Common use of Extension Term Clause in Contracts

Extension Term. Tenant shall have the right, upon written notice to Landlord given no later than February 1, 2021 and provided no Event of Default shall have occurred and be continuing as of the date of such written notice, to elect to extend the term of this Lease for an additional term of one (1) month (i.e. through March 31, 2021) (the “Extension Term”) upon all of the terms, covenants and conditions contained in this Lease, including but not limited to the Base Rent specified in Section 4.1(b) and the net rent basis specified in Section 4.3. Provided, however, if after Tenant’s correct exercise of its right to the Extension Term, Tenant shall fully vacate the Leased Premises before March 31, 2021, and shall have (i) left the Leased Premises in a broom clean condition, (ii) made any and all repairs and restorations required under this Lease in connection with the surrender of the Lease Premises, (iii) left all fixtures and equipment owned by Landlord in the Leased Premises in the state and condition required by this Lease, and (iv) shall have given one day’s prior written notice to Landlord of Tenant’s desire to terminate the Extension Term early (collectively, the “Early Surrender Conditions”), then, Tenant shall be entitled to a per diem refund of the Base Rent actually prepaid by Tenant to Landlord for such Extension Term for each day prior to March 31, 2021 that the Early Surrender Conditions were met counting from the day after the Early Surrender Condition were met. Landlord’s determination of the date that the Early Surrender Conditions were met shall be presumptively correct unless in manifest error. Other than the per diem refund of Base Rent as provided above, Tenant shall not be entitled to a rebate or refund of any other rent or other payments Tenant is required to pay pursuant to this Lease during the Extension Period.

Extension Term. Tenant Borrower shall have the right, upon written notice to Landlord given no later than February 1, 2021 and provided no Event of Default shall have occurred and be continuing as of the date of such written notice, to elect to extend the term of this Lease for an additional term of one (1) month (i.e. through March 31, 2021) option (the “Extension Option”), to extend the scheduled Maturity Date of the Loan for twelve (12) months (the period of each such extension, an “Extension Term”), provided that (i) upon all Borrower shall deliver to Lender written notice (the “Extension Notice”) of the terms, covenants its election of such Extension Term at least thirty (30) days and conditions contained in this Lease, including but not limited more than ninety (90) days prior to the Base Rent specified in Section 4.1(b) and the net rent basis specified in Section 4.3. ProvidedInitial Maturity Date; provided, however, if Lender has not received the Extension Notice before the date that is thirty (30) days prior to the Initial Maturity Date (and assuming all other conditions of the Extension Option are then, or will be in the ordinary course of business, satisfied), Lender shall deliver written notice to Borrower and Borrower shall have an additional ten (10) days after TenantBorrower’s correct receipt of Lender’s notice in which to exercise of its right to exercise the Extension Term, Tenant Term (it being the intent of Lender and Borrower that Borrower’s right to extend the Initial Maturity Date shall fully vacate not be waived until the Leased Premises before March 31, 2021, and shall have expiration of the ten (i10) left the Leased Premises in a broom clean condition, day period following Lender’s notice; (ii) made any no Default shall be continuing on the Initial Maturity Date; (iii) no Master Lease Default shall then exist or would result due to such extension; (iv) Lease Guarantor shall be in compliance with the Lease Guarantor Performance Threshold at such time and no other Blocked Condition shall then exist; (v) no Cash Trap Event (as defined in the Cash Management Agreement) shall be continuing on the Initial Maturity Date; (vii) Borrower shall have executed and delivered to Lender all repairs agreements, instruments, certificates and restorations documents reasonably required under this Lease by Lender in connection with the surrender Extension Option, (viii) the Outstanding Loan Balance as of the Lease PremisesInitial Maturity Date shall not exceed $110,000,000.00 and (ix) Borrower shall have paid to Lender in cash the Extension Fee and all Fees and Expenses incurred by Lender in connection with the Extension Option. If Borrower fails to exercise any option to extend in accordance with the provisions of this Agreement, (iii) left all fixtures the Extension Option will automatically cease and equipment owned by Landlord terminate. Except as expressly set forth in the Leased Premises in the state and condition required by this LeaseSection 2.5, Lender has no obligation to extend, and (iv) shall have given one day’s prior written notice Borrower has no right to Landlord of Tenant’s desire to terminate the Extension Term early (collectivelyan extension of, the “Early Surrender Conditions”), then, Tenant shall be entitled to a per diem refund of the Base Rent actually prepaid by Tenant to Landlord for such Extension Term for each day prior to March 31, 2021 that the Early Surrender Conditions were met counting from the day after the Early Surrender Condition were met. Landlord’s determination of the date that the Early Surrender Conditions were met shall be presumptively correct unless in manifest error. Other than the per diem refund of Base Rent as provided above, Tenant shall not be entitled to a rebate or refund of any other rent or other payments Tenant is required to pay pursuant to this Lease during the Extension PeriodLoan.

Extension Term. Provided Tenant shall have the right, upon written notice to Landlord given no later than February 1, 2021 and provided no Event of Default shall have occurred and be continuing as is occupying at least fifty percent (50%) of the Premises, Tenant in not in Default hereunder, both at the time the option may be exercised, and on the commencement date of such written noticethe Extension Term (as hereinafter defined), Landlord grants to elect to extend the term of this Lease for an additional term of Tenant one (1) month option (i.e. through March 31, 2021the “Extension Option”) to extend this Lease with respect to all of the Premises for an additional period of five (5) years (the “Extension Term”) upon all of the terms, covenants and conditions contained in this Lease, including but not limited to the Base Rent specified in Section 4.1(b) and the net rent basis specified in Section 4.3). Provided, however, if after Tenant’s correct exercise of its right to the The Extension Term, Option may be exercised by Tenant shall fully vacate the Leased Premises before March 31, 2021, and shall have (i) left the Leased Premises in a broom clean condition, (ii) made any and all repairs and restorations required under this Lease in connection with the surrender of the Lease Premises, (iii) left all fixtures and equipment owned by Landlord in the Leased Premises in the state and condition required by this Lease, and (iv) shall have given one day’s prior delivering written notice to Landlord at least twelve (12) months, but not more than fifteen (15) months, prior to the Expiration Date of the Initial Term (the “Tenant’s Extension Notice”). Time is of the essence in the exercise of the Extension Option. The annual Base Rent payable for the Extension Term (the “Extension Rental Rate”) shall be ninety-five percent (95%) of the market rental rate for comparable space in comparable buildings in the general vicinity of the Building (with respect to size, age, use, quality, utility and location) being leased by a new, non-equity tenant, and taking into account the Tenant’s creditworthiness, the length of the term, the base years, expansion and extension rights (or the lack thereof), and all allowances and concessions being offered in the marketplace, as well as transaction costs, such as broker’s commissions (or the lack thereof) (but in no event less than $19.50 per square foot of Premises Rentable Area), determined as follows: In the event Tenant timely exercises the Extension Option in accordance herewith, within thirty (30) days after Landlord receives notice of Tenant’s desire to terminate exercise of such Extension Option, Landlord shall notify Tenant in writing of Landlord’s good faith determination of the Extension Rental Rate for the Extension Term early (collectively, the “Early Surrender ConditionsLandlord’s Extension Term Rental Notice”), then, . Tenant shall be entitled to a per diem refund have fifteen (15) days from the date of the Base Rent actually prepaid by Tenant to Landlord for such Landlord’s Extension Term for each day prior Rental Notice to March 31, 2021 that the Early Surrender Conditions were met counting from the day after the Early Surrender Condition were met. either accept or dispute Landlord’s determination of the date Extension Rental Rate. In the event that Tenant disputes Landlord’s determination of the Early Surrender Conditions were met shall be presumptively correct unless in manifest error. Other than the per diem refund of Base Rent as provided aboveExtension Rental Rate, Tenant shall so notify Landlord and advise Landlord of Tenant’s determination of the Extension Rental Rate. If Landlord and Tenant cannot agree upon the Extension Rental Rate within thirty (30) days of the date of Landlord’s Extension Term Rental Notice (the “Negotiation Period”), Landlord and Tenant shall simultaneously exchange within the following fifteen (15) days, on a date determined by Landlord, statements setting forth each such party’s conclusion regarding the Extension Rental Rate (each, a “Statement of Rental Rate”); provided, however, that if one party has not submitted such statement within forty-five (45) days after the date of Landlord’s Extension Term Rental Notice, then the determination set forth in the other party’s statement shall be entitled final and binding upon both parties. Landlord and Tenant shall then mutually select a real estate professional with at least ten (10) years’ continuous experience in the business of appraising or marketing multi-tenant office buildings in the Greater Boston Area (the “Valuation Expert”) to resolve the dispute as to the Extension Rental Rate. If Landlord and Tenant cannot agree upon the designation of the Valuation Expert within thirty (30) days of the exchange of the Statements of Rental Rate, either party may apply to the American Arbitration Association, the Greater Boston Real Estate Board, or any successor thereto, for the designation of a rebate Valuation Expert. Within ten (10) days of the selection of the Valuation Expert, Landlord and Tenant shall each submit to the Valuation Expert a copy of its Statement of Rental Rate, together with any supporting material. The Valuation Expert shall not perform his own valuation, but rather, shall, within thirty (30) days after receipt of such submissions, select as the Extension Rental Rate the submission which the Valuation Expert concludes most closely and accurately reflects the Extension Rental Rate for the Premises and the rental rate set forth in that submission shall be the Extension Rental Rate for the Extension Term in question (provided, however, that in no event shall the Extension Rental Rate ever be less than $19.50 per square foot of Premises Rentable Area). The Valuation Expert shall give notice of his or refund her determination to Landlord and Tenant and such decision shall be final and conclusively binding upon Landlord and Tenant. Each party shall pay the fees and expenses of any other rent or other payments real estate professional such party retains and such party’s counsel, if any, in connection with any proceeding under this paragraph, and the party whose determination was determined by the Valuation Expert not to most accurately and closely reflect the Extension Rental Rate of the Premises shall pay the fees and expenses of the Valuation Expert. Landlord and Tenant is required to pay pursuant shall execute an amendment to this Lease during within thirty (30) days after the determination of the Extension PeriodRental Rate (in accordance with the procedure set forth above) for the Extension Term, which amendment shall set forth the Extension Term, the Extension Rental Rate, and any other terms and conditions for such Extension Term; provided, however, any failure to execute and deliver such Amendment shall not affect the rights or obligations of the parties with respect to the Extension Term. Except as set forth above, the Extension Term shall be subject to all of the terms and conditions of this Lease; provided, however, that Tenant shall have no further extension rights once it has exercised the Extension Option.

Extension Term. Provided Tenant is not in monetary default under this Lease, and Tenant is not otherwise in default hereunder beyond any applicable notice and cure period at the time an option may be exercised and at the time the Extension Option (as defined below) commences, Landlord grants to Tenant one option (the “Extension Option”) to extend this Lease with respect to all of the Premises for one additional period of one (1) year (the “Extension Period”). The Extension Option may be exercised by Tenant delivering written notice (the “Extension Notice”) to Landlord at least six (6) months prior to the expiration of the Lease Term (i.c., no later than January 31, 2012). In the event that Tenant fails timely to give such notice to Landlord, this Lease shall automatically terminate at the end of the Lease Term, and Tenant shall have no option to extend the rightLease Term. Time is of the essence in the exercise of the Extension Option. The rate of Base Rent (the “Extension Rental Rate”) for the Extension Period shall be equal to one hundred percent of the then current market rental rate at the Building charged by Landlord, upon written taking into account all relevant factors. Not later than thirty (30) days following Landlord’s receipt of the Extension Notice, Landlord shall provide Tenant with Landlord’s good faith estimate (“Landlord’s FMV Notice”) of such Extension Rental Rate. Tenant shall have fifteen (15) days from its receipt of Landlord’s FMV Notice to notify Landlord whether Tenant accepts or rejects Landlord’s determination of the Extension Rental Rate. If Tenant is unwilling to accept Landlord’s determination of the Extension Rental Rate as set forth in Landlord’s FMV Notice, and if the parties are unable to reach agreement thereon within thirty (30) days after the delivery of Tenant’s notice to Landlord given no later than February 1rejecting such rental determination, 2021 then the Extension Option shall lapse, the Lease shall automatically terminate at the end of the Term and provided no Event of Default Tenant shall have occurred and be continuing as of the date of such written notice, to elect no further option to extend the term of this Lease. Landlord and Tenant shall execute an amendment to this Lease within thirty (30) days after the determination of the Extension Rental Rate, which amendment shall set forth the extended Lease Term and the Extension Rental Rate. Except for an additional term the change in the rate of one (1) month (i.e. through March 31Rent, 2021) (the “Extension Term”) upon Period shall be subject to all of the terms, covenants terms and conditions contained of this Lease and the Premises shall be delivered in their then “as is” condition at the time the Extension Period commences. Neither any option granted to Tenant in this LeaseLease or in any collateral instrument to renew or extend the Lease Term, including but not limited to nor the Base Rent specified in Section 4.1(b) and the net rent basis specified in Section 4.3. Provided, however, if after Tenant’s correct exercise of its any such option by Tenant, shall prevent Landlord from exercising any option or right granted or reserved to the Extension Term, Tenant shall fully vacate the Leased Premises before March 31, 2021, and shall have (i) left the Leased Premises Landlord in a broom clean condition, (ii) made any and all repairs and restorations required under this Lease or in connection with the surrender any collateral instrument or that Landlord may otherwise have, to terminate this Lease or any renewal or extension of the Lease Premises, (iii) left all fixtures and equipment owned by Landlord in Term either during the Leased Premises in original Lease Term or during the state and condition required by this Lease, and (iv) shall have given one day’s prior written notice renewed or extended Term. Any renewal or extension right granted to Landlord of Tenant’s desire to terminate the Extension Term early (collectively, the “Early Surrender Conditions”), then, Tenant shall be entitled personal to a per diem refund Tenant and may not be exercised by any assignee, subtenant or legal representative of Tenant. Any termination of this Lease shall serve to terminate any such renewal or extension of the Base Rent actually prepaid by Lease Term, whether or not Tenant shall have exercised any option to renew or extend the Lease Term. No option granted to Tenant to Landlord for such Extension renew or extend the Lease Term for each day prior to March 31, 2021 that the Early Surrender Conditions were met counting from the day after the Early Surrender Condition were met. Landlord’s determination of the date that the Early Surrender Conditions were met shall be presumptively correct unless in manifest error. Other than the per diem refund of Base Rent as provided above, deemed to give Tenant shall not be entitled any further option to a rebate renew or refund of any other rent or other payments Tenant is required to pay pursuant to this Lease during the Extension Periodextend.”

Extension Term. Provided (i) that the Lease shall be in full force and effect; (ii) except for a Corporate Transfer, that Tenant shall have not assigned the Lease; and (iii) that no Event of Default exists on the date that the applicable “Extension Notice” (as defined below) is sent or on the date the applicable Extension Term (as defined below) is to commence, then, and only in such event, Tenant shall have the right, upon at Tenant’s sole option, to extend the term of the Lease for two (2) additional periods of five (5) years (each an “Extension Term”). Each such extension option shall be exercisable by Tenant giving written notice (the “Extension Notice”) of the exercise of such extension option to Landlord given no later than February fifteen (15) months prior to the expiration of the then current Term and no earlier than eighteen (18) months prior to the expiration of the then current Term; provided, however, in the event Tenant fails to exercise such option to extend during the aforesaid time period, such extension option (and any subsequent option) shall become null and void and all rights with respect thereto shall automatically terminate and expire. Each Extension Term shall be upon the same terms, covenants and conditions as set forth herein with respect to the Lease Term, except that (x) Base Monthly Rent shall be adjusted for each Extension Term as follows: (x) the Base Monthly Rent for each extension term shall be equal to the then current fair market rent, and (y) the base year for purposes of calculating the Operating Expenses and Real Estate Taxes shall be based on market negotiations at the time the Base Monthly Rent for the Extension Term is determined, and (z) the parking ratio and the parking charges shall be based on the then market ratio and then market rates. Despite the foregoing, Tenant shall have the right to so extend the term of the Lease for less than the entire Demised Premises (but in no event less than 000,000 xxxxxx xxxx xx xxxxxxxx xxxx), provided that any such extension complies with the following procedures: (i) Tenant shall advise Landlord, in the Extension Notice, of the amount of rentable area that Tenant desires to extend the term of the Lease (which shall be no less than 000,000 xxxxxx xxxx xx xxxxxxxx xxxx), (ii) each block of space that Tenant so extends the term of the Lease for shall constitute a full floor, provided, however, to the extent that Tenant is then leasing a partial floor, Tenant shall have the right to exercise such extension with respect to all of the space that it is then leasing on such partial floor, (iii) if Tenant was leasing a full floor in Tower 1, 2021 Tower 2 or Tower 3, and provided no Event Tenant desires to exercise an extension with regard to any such fully leased floor within a single Tower, Tenant must exercise the extension with respect to the full floors that it was leasing (provided, however, if Tenant exercises such right on a full floor that it is leasing in both Tower 1 and Tower 2, it must also exercise such right with respect to the connector space on such floor in Tower 3), (iv) if the extension is for less than the entire Demised Premises, the space retained by Tenant shall consist of Default either the lowest floor(s) then leased by Tenant or the highest floor(s) then leased by Tenant, which election shall have occurred be made by Tenant at the time it exercises such extension right, and be continuing (v) in the event that, on the date Tenant delivers an Extension Notice, Tenant’s tangible net worth is less than Tenant’s tangible net worth as of the date of this Lease, then as of the commencement of such written noticeExtension Term, Tenant shall not be permitted to elect sublease, in the aggregate, in excess of twenty percent (20%) of the rentable area of the portion of the Demised Premises for which it exercises its extension option. In the event that the parties do not, within thirty (30) days after the date that Tenant exercises its extension option, agree upon the fair market rent for the Demised Premises and enter into an amendment of the Lease setting forth the Base Monthly Rent payable during the applicable Extension Term, then, unless Tenant withdraws, in writing, its election to extend the term of this Lease for an additional term of one (1) month (i.e. through March 31, 2021) (the “Extension Term”) upon all of the terms, covenants and conditions contained in this Lease, including but not limited which written withdrawal notice must be delivered to Landlord, if at all, within five (5) Business Days after the expiration of such thirty (30) day period, the Base Monthly Rent specified shall be determined in accordance with Section 4.1(b3(f) and below. In the net rent basis specified event Tenant timely delivers its withdrawal notice in Section 4.3. Providedstrict accordance with the foregoing, however, if after Tenant’s correct then (a) Tenant shall be deemed to have elected not to exercise of its right to extend the Extension Term, Tenant shall fully vacate the Leased Premises before March 31, 2021, and shall have (i) left the Leased Premises in a broom clean condition, (ii) made any and all repairs and restorations required under this Lease in connection with the surrender Term of the Lease Premises, (iii) left all fixtures and equipment owned by Landlord in the Leased Premises in the state and condition required by this Lease, and (ivb) the Lease shall have given one day’s prior written notice to Landlord of Tenant’s desire to terminate automatically end on the Extension Term early (collectively, the “Early Surrender Conditions”), then, Tenant shall be entitled to a per diem refund last day of the Base Rent actually prepaid by Tenant to Landlord for such Extension then current Term for each day prior to March 31, 2021 that the Early Surrender Conditions were met counting from the day after the Early Surrender Condition were met. Landlord’s determination of the date that the Early Surrender Conditions were met shall be presumptively correct unless in manifest error. Other than the per diem refund of Base Rent as provided above, Tenant shall not be entitled to a rebate or refund of any other rent or other payments Tenant is required to pay pursuant to this Lease during the Extension PeriodLease.

Extension Term. The Extension Option shall be exercised by notice given by the Tenant to the Landlord at least twelve (12) months prior to the expiration of the Initial Term, or, in the case of the second Extension Term, twelve (12) months prior to the expiration of the first Extension Term. Upon the Tenant's giving such notice, this Lease and the Term hereof shall be extended for the applicable Extension Term without the necessity of execution of any additional documents. Each Extension Term shall be upon all the terms, conditions and provisions of this Lease, except that the Annual Fixed Rent during the Extension Term shall be the fair market rental value (the "Fair Rental Value") of the Premises as of the commencement of such Extension Term, determined as provided below, but in no event shall the Annual Fixed Rent for the Extension Term be less on a per rentable square foot basis than the Annual Fixed Rent for the immediately preceding portion of the Initial Term or the first Extension Term, as the case may be, for the office portion of the original Premises, and in each case, the Tenant shall have no option to extend the rightTerm for any further Extension Terms beyond the two provided for by this Section 2.5. The term "Fair Rental Value" shall mean the market rental value per annum. The Landlord shall exercise reasonable and good faith judgment in establishing the Fair Rental Value of the Premises for the Extension Term and, if not agreed upon written notice by the Tenant prior to Landlord given no later than February the date that is nine (9)months prior to the date on which the Extension Term is to commence, such Fair Rental Value shall be determined in accordance with the arbitration procedure set forth in Exhibit 1, 2021 and provided no Event of Default shall have occurred and be continuing . If the applicable Fair Rental Value has not been determined as of the date the same is to become effective, the Tenant shall pay Annual Fixed Rent at the rate quoted by the Landlord as the Fair Rental Value until such determination is made. In the event it shall subsequently be determined that the Fair Rental Value quoted (and reasonably determined) by the Landlord was in excess of the Fair Rental Value, the Landlord shall credit the amount of such written noticeoverpayment against the next installments of Annual Fixed Rent. In the event it shall subsequently be determined that the Fair Rental Value quoted by the Landlord was less than the Fair Rental Value, to elect to extend the term of this Lease for an additional term of one (1) month (i.e. through March 31, 2021) (Tenant shall promptly pay the “Extension Term”) upon all of the terms, covenants and conditions contained in this Lease, including but not limited difference to the Base Rent specified in Section 4.1(b) and the net rent basis specified in Section 4.3. Provided, however, if after Tenant’s correct exercise of its right to the Extension Term, Tenant shall fully vacate the Leased Premises before March 31, 2021, and shall have (i) left the Leased Premises in a broom clean condition, (ii) made any and all repairs and restorations required under this Lease in connection with the surrender of the Lease Premises, (iii) left all fixtures and equipment owned by Landlord in the Leased Premises in the state and condition required by this Lease, and (iv) shall have given one day’s prior written notice to Landlord of Tenant’s desire to terminate the Extension Term early (collectively, the “Early Surrender Conditions”), then, Tenant shall be entitled to a per diem refund of the Base Rent actually prepaid by Tenant to Landlord for such Extension Term for each day prior to March 31, 2021 that the Early Surrender Conditions were met counting from the day after the Early Surrender Condition were met. Landlord’s determination of the date that the Early Surrender Conditions were met shall be presumptively correct unless in manifest error. Other than the per diem refund of Base Rent as provided above, Tenant shall not be entitled to a rebate or refund of any other rent or other payments Tenant is required to pay pursuant to this Lease during the Extension Period.

Extension Term. Subject to the terms and conditions of this Article 28, Tenant shall have the rightright to extend the Term for all of the Premises for one extension term of five (5) years (the “Extension Term”) commencing on the day immediately following the expiration of the Initial Term (the “Extension Term Commencement Date”) and ending on the day preceding the fifth (5th) anniversary of the Extension Term Commencement Date, upon written unless the Extension Term shall sooner terminate pursuant to any of the terms of this Lease or otherwise. The right of Tenant to extend the Term for the Extension Term shall be subject to, and the Extension Term shall commence only if, all of the following conditions precedent are satisfied: (a) Tenant delivers notice (the “Extension Notice”) to Landlord given no of Tenant’s exercise of such extension right not earlier than eighteen (18) months and not later than February 1twelve (12) months prior to the Expiration Date, 2021 and provided (b) at the time the Extension Notice is given, no Event of Default shall have occurred and be continuing as hereunder, and (c) at the time the Extension Notice is given, Tenant has not assigned the Lease or sublet more than fifty percent (50%) of the date rentable area of such written notice, the Premises (excepting only assignments or subleases to elect Affiliates of the original tenant named herein). Time is of the essence with respect to extend the term giving of this Lease for an additional term of one (1) month (i.e. through March 31, 2021) (the “Extension Term”) Notice. The Extension Term shall be upon all of the agreements, terms, covenants and conditions contained in of this Lease, including but not limited except that (w) the Fixed Rent shall be determined as provided in Section 28.2, (x) Tenant shall have no further right to extend the Term, (y) the Base Tax Year shall be the Tax Year commencing on the July 1st prior to the Extension Term Commencement Date, and (z) the Base Rent specified in Section 4.1(b) and Expense Year shall be the net rent basis specified in Section 4.3Comparison Year ending on the December 31st prior to the Extension Term Commencement Date. Provided, however, if after Tenant’s correct exercise Upon the commencement of its right to the Extension Term, Tenant (A) the Extension Term shall fully vacate be added to and become part of the Leased Premises before March 31Term, 2021(B) any reference in this Lease to the “Term”, the “term of this Lease” or any similar expression shall be deemed to include the Extension Term, and (C) the expiration of the Extension Term shall have (i) left become the Leased Premises in a broom clean conditionExpiration Date. Any termination, (ii) made any and all repairs and restorations required cancellation or surrender of the entire interest of Tenant under this Lease in connection with at any time during the surrender of the Lease Premises, (iii) left all fixtures and equipment owned by Landlord in the Leased Premises in the state and condition required by this Lease, and (iv) Term shall have given one day’s prior written notice to Landlord of Tenant’s desire to terminate the Extension Term early (collectively, the “Early Surrender Conditions”), then, foregoing right of extension of Tenant shall be entitled to a per diem refund of the Base Rent actually prepaid by Tenant to Landlord for such Extension Term for each day prior to March 31, 2021 that the Early Surrender Conditions were met counting from the day after the Early Surrender Condition were met. Landlord’s determination of the date that the Early Surrender Conditions were met shall be presumptively correct unless in manifest error. Other than the per diem refund of Base Rent as provided above, Tenant shall not be entitled to a rebate or refund of any other rent or other payments Tenant is required to pay pursuant to this Lease during the Extension Periodhereunder.

Extension Term. Tenant shall have On or before each Rental Payment Date during the rightExtension Term, upon written notice to Landlord given no later than February commencing January 1, 2021 2020, the Subtenant covenants and provided no Event agrees to and will pay as Basic Rent hereunder an advance quarterly rent payment in an amount equal to one-quarter of Default the annual Fair Market Rent (herein so-called) for the Leased Real Property as described below plus $1.00. If Subtenant exercises its right to extend the Sublease, the parties will have until the date that is six (6) months prior to the date on which the Original Term will expire in order to agree on the Fair Market Rent for the Leased Real Property for the Extension Term (“Fair Market Rent”). If the parties agree on the Fair Market Rent for the Extension Term during that period, they shall have occurred immediately execute an amendment to this Sublease stating the dollar amount of Basic Rent for the Extension Term. If the parties are unable to agree on the Fair Market Rent for the Extension Term during that period, then the Fair Market Rent for the Extension Period will be established by appraisal. Sublandlord and Subtenant shall each appoint one appraiser at least five (5) months prior to the expiration of the Original Term provided, however, that if either party fails to designate an appraiser within the time period specified, then the appraiser who is designated shall conclusively determine the Fair Market Rent. If two (2) appraisers are designated, then they shall submit within thirty (30) days after the second thereof has been designated their appraisals of the Fair Market Rent. Each appraiser shall prepare a written appraisal report that shall conform to the standard of professional practice of the American Institute of Real Estate Appraisers. Sublandlord and Subtenant intend that the “Fair Market Rent” shall be continuing for the Leased Real Property only and shall be deemed to be the rent per square foot of unimproved real estate that is then being charged as of the date of such written notice, to elect to extend appraisal for similar unimproved real estate in the term of this Lease for an additional term of one (1) month (i.e. through March 31, 2021) (the “Extension Term”) upon all area of the terms, covenants Leased Real Property that is comparable in quality and conditions contained in this Lease, including but not limited location to the Base Leased Real Property. Should the two appraisals arrive at different Fair Market Rent specified in Section 4.1(b) and the net rent basis specified in Section 4.3. Provided, however, if after Tenant’s correct exercise of its right to for the Extension Term, Tenant within said thirty (30) days the two appraisers shall fully vacate each submit an independent written appraisal and together they shall designate one additional person as appraiser within five (5) days following the Leased Premises before March 31expiration of said 30-day period; provided, 2021however, that if the difference between the two appraisals is ten percent (10%) or less of the lowest appraisal, then an additional appraiser shall not be designated and the Fair Market Rent shall equal the average of the two appraisals that are submitted. The third appraiser shall submit an independent written appraisal within thirty (30) days following his or her appointment. If the two appraisers cannot agree upon a third appraiser, then either Sublandlord or Subtenant may request that a judge of the Common Pleas Court of Lake County appoint such third appraiser. The Fair Market Rent shall be equal to the average of the two written appraisals which are closest, and the third appraisal shall have (i) left be disregarded. Each party shall bear the Leased Premises in a broom clean condition, (ii) made any and all repairs and restorations required under this Lease in connection with the surrender cost of the Lease Premises, (iii) left all fixtures appraiser appointed by it and equipment owned by Landlord the parties shall share equally in the Leased Premises cost of the third appraiser. No person shall be appointed or designated an appraiser unless he or she is an independent appraiser who is a currently certified member of the American Institute of Real Estate Appraisers (with MAI designation) and unless he or she has at least five (5) years experience as an appraiser in Lake County, Ohio. The third appraiser shall not have ever been employed (full-time or part-time or on a consulting basis) by Sublandlord or Subtenant. In the state and condition required event that the Fair Market Rent is not established before the commencement of the Extension Term, Subtenant shall pay a fair market rental for the Subleased Real Property based on the fair market rental as determined by this Leasethe appraiser designated by Subtenant. When the Fair Market Rent has been established, and (iv) the Basic Rent shall have given one day’s prior written notice to Landlord be retroactively effective as of Tenant’s desire to terminate the beginning of the Extension Term early and Subtenant shall pay Sublandlord any deficiency within thirty (collectively, 30) days after the “Early Surrender Conditions”), then, Tenant shall be entitled to a per diem refund establishment of the Base Basic Rent actually prepaid by Tenant to Landlord for such Extension Term for each day prior to March 31, 2021 that or receive a credit on the Early Surrender Conditions were met counting from the day after the Early Surrender Condition were met. Landlord’s determination of the date that the Early Surrender Conditions were met shall be presumptively correct unless in manifest error. Other than the per diem refund of Base Basic Rent as provided above, Tenant shall not be entitled to a rebate or refund of any other rent or other payments Tenant is required to pay pursuant to this Lease next coming due during the Extension PeriodTerm.

Extension Term. For an Extension Term, Fixed Rent and monthly -------------- installments shall be as agreed or at Fair Market Rent as determined in accordance with the following procedures, however, in no event shall the Fair Market Rent for the Extended Term be less than the Fixed Rent during the last year of the Initial Term . Upon Tenant's request given not earlier than three (3) months prior to the last date by which Tenant is to give notice of an election to extend, Landlord shall designate the proposed Fixed Rent for the Extension Term, if the option were exercised. If Tenant disagrees with Landlord's designation of the proposed Fixed Rent, then Tenant shall have the right, by notice given within fifteen (15) days after Tenant has been notified of Landlord's designation, to submit the determination of the applicable Fixed Rent to arbitration as follows: If the parties shall not have agreed upon written the Fixed Rent for the Extension Term within fifteen (15) days after Tenant's notice, then the Fair Market Rent ("Fair Market Rent") shall be determined by an appraiser acceptable to both Landlord and Tenant who shall be a member of the M.A.I. or A.S.R.E.C. (or successor professional organizations) and shall have at least ten (10) years experience appraising commercial property in the Greater Boston area. Landlord and Tenant shall share equally the expense of the appraiser. If the parties can not agree on an appraiser within ten (10) days of Tenant's notice, then either party may, with notice to Landlord given no later than February 1the other, 2021 and provided no Event apply to the then governing board of Default A.S.R.E.C. (or any successor organization) for such appointment. "Fair Market Rent" shall have occurred and be continuing computed as of the applicable date of such written noticeat then general market conditions for comparable space used for the Permitted Uses, taking into account and giving effect, in determining comparability, without limitation, to elect such considerations as size, location, age and condition. Neither party shall be deemed under any compulsion to extend rent or lease space. The arbitrator shall not have the term of this Lease for an additional term of one (1) month (i.e. through March 31, 2021) (the “Extension Term”) upon all of the terms, covenants and conditions contained in this Lease, including but not limited to the Base Rent specified in Section 4.1(b) and the net rent basis specified in Section 4.3. Provided, however, if after Tenant’s correct exercise of its right to the Extension Term, Tenant shall fully vacate the Leased Premises before March 31, 2021, and shall have (i) left the Leased Premises in a broom clean condition, (ii) made modify any and all repairs and restorations required under this Lease in connection with the surrender other provision of the Lease Premises, (iii) left all fixtures and equipment owned by Landlord in the Leased Premises in the state and condition required by this Lease, and (iv) shall have given one day’s prior written notice to Landlord of Tenant’s desire to terminate the Extension Term early (collectively, the “Early Surrender Conditions”), then, Tenant shall be entitled to a per diem refund of the Base Rent actually prepaid by Tenant to Landlord for such Extension Term for each day prior to March 31, 2021 that the Early Surrender Conditions were met counting from the day after the Early Surrender Condition were met. Landlord’s determination of the date that the Early Surrender Conditions were met shall be presumptively correct unless in manifest error. Other than the per diem refund of Base Rent as provided above, Tenant shall not be entitled to a rebate or refund of any other rent or other payments Tenant is required to pay pursuant to this Lease during the Extension Periodexcept Fixed Rent.

Extension Term. Tenant shall have is hereby granted the right, upon written notice to Landlord given no later than February 1, 2021 and provided no Event of Default shall have occurred and be continuing as of the date of such written notice, to elect right to extend the term Term for up to one period of this Lease for 24 months each (each an additional term of one (1) month (i.e. through March 31Extension Term pursuant to Paragraph 2.7, 2021) (the “Extension Term”) upon above, on all of the terms, covenants provisions, and conditions contained in of this Lease, including but not limited provided that (i) Tenant must notify Landlord in writing (the "Tenant Election Notice"), at least six months prior to the Base Rent specified in Section 4.1(bInitial Expiration Date or the then applicable Extension Expiration Date (whichever is applicable), of Tenant's election to extend, and (ii) at the time Landlord receives such Tenant Election Notice, and upon the net rent basis specified in Section 4.3. Provided, however, if after Tenant’s correct exercise day immediately preceding the first day of its right to the such Extension Term, Tenant shall fully vacate the Leased Premises before March 31, 2021, and shall have (i) left the Leased Premises not be in a broom clean condition, (ii) made any and all repairs and restorations required default under this Lease nor shall any event have occurred which by the giving of notice or the lapse of time, or both, would constitute a default under this Lease (unless Landlord elects in connection with writing to waive such default, which waiver shall be in Landlord's sole discretion). If the surrender Term is so extended, then on the first day of each such Extension Term, and for the Lease Premises, (iii) left all fixtures and equipment owned by Landlord period until the next increase in the Leased Premises in the state and condition required by Base Monthly Rent pursuant to this Lease, and (iv) shall have given one day’s prior written notice to Landlord of Tenant’s desire to terminate the Extension Term early (collectively, the “Early Surrender Conditions”), then, Tenant Base Monthly Rent shall be entitled increased to an amount equal to the greater of (a) the initial Base Monthly Rent under this Lease multiplied by a per diem refund fraction whose numerator is the latest Index available as of the Base Rent actually prepaid by Tenant to Landlord for day immediately preceding such Extension Term and whose denominator is the latest Index available as of the Commencement Date, (b) the Base Monthly Rent increased in accordance with Paragraph 8 of this Lease entitled "Rent" as if such Initial Expiration Date or Extension Expiration Date is an Adjustment Date, or (c) the then-current fair market rent for the Premises, based upon the prevailing fair market rent for shopping Projects similar in type and size to the Project (the "Fair Market Rent"), as determined by agreement between Landlord and Tenant, or if Landlord and Tenant are unable to agree on the Fair Market Rent within 30 days after Landlord's receipt of the Tenant Election Notice, then the Fair Market Rent shall be determined in accordance with the following appraisal procedure: Within 40 days after Landlord's receipt of the Tenant Election Notice, Landlord and Tenant shall each day prior appoint a qualified M.A.I. real estate appraiser with at least five years full-time commercial real estate appraisal experience in the area in which the Premises are located. If either Landlord or Tenant does not appoint such an appraiser within such period, then the sole appraiser appointed shall determine the Fair Market Rent. Such two appraisers appointed shall meet promptly and attempt to March 31, 2021 that determine the Early Surrender Conditions were met counting from Fair Market Rent. If such two appraisers are unable to agree on the day Fair Market Rent within 30 days after the Early Surrender Condition were metsecond such appraiser was appointed, then such two appraisers shall appoint a third appraiser within ten days after the expiration of such 30-day period. If the two appraisers are unable to agree within such ten-day period on the appointment of a third appraiser, then such two appraisers shall request that such third appraiser be appointed by the American Arbitration Association, or its successor, or if such association is not then in existence and has no successor, then by a similar entity selected by Landlord’s determination of . Such third appraiser must meet the date that qualifications set forth above for the Early Surrender Conditions were met first two appraisers and shall be presumptively correct unless a person who has not previously acted in manifest errorany capacity for either Landlord or Tenant. Other than the per diem refund of Base Rent as provided above, Tenant shall not be entitled to a rebate or refund of any other rent or other payments Tenant is required to pay pursuant to this Lease during the Extension Period.Within 30 days after the

Extension Term. Tenant Provided the Lease shall have the right, upon written notice to Landlord given no later than February 1, 2021 be in full force and provided effect and no Event of Default shall then be continuing, Tenant shall have occurred and be continuing as of the date of such written notice, to elect right to extend the term of this Lease Term for an additional term of one (1) month period of three (i.e. through March 31, 20213) years (the “Extension "Renewal Term”"). The Renewal Term shall commence on the day after the Expiration Date and shall expire on the day prior to the three (3) year anniversary of such commencement, unless the Renewal Term shall sooner end pursuant to any of the terms, covenants or conditions of this Lease or pursuant to any applicable laws, rules or regulations. If Tenant desires to exercise such renewal option, Tenant shall give Landlord written notice of such election no earlier than twelve (12) and no later than six (6) months prior to the scheduled Expiration Date, and upon all the giving of such notice the Lease and the Term shall be extended without execution or delivery of any other or further documents, with the same force and effect as if the Renewal Term had originally been included in the Lease Term and the expiration date of the Lease Term shall thereupon be deemed to be the last day of the Renewal Term. The Premises will be accepted ‘as-is’ by Tenant at the commencement of the Renewal Term, and Landlord shall not be obligated to perform any work or provide any allowance, credit or payment with respect to any Tenant work with respect thereto or to provide any rent abatement in connection with the Renewal Term. All of the terms, covenants and conditions contained of this Lease shall continue in this Leasefull force and effect during the Renewal Term (with Base Rent continuing to escalate by $0.50 per rentable square foot per annum during the Renewal Term), including but not limited except that Base Rent for the first year of the Renewal Term shall be equal to the then annual market rental rate per square foot for comparable premises in the Austin, Texas market multiplied by the square footage of the Premises (provided that in no event shall Base Rent payable for the first year of the Renewal Term be less than the Base Rent specified in Section 4.1(bpayable for the last year of the initial Term, escalated by $0.50 per rentable square foot). Such annual market rental rate shall be determined as follows. Within twenty (20) and the net rent basis specified in Section 4.3. Provided, however, if days after Tenant’s correct exercise of its right option to extend, Landlord will propose to Tenant the market rental rate. Within twenty (20) days thereafter, Tenant will either accept such determination (with no response on Tenant’s part during such period being deemed acceptance) or, if Tenant disagrees with such determination, Tenant will provide in writing to Landlord Tenant’s determination of the market rental rate. If, within twenty (20) days thereafter, the parties are not able to agree on the market rental rate, within twenty (20) days after such failure to agree, Landlord and Tenant shall together appoint a MAI appraiser having at least five (5) years' experience in industrial and warehouse leasing in the vicinity of Austin, Texas. If Landlord and Tenant are not able to agree upon the designation of the appraiser, then the appraiser will be appointed by the American Arbitration Association (or its successor) from its qualified panel of arbitrators, which appraiser shall, to the Extension Termextent practicable, Tenant shall fully vacate have the Leased qualifications set forth above. Within thirty (30) days after his or her appointment, the appraiser will determine the fair market rental value of the Premises before March 31, 2021, applicable to the Renewal Term and shall have (i) left choose whichever of the Leased Premises fair market rental values set forth in a broom clean conditionLandlord's initial proposal or Tenant’s response is closer to such determination, (ii) made any which shall, for all purposes hereunder, be deemed the fair market rental rate. The determination of the appraiser shall be binding, final and all repairs conclusive on the parties. The fees and restorations required under this Lease expenses of the appraiser and the costs incurred in connection with the surrender appointment of the Lease Premises, (iii) left all fixtures and equipment owned appraiser will be shared equally by Landlord in the Leased Premises in the state and condition required by this Lease, and (iv) shall have given one day’s prior written notice to Landlord of Tenant’s desire to terminate the Extension Term early (collectively, the “Early Surrender Conditions”), then, Tenant shall be entitled to a per diem refund of the Base Rent actually prepaid by Tenant to Landlord for such Extension Term for each day prior to March 31, 2021 that the Early Surrender Conditions were met counting from the day after the Early Surrender Condition were met. Landlord’s determination of the date that the Early Surrender Conditions were met shall be presumptively correct unless in manifest error. Other than the per diem refund of Base Rent as provided above, Tenant shall not be entitled to a rebate or refund of any other rent or other payments Tenant is required to pay pursuant to this Lease during the Extension Period.

Extension Term. Provided (i) that the Lease shall be in full force and effect; (ii) that, except for a “Corporate Transfer” (as defined below), Tenant shall have not assigned the Lease or sublet more than thirty percent (30%) of the rentable area of the Demised Premises; and (iii) that Tenant is not in default under this Lease beyond the expiration of any applicable notice and cure period, then, and only in such event, Tenant shall have the right, upon written notice to Landlord given no later than February 1at Tenant’s sole option, 2021 and provided no Event of Default shall have occurred and be continuing as of the date of such written notice, to elect to extend the term of this the Lease for an additional term of one (1) month additional period of five (i.e. through March 31, 20215) years (the “Extension Term”). Such extension option shall be exercisable by Tenant giving written notice of the exercise of such extension option to Landlord no later than three hundred sixty five (365) days prior to the expiration of the Lease Term and not earlier than four hundred fifty five (455) days prior to the expiration of the Lease Term; provided, however, in the event Tenant fails to exercise such option to extend during the aforesaid time period, such extension option shall become null and void and all rights with respect thereto shall automatically terminate and expire. The Extension Term shall be upon all of the terms, covenants and conditions contained in this Lease, including but not limited as set forth herein with respect to the Lease Term, except that Base Annual Rent specified shall be adjusted for the Extension Term to the fair market rental for renewal leases in Section 4.1(b) laboratory buildings in the North Rockville submarket after factoring in all prevailing fair market concessions, and the net then existing build out of the Demised Premises. In the event that the parties do not, within sixty (60) days after the date that Tenant exercises its extension option, agree upon the fair market rent basis specified in Section 4.3. Provided, however, if after Tenant’s correct exercise of its right to for the Extension Term, Tenant shall fully vacate the Leased Demised Premises before March 31, 2021, and shall have (i) left the Leased Premises in a broom clean condition, (ii) made any and all repairs and restorations required under this Lease in connection with the surrender enter into an amendment of the Lease Premises, (iii) left all fixtures and equipment owned by Landlord in setting forth the Leased Premises in the state and condition required by this Lease, and (iv) shall have given one day’s prior written notice to Landlord of Tenant’s desire to terminate Base Annual Rent payable during the Extension Term early (collectivelyand prevailing fair market concessions, then the “Early Surrender Conditions”), then, Tenant Base Annual Rent and prevailing fair market concessions shall be entitled to a per diem refund of the Base Rent actually prepaid by Tenant to Landlord for such Extension Term for each day prior to March 31, 2021 that the Early Surrender Conditions were met counting from the day after the Early Surrender Condition were met. Landlord’s determination of the date that the Early Surrender Conditions were met shall be presumptively correct unless determined in manifest error. Other than the per diem refund of Base Rent as provided above, Tenant shall not be entitled to a rebate or refund of any other rent or other payments Tenant is required to pay pursuant to this Lease during the Extension Periodaccordance with Section 3(f) below.