional thirty (30) days to provide the Extension Rent Notice after receiving Tenant’s notice. “Fair Market Rent Rent” shall mean the monthly base rent amount rental per rentable square foot which that a willing, comparable, non-equity tenant with a credit-worthiness comparable to Tenant would pay pay, and which a willing landlord of a Comparable Property (as hereinafter defined) within a three (3) mile radius of the Premises would accept for space in industrial warehouse projects, within the Fairfield/Xxxxxxxx/Benicia metropolitan area, of standards comparable to the Premises (except as set forth below), for the period for which such rental is to be paid and at “arm’s length” for a lease on terms substantially identical non-renewing tenant, giving appropriate consideration to those rental rates per square foot, type of the Lease escalations (including, without limitation, those applicable but not limited to Additional Rent), based on prevailing market conditions in such similar projects at the time such determination is made (“Comparable Transactions”). Notwithstanding the foregoing, in considering the condition of the Premises as compared to Comparable Transactions, the value of (a) any (i) improvements, (ii) alterations or (iii) other modifications to the base building constructed at Tenant’s expense and (b) upgrades to Landlord’s Improvements requested by Tenant either prior to or following the Execution Date and paid for by Tenant including by reduction of the TI Allowance (as defined below), shall not be considered, the intent of the parties being that Fair Market Rent shall not increase as a result of improvements to the Premises paid for solely by Tenant. Without limiting the generality of the foregoing, Comparable Transactions shall be for a term similar to the Extension Term and for space comparable in use, layout, level, square footage and location within a first class project; however, leases of unusual or odd shaped spaces shall not be considered. In any determination of Fair Market Rent, the stated or contract monthly base rent in Comparable Transactions shall be appropriately adjusted to take into account the different terms and conditions prevailing in such transactions and those present in the Lease. c) Tenant shall provide written notice to Landlord on or before the later to occur of (the “Tenant Response Deadline”) the Extension Notice Deadline or the date that is thirty (30) days after Tenant’s receipt of the Extension Rent Notice, whichever date is later, of its acceptance or rejection of the Base Rent amount and/or adjusted cap on Management Fees. If Tenant accepts the Base Rent amount before the Extension Notice Deadline, the Base Rent for the Extension Term will be Fair Market Rent set forth by Landlord in the Extension Rent Notice. If Tenant accepts the adjusted cap on Management Fees before the Extension Notice Deadline, the cap on Management Fees for the Extension Term will be Fair Market Management Fee Cap set forth by Landlord in the Extension Rent Notice. If Tenant fails to notify Landlord of its acceptance by the Tenant Response Deadline, Landlord will notify Tenant within fifteen (15) days of Tenant’s failure to respond and Tenant will have an additional fifteen (15) days to provide its response. If Tenant does not respond within such second fifteen (15) days period for any reason, Tenant will be deemed to have accepted Landlord’s determinations. If Tenant does not agree with Landlord’s determinations of the Base Rent amount and/or adjusted cap on Management Fees, and delivers written notice thereof, then the parties shall submit the matter to arbitration in accordance with the procedures set forth below.operating

Extension Term Rent. a) Tenant’s exercise of an Option to Extend will not affect any terms or conditions of The annual Fixed Rent payable during the Lease except that: (i) the Lease Extension Term shall be extended as provided above; (ii) equal to the cap on Management Fees then-applicable annual Fair Market Value (as provided in Section 4.08hereinafter defined) may be adjusted upwards (at Landlord’s election) to reflect of the Fair Market Management Fee Cap Extension Premises as defined below; and (iii) Base Rent for the initial twelve (12) months of each Extension Term will be the Fair Market Rent as determined below, and the Base Rent will increase on an annual basis by three percent (3%) starting on each anniversary of commencement of the Extension Term (the “Calculation Date”). “Fair Market Value” shall mean the fair market annual rental value of the Extension Premises as of the Calculation Date for a term equal to the Extension Term. No tenant improvements or rental abatements will be , based on comparable space in the Building and in Comparable Buildings, including all of Landlord’s services provided by Landlord for in connection this Lease, and with the exercise Extension Premises considered as vacant, and in “as is” condition existing on the Extension Term Commencement Date. The calculation of an Option Fair Market Value shall also be adjusted to Extend, which take into account all relevant factors. Landlord shall be considered in advise Tenant (the “Rent Notice”) of Landlord’s determination of Fair Market Rent. b) If Tenant has properly exercised an Option to Extend, Landlord will, Value not later than thirty (30) days after receipt delivery by Landlord Tenant of Tenantthe Extension Notice. If Tenant disputes Landlord’s Extension determination of Fair Market Value, then Tenant shall give notice (a “Extension Rent Notice Deadline”) provide Tenant with written notice of the adjustment made by Landlord, if any, to the cap on Management Fees and the monthly Base Rent payable during the first twelve (12) month period of the applicable Extension Term (“Extension Rent Dispute Notice”) based on to Landlord of such dispute within ten (10) Business Days after delivery of the current fair market base monthly rent for the Premises (“Fair Market Rent”) and, if election is made to adjust the cap on Management Fees the current fair market cap on the management fee percentage of Rent which a tenant and a landlord would accept for Comparable Transactions (“Fair Market Management Fee Cap”). If Landlord fails to provide the Extension Rent Notice by and the Extension Rent Notice Deadline, Tenant will notify Landlord parties do not resolve such dispute within thirty (30) days after the delivery of the Dispute Notice, then either party may, by delivery of a notice (an “Arbitration Notice”) to the other party, submit said dispute concerning the Fair Market Value to arbitration in accordance with Section 29.3. Time is of the essence of the giving of said Dispute Notice. Failure on the part of Tenant to timely submit a Dispute Notice shall constitute a waiver of the right of Tenant to dispute the Fair Rental Value determined by Landlord’s failure to provide , and in such event the Fixed Rent for the Extension Rent Notice, and Landlord will have an additional thirty (30) days to provide the Extension Rent Notice after receiving Tenant’s notice. Fair Market Rent Term shall mean the monthly base rent amount per rentable square foot which a tenant would pay and which a willing landlord would accept for space in industrial warehouse projects, within the Fairfield/Xxxxxxxx/Benicia metropolitan area, of standards comparable to the Premises (except be as set forth below), for in the period for which such rental Rent Notice. If the Fixed Rent payable during the Extension Term is to be paid and for a lease on terms substantially identical to those of the Lease (including, without limitation, those applicable to Additional Rent), based on prevailing market conditions in such similar projects at the time such determination is made (“Comparable Transactions”). Notwithstanding the foregoing, in considering the condition of the Premises as compared to Comparable Transactions, the value of (a) any (i) improvements, (ii) alterations or (iii) other modifications to the base building constructed at Tenant’s expense and (b) upgrades to Landlord’s Improvements requested by Tenant either not determined prior to or following the Execution Date and paid for by Tenant including by reduction of the TI Allowance (as defined below), shall not be considered, the intent of the parties being that Fair Market Rent shall not increase as a result of improvements to the Premises paid for solely by Tenant. Without limiting the generality of the foregoing, Comparable Transactions shall be for a term similar to the Extension Term and for space comparable Commencement Date, then Tenant shall pay Fixed Rent in use, layout, level, square footage and location within a first class project; however, leases of unusual or odd shaped spaces shall not be considered. In any determination of an amount equal to the Fair Market Rent, Value for the stated or contract monthly base rent in Comparable Transactions shall be appropriately adjusted to take into account the different terms and conditions prevailing in such transactions and those present in the Lease. c) Tenant shall provide written notice to Premises as determined by Landlord on or before the later to occur of (the “Tenant Response DeadlineInterim Rent”) ). Upon final determination of the Fixed Rent for the Extension Notice Deadline or the date that is Term, Tenant shall commence paying such Fixed Rent as so determined, and within thirty (30) days after Tenant’s receipt such determination Tenant shall pay any deficiency in prior payments of Fixed Rent or, if the Fixed Rent as so determined shall be less than the Interim Rent, Tenant shall be entitled to a credit against the next succeeding installments of Fixed Rent in an amount equal to the difference between each installment of Interim Rent and the Fixed Rent as so determined which should have been paid for such installment until the total amount of the Extension Rent Notice, whichever date is later, of its acceptance or rejection of the Base Rent amount and/or adjusted cap on Management Fees. If Tenant accepts the Base Rent amount before the Extension Notice Deadline, the Base Rent for the Extension Term will be Fair Market Rent set forth by Landlord in the Extension Rent Notice. If Tenant accepts the adjusted cap on Management Fees before the Extension Notice Deadline, the cap on Management Fees for the Extension Term will be Fair Market Management Fee Cap set forth by Landlord in the Extension Rent Notice. If Tenant fails to notify Landlord of its acceptance by the Tenant Response Deadline, Landlord will notify Tenant within fifteen (15) days of Tenant’s failure to respond and Tenant will have an additional fifteen (15) days to provide its response. If Tenant does not respond within such second fifteen (15) days period for any reason, Tenant will be deemed to have accepted Landlord’s determinations. If Tenant does not agree with Landlord’s determinations of the Base Rent amount and/or adjusted cap on Management Fees, and delivers written notice thereof, then the parties shall submit the matter to arbitration in accordance with the procedures set forth belowover payment has been recouped.

Extension Term Rent. a) Tenant’s exercise In the event that Tenant exercises its option to extend the term of an Option this Lease, the rent for the extension term shall be equal to Extend will not affect any terms or conditions the greater of the Lease except that: (i) the annual rental rate in effect during the last year of the initial term of this Lease Term shall be extended as provided above; plus seven and one-half percent (7.5%) of said annual rental rate, or (ii) the cap market ground lease rental value of the Land as of the commencement of the rental term (the "Market Rent") as same shall be agreed by the parties or as otherwise established hereunder. During the extended term, the rent shall increase by seven and one-half percent (7.5%) of the annual rent most recently in effect on Management Fees (as provided in Section 4.08) may be adjusted upwards (at Landlord’s election) to reflect each of the Fair Market Management Fee Cap as defined belowfollowing dates: January 1, 2030; January 1, 2035; and January 1, 2040. As a condition precedent to Tenant's right to extend the term of this Lease, Tenant shall give Landlord a nonbinding preliminary notice of intent to exercise its option (iii"Notice of Intent") Base not less than 24 months prior to the end of the Lease term. If the Landlord and Tenant cannot agree upon the Market Rent within 60 days after the Landlord's receipt of the Notice of Intent, then the Market Rent shall be determined by an independent real estate appraiser or broker mutually acceptable to Landlord and Tenant who shall have at least 10 years professional experience in the appraisal and/or leasing of commercial office buildings in Washington County, Vermont, and who shall be in all respects impartial and disinterested. Tenant shall notify Landlord of the name of the appraiser/broker that Tenant proposes to use for such determination within 75 days after Tenant's delivery of the Notice of Intent. If Landlord objects to such appraiser/broker, Landlord shall propose an alternate appraiser/broker similarly qualified by written notice to Tenant within 15 days after receipt of Tenant's proposal, or Landlord shall be deemed to have accepted the appraiser/broker proposed by Tenant. Tenant shall have 15 days after the receipt of Landlord's proposal of an alternate appraiser/broker to object to such proposed appraiser/broker. If Tenant timely objects to Landlord's proposed appraiser/broker, then the appraiser/broker selected by Landlord and the appraiser/broker selected by Tenant shall jointly name a third appraiser/broker similarly qualified and that third appraiser/broker shall determine the current Market Rent for the initial twelve (12) months Land. Within 15 days after final designation of each Extension Term will be the Fair appraiser/broker, that appraiser/broker shall render a written opinion on the Market Rent, determined by taking into account all of the terms and conditions of this Lease, other than rental, and assuming a twenty-year term, and shall deliver the same to Landlord and Tenant. The determination of Market Rent as determined belowshall exclude the value of all leasehold improvements undertaken by Tenant and any buildings, and fixtures, equipment or other property of Tenant located on the Base Rent will increase on an annual basis by three percent (3%) starting on each anniversary of commencement Land. The parties shall share the cost of the Extension Termindependent appraiser/broker on a 50/50 basis. No tenant improvements or rental abatements will be provided by Landlord in connection with the exercise of an Option to ExtendIf, which shall be considered in the after receiving said determination of Fair Market Rent. b) If , Tenant has properly exercised an Option still desires to Extendexercise said option, Tenant shall give Landlord will, not later than thirty (30) days after receipt by Landlord of Tenant’s Extension notice (“Extension Rent Notice Deadline”) provide Tenant with written notice of the adjustment made by Landlord, if any, exercise of its option to extend prior to the cap on Management Fees and the monthly Base Rent payable during the first twelve (12) month period of the applicable Extension Term (“Extension Rent Notice”) based on the current fair market base monthly rent for the Premises (“Fair Market Rent”) and, if election is made to adjust the cap on Management Fees the current fair market cap on the management fee percentage of Rent which a tenant and a landlord would accept for Comparable Transactions (“Fair Market Management Fee Cap”). If Landlord fails to provide the Extension Rent Notice by the Extension Rent Notice Deadline, Tenant will notify Landlord within thirty (30) days of Landlord’s failure to provide the Extension Rent Notice, and Landlord will have an additional thirty (30) days to provide the Extension Rent Notice after receiving Tenant’s notice. Fair Market Rent shall mean the monthly base rent amount per rentable square foot which a tenant would pay and which a willing landlord would accept for space in industrial warehouse projects, within the Fairfield/Xxxxxxxx/Benicia metropolitan area, of standards comparable to the Premises (except as set forth below), for the period for which such rental is to be paid and for a lease on terms substantially identical to those of the Lease (including, without limitation, those applicable to Additional Rent), based on prevailing market conditions in such similar projects at the time such determination is made (“Comparable Transactions”). Notwithstanding the foregoing, in considering the condition of the Premises as compared to Comparable Transactions, the value later of (a) any (i) improvements, (ii) alterations 30 days after its receipt of the determination of the Market Rent as provided herein or (iii) other modifications to the base building constructed at Tenant’s expense and (b) upgrades to Landlord’s Improvements requested by Tenant either prior to or following the Execution Date and paid deadline for by Tenant including by reduction extending the term of the TI Allowance (as defined below), shall not be considered, the intent of the parties being that Fair Market Rent shall not increase as a result of improvements to the Premises paid for solely by Tenant. Without limiting the generality of the foregoing, Comparable Transactions shall be for a term similar to the Extension Term and for space comparable in use, layout, level, square footage and location within a first class project; however, leases of unusual or odd shaped spaces shall not be considered. In any determination of Fair Market Rent, the stated or contract monthly base rent in Comparable Transactions shall be appropriately adjusted to take into account the different terms and conditions prevailing in such transactions and those present in the Lease. c) Tenant shall provide written notice to Landlord on or before the later to occur of (the “Tenant Response Deadline”) the Extension Notice Deadline or the date that is thirty (30) days after Tenant’s receipt of the Extension Rent Notice, whichever date is later, of its acceptance or rejection of the Base Rent amount and/or adjusted cap on Management Fees. If Tenant accepts the Base Rent amount before the Extension Notice Deadline, the Base Rent for the Extension Term will be Fair Market Rent this Lease set forth by Landlord in the Extension Rent Notice. If Tenant accepts the adjusted cap on Management Fees before the Extension Notice Deadline, the cap on Management Fees for the Extension Term will be Fair Market Management Fee Cap set forth by Landlord in the Extension Rent Notice. If Tenant fails to notify Landlord of its acceptance by the Tenant Response Deadline, Landlord will notify Tenant within fifteen (15) days of Tenant’s failure to respond and Tenant will have an additional fifteen (15) days to provide its responseSection 4(a). If Tenant does not respond give Landlord notice of exercise of said option within such second fifteen (15) days period for any reasonsaid period, Tenant will shall be deemed to have accepted Landlord’s determinations. If Tenant does decided not agree with Landlord’s determinations of the Base Rent amount and/or adjusted cap on Management Fees, and delivers written notice thereof, then the parties shall submit the matter to arbitration in accordance with the procedures set forth belowexercise said option.

Extension Term Rent. a) Tenant’s exercise of an Option to Extend will not affect any terms or conditions of The annual Fixed Rent payable during the Lease except that: (i) the Lease Extension Term shall be extended as provided above; (ii) the cap on Management Fees (as provided in Section 4.08) may be adjusted upwards (at Landlord’s election) to reflect the Fair Market Management Fee Cap as defined below; and (iii) Base Rent annual Extension Rate for the initial twelve (12) months Premises as of each the commencement of the Extension Term will be (the Fair Market Rent as determined below“Extension Calculation Date”), and the Base Rent will increase on an annual basis by three percent (3%) starting with such Extension Rate being escalated annually on each anniversary of commencement the Extension Calculation Date by the market escalation rate that shall be determined as part of the determination of the Extension TermRate. No tenant improvements or rental abatements will be provided by Landlord in connection with the exercise of an Option to Extend, which shall be considered in the determination of Fair Market Rent. b) If Tenant has properly exercised an Option to Extend, Landlord will, not later than thirty (30) days after receipt by Landlord of Tenant’s Extension notice (“Extension Rent Notice Deadline”) provide Tenant with written notice of the adjustment made by Landlord, if any, to the cap on Management Fees and the monthly Base Rent payable during the first twelve (12) month period of the applicable Extension Term (“Extension Rent Notice”) based on the current fair market base monthly rent for the Premises (“Fair Market Rent”) and, if election is made to adjust the cap on Management Fees the current fair market cap on the management fee percentage of Rent which a tenant and a landlord would accept for Comparable Transactions (“Fair Market Management Fee Cap”). If Landlord fails to provide the Extension Rent Notice by the Extension Rent Notice Deadline, Tenant will notify Landlord within thirty (30) days of Landlord’s failure to provide the Extension Rent Notice, and Landlord will have an additional thirty (30) days to provide the Extension Rent Notice after receiving Tenant’s notice. Fair Market Rent Rate” shall mean the monthly base rent amount per rentable square foot which a tenant would pay and which a willing landlord would accept for space in industrial warehouse projects, within the Fairfield/Xxxxxxxx/Benicia metropolitan area, of standards comparable to the Premises (except as set forth below), for the period for which such fair market annual full service rental is to be paid and for a lease on terms substantially identical to those of the Lease (including, without limitation, those applicable to Additional Rent), based on prevailing market conditions in such similar projects at the time such determination is made (“Comparable Transactions”). Notwithstanding the foregoing, in considering the condition value of the Premises as compared to Comparable Transactions, the value of (a) any (i) improvements, (ii) alterations or (iii) other modifications to the base building constructed at Tenant’s expense and (b) upgrades to Landlord’s Improvements requested by Tenant either prior to or following the Execution Date and paid for by Tenant including by reduction of the TI Allowance (as defined below), shall not be considered, the intent of the parties being that Fair Market Rent shall not increase as a result of improvements to the Premises paid for solely by Tenant. Without limiting the generality of the foregoing, Comparable Transactions shall be Extension Calculation Date for a lease extension term similar equal to the Extension Term; based on comparable space in the Building or on comparable space in Comparable Buildings; including all of Landlord’s services provided for in this Lease; with the Premises considered as vacant and in “as is” condition as of the Extension Term Commencement Date; with Tenant being required to make Tenant’s Tax Payment and for space comparable Tenant’s Operating Payment pursuant to the terms of the Lease, but with the Base Year being the calendar year in usewhich the Extension Term commences; assuming the extension term rent is not set forth in the lease between the parties; and assuming that the leased premises is unencumbered (e.g., layoutthe leased premises is not subject to another party’s superior expansion right) and is leased under a prime lease and not a sublease. In determining Extension Rate, level, square footage and location within a first class project; however, leases of unusual or odd shaped spaces the parties shall not be considered. In any determination of Fair Market Rent, the stated or contract monthly base rent in Comparable Transactions shall be appropriately adjusted to take into account the different terms and conditions prevailing in such transactions and those present in the Lease. c) or give credit to Tenant shall provide written notice for any savings to Landlord on or before that may be attributable to the later avoidance of “downtime” for marketing and/or construction. Subject to occur the provisions of (this Article, the “Tenant Response Deadline”) the Extension Notice Deadline or the date that is thirty (30) days after Tenant’s receipt calculation of the Extension Rent NoticeRate shall take into account all relevant factors including, whichever date is later, without limitation the creditworthiness of its acceptance or rejection of the Base Rent amount and/or adjusted cap on Management FeesTenant. If Tenant accepts the Base Rent amount before the Extension Notice DeadlineRate includes any out-of-pocket monetary concession (such as a tenant improvement allowance) to be provided by Landlord, Landlord shall have the Base Rent for option to either directly provide such monetary concession or indirectly provide such monetary concession by equitably reducing the Extension Term will be Fair Market Rent set forth by Landlord in the Extension Rent Notice. If Tenant accepts the adjusted cap on Management Fees before the Extension Notice Deadline, the cap on Management Fees for the Extension Term will be Fair Market Management Fee Cap set forth by Landlord in the Extension Rent Notice. If Tenant fails to notify Landlord of its acceptance Rate by the Tenant Response Deadline, Landlord will notify Tenant within fifteen (15) days economic value of Tenant’s failure to respond and Tenant will have an additional fifteen (15) days to provide its response. If Tenant does not respond within such second fifteen (15) days period for any reason, Tenant will be deemed to have accepted Landlord’s determinations. If Tenant does not agree with Landlord’s determinations of concession over the Base Rent amount and/or adjusted cap on Management Fees, and delivers written notice thereof, then the parties shall submit the matter to arbitration in accordance with the procedures set forth belowremaining Term.