Common use of Extension Terms Clause in Contracts

Extension Terms. Sublessee shall have two (2) successive options (each, an “Extension Option”) to extend the Term for periods of five (5) years each (each, an “Extension Term”), the first of which Extension Term shall commence on the termination date of the Base Term, and the second of which shall commence on the day immediately following the expiration of the first Extension Term, said Extended Terms to be on the same terms and conditions as the Lease except that (i) the Lease shall contain no further options to extend after the expiration of the second Extension Term, and (ii) the Fixed Rental Rate applicable to each Extension Term shall be computed as set forth below and not be subject to annual adjustment as provided in the reference data. Sublessee shall provide written notice (“Sublessee’s Extension Notice”) to Sublessor of its determination to exercise each such Extension Option no later than twelve (12) months prior to the expiration of the then current Term (“Notice Date”). The Fixed Rental Rate for each Extension Term shall be 90% of the fair market rental rate (the “Extension Rental Rate”) for the Leased Premises, which is defined as the then prevailing fair market net rental rate for office and warehouse space at comparable property in the Portsmouth and Dover, NH markets assuming no adjustment thereto during the applicable Extension Term and no free rent period or tenant improvement allowances, excluding the value of any Alterations or other improvements made to the Premises that were paid for by Sublessee and taking into consideration factors such as (i) the percentage of the Building occupied by Sublessee, (ii) Sublessee’s obligation to pay Expenses as provided herein, and (iii) any other relevant factors either Sublessee or Sublessor wishes to bring to the attention of the other or to a real estate professional called upon to assist in the determination of the fair market rental rate. The Extension Rental Rate shall be determined as follows: in the event Sublessee timely exercises an Extension Option in accordance herewith, within ten (10) business days after Sublessor receives Sublessee’s Extension Notice, Sublessor shall notify Sublessee in writing of Sublessor’s good faith determination of the fair market rental rate (“Sublessor’s Extension Term Rental Notice”), which notice shall set forth in reasonable detail Sublessor’s determination of such fair market rental rate and shall provide separately, if Sublessor wishes, rent concessions and/or tenant improvement allowances that Sublessor may wish to offer, and the amount by which Sublessor’s estimate of the fair market rental rate would increase as a result of the granting of such concessions (the “Concession Rate Amount”) and shall set forth Sublessor’s determination of the expiration date of the Negotiation Period. Sublessee shall have ten (10) business days from the date of Sublessor’s Extension Term Rental Notice to either accept or dispute Sublessor’s determination of the fair market rental rate. In the event that Sublessee disputes Sublessor’s determination of the fair market rental rate, Sublessee shall so notify Sublessor and advise Sublessor of Sublessee’s determination of the fair market rental rate (which notice shall set forth in reasonable detail Sublessee’s determination of the fair market rental rate as well as concessions and improvement allowances it may be seeking, including an alternate Concession Rate Amount). If Sublessor and Sublessee cannot agree upon the Extension Rental Rate within sixty (60) days of the date of Sublessor’s Extension Term Rental Notice (the “Negotiation Period”), Sublessee, at Sublessee’s option, shall give Sublessor, within three (3) business days of the expiration of the Negotiation Period, one of the following written notices: (a) a written notice revoking Sublessee’s exercise of such Extension Option, or (b) a written notice stating that Sublessee wishes to submit the matter to arbitration as set forth below. If Sublessee does not provide either notice, the exercise of such Extension Option shall be deemed revoked. If option (b) is chosen, Sublessor and Sublessee shall simultaneously exchange, on the fifth (5th) business day following the expiration of the Negotiation Period, statements setting forth each such party’s final determination of the fair market rental rate (each, a “Statement of Rental Rate”), including any Concession Rate Amount (separately stated), together with such backup information as to such party’s determination of the fair market rental rate and/or any Concession Rate Amount as such party wishes to include (and, in the case of Sublessor, the fair market rental rate in such Statement of Rental Rate shall not be greater than that set forth in Sublessor’s Extension Term Rental Notice and, in the case of Sublessee, the fair market rental rate in such Statement of Rental Rate shall not be less than that set forth in Sublessee’s initial determination of the fair market rental rate provided in response to Sublessor’s Extension Term Rental Notice). If the higher of the two (2) determinations of the fair market rental rate is equal to or less than 110% of the lesser determination, then the Extension Rental Rate shall be the average of the two determinations. Otherwise, Sublessor and Sublessee shall mutually select a real estate professional with at least ten (10) years’ continuous experience in the business of appraising or marketing multi-tenant mix-use commercial office, warehouse and industrial buildings in the greater Portsmouth area (the “Valuation Expert”) to resolve the dispute as to the Extension Rental Rate. If Sublessor and Sublessee cannot agree upon the designation of the Valuation Expert within ten (10) business days of the exchange of the Statements of Rental Rate, the parties shall apply to the New Hampshire Chapter of the Appraisal Institute (the “NHAI”) for appointment of a qualified Valuation Expert as follows: (i) the NHAI shall provide Sublessor and Sublessee with a list of five qualified Valuation Experts; (ii) within five (5) business days after such list is produced, each of Sublessor and Sublessee shall notify NHAI and the other party of those proposed experts that are acceptable (and, if desired, ranking the same), each being entitled to strike up to two candidates; (iii) if one party fails to send back its selections, then NHAI shall appoint the number one ranked expert proposed by the other party; if both parties fail to send back their selections, NHAI shall appoint a Valuation Expert in its discretion; and if both parties timely return their selections, then the Valuation Expert will be proposed expert that is the highest ranked (on a combined basis) by the parties as determined by NHAI. The Valuation Expert appointed by NHAI shall be final and binding upon Sublessor and Sublessee. Within five (5) business days of the selection of the Valuation Expert, Sublessor and Sublessee 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 fifteen (15) business 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 fair market rental rate for the Leased Premises and the fair market rental rate set forth in that submission shall be the Extension Rental Rate for such Extension Term. The Valuation Expert shall give notice of his or her determination to Sublessor and Sublessee, and such decision shall be final and conclusively binding upon Sublessor and Sublessee. In addition, Sublessee shall be entitled to elect to take advantage of the concessions last offered by Sublessor and include the Concession Rate Amount in the Extension Rental Rate by notice to Sublessor given within thirty (30) days of the final determination by the Valuation Expert. Each party shall pay the fees and expenses of any 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 of the fair market rental rate was determined by the Valuation Expert not to most accurately and closely reflect the fair market rental rate of the Leased Premises shall pay the fees and expenses of the Valuation Expert. Sublessor and Sublessee shall execute an amendment to this Lease within thirty (30) days after the determination of the Extension Rental Rate (in accordance with the procedure set forth above) for the applicable Extension Term, which amendment shall set forth the Extension Term, the Extension Rental Rate, and all other terms and conditions for such Extension Term; provided, however, any failure to execute such amendment shall not affect such Extension Term or any terms or conditions for Sublessee’s leasing of the Premises for the applicable Extension Term.

Extension Terms. Sublessee Provided that no Event of Default shall have two occurred and be continuing, this Lease shall automatically extend for four (24) successive options (each, an “Extension Option”) to extend the Term for periods consecutive extension terms of five (5) years each (each, each being an “Extension Term”) (the latter of which Extension Term is subject to the renewal of the Cypress Permit in accordance with its terms), unless Tenant elects, by providing Notice to Landlord not sooner than thirty (30) months and no later than twenty-four (24) months prior to the first scheduled expiration of which the Fixed Term or the current Extension Term, as applicable, to not extend and to terminate this Lease and the Personal Property Lease upon the expiration of the then fixed Term or the current Extension Term as the case may be. In any event this Lease shall terminate upon expiration of the initial term of the Cypress Permit if such term of the Cypress Permit is not renewed or extended. Notwithstanding the foregoing, in the event that Skylift elects not to extend and to terminate the Skylift Lease with respect to any extension term of the Skylift Lease, or if the Skylift Lease is terminated for any other reason, then at Landlord’s option the Tenant shall immediately lose the right to any additional Extension Terms under this Lease. Any such Notice of non-extension and termination shall, if given, be irrevocable, but Tenant’s failure to give any such notice of non-extension and termination shall not preclude Landlord from exercising any of its rights to terminate this Lease in accordance with the terms hereof but subject to the provisions of the Buyback Option. Each Extension Term shall commence on the termination date of the Base Term, and the second of which shall commence on the day immediately following succeeding the expiration of the first Fixed Term or the preceding Extension Term, said Extended Terms to be on the same terms and conditions as the Lease except that (i) case may be. All of the terms, covenants and provisions of this Lease shall contain apply to each such Extension Term providing Tenant shall have no further options right to extend after the Term beyond the expiration of the second Extension Term, fourth and (ii) the Fixed Rental Rate applicable to each Extension Term shall be computed as set forth below and not be subject to annual adjustment as provided in the reference data. Sublessee shall provide written notice (“Sublessee’s Extension Notice”) to Sublessor of its determination to exercise each such Extension Option no later than twelve (12) months prior to the expiration of the then current Term (“Notice Date”). The Fixed Rental Rate for each Extension Term shall be 90% of the fair market rental rate (the “Extension Rental Rate”) for the Leased Premises, which is defined as the then prevailing fair market net rental rate for office and warehouse space at comparable property in the Portsmouth and Dover, NH markets assuming no adjustment thereto during the applicable Extension Term and no free rent period or tenant improvement allowances, excluding the value of any Alterations or other improvements made to the Premises that were paid for by Sublessee and taking into consideration factors such as (i) the percentage of the Building occupied by Sublessee, (ii) Sublessee’s obligation to pay Expenses as provided herein, and (iii) any other relevant factors either Sublessee or Sublessor wishes to bring to the attention of the other or to a real estate professional called upon to assist in the determination of the fair market rental rate. The Extension Rental Rate shall be determined as follows: in the event Sublessee timely exercises an Extension Option in accordance herewith, within ten (10) business days after Sublessor receives Sublessee’s Extension Notice, Sublessor shall notify Sublessee in writing of Sublessor’s good faith determination of the fair market rental rate (“Sublessor’s Extension Term Rental Notice”), which notice shall set forth in reasonable detail Sublessor’s determination of such fair market rental rate and shall provide separately, if Sublessor wishes, rent concessions and/or tenant improvement allowances that Sublessor may wish to offer, and the amount by which Sublessor’s estimate of the fair market rental rate would increase as a result of the granting of such concessions (the “Concession Rate Amount”) and shall set forth Sublessor’s determination of the expiration date of the Negotiation Period. Sublessee shall have ten (10) business days from the date of Sublessor’s Extension Term Rental Notice to either accept or dispute Sublessor’s determination of the fair market rental rate. In the event that Sublessee disputes Sublessor’s determination of the fair market rental rate, Sublessee shall so notify Sublessor and advise Sublessor of Sublessee’s determination of the fair market rental rate (which notice shall set forth in reasonable detail Sublessee’s determination of the fair market rental rate as well as concessions and improvement allowances it may be seeking, including an alternate Concession Rate Amount). If Sublessor and Sublessee cannot agree upon the Extension Rental Rate within sixty (60) days of the date of Sublessor’s Extension Term Rental Notice (the “Negotiation Period”), Sublessee, at Sublessee’s option, shall give Sublessor, within three (3) business days of the expiration of the Negotiation Period, one of the following written notices: (a) a written notice revoking Sublessee’s exercise of such Extension Option, or (b) a written notice stating that Sublessee wishes to submit the matter to arbitration as set forth below. If Sublessee does not provide either notice, the exercise of such Extension Option shall be deemed revoked. If option (b) is chosen, Sublessor and Sublessee shall simultaneously exchange, on the fifth (5th) business day following the expiration of the Negotiation Period, statements setting forth each such party’s final determination of the fair market rental rate (each, a “Statement of Rental Rate”), including any Concession Rate Amount (separately stated), together with such backup information as to such party’s determination of the fair market rental rate and/or any Concession Rate Amount as such party wishes to include (and, in the case of Sublessor, the fair market rental rate in such Statement of Rental Rate shall not be greater than that set forth in Sublessor’s Extension Term Rental Notice and, in the case of Sublessee, the fair market rental rate in such Statement of Rental Rate shall not be less than that set forth in Sublessee’s initial determination of the fair market rental rate provided in response to Sublessor’s Extension Term Rental Notice). If the higher of the two (2) determinations of the fair market rental rate is equal to or less than 110% of the lesser determination, then the Extension Rental Rate shall be the average of the two determinations. Otherwise, Sublessor and Sublessee shall mutually select a real estate professional with at least ten (10) years’ continuous experience in the business of appraising or marketing multi-tenant mix-use commercial office, warehouse and industrial buildings in the greater Portsmouth area (the “Valuation Expert”) to resolve the dispute as to the Extension Rental Rate. If Sublessor and Sublessee cannot agree upon the designation of the Valuation Expert within ten (10) business days of the exchange of the Statements of Rental Rate, the parties shall apply to the New Hampshire Chapter of the Appraisal Institute (the “NHAI”) for appointment of a qualified Valuation Expert as follows: (i) the NHAI shall provide Sublessor and Sublessee with a list of five qualified Valuation Experts; (ii) within five (5) business days after such list is produced, each of Sublessor and Sublessee shall notify NHAI and the other party of those proposed experts that are acceptable (and, if desired, ranking the same), each being entitled to strike up to two candidates; (iii) if one party fails to send back its selections, then NHAI shall appoint the number one ranked expert proposed by the other party; if both parties fail to send back their selections, NHAI shall appoint a Valuation Expert in its discretion; and if both parties timely return their selections, then the Valuation Expert will be proposed expert that is the highest ranked (on a combined basis) by the parties as determined by NHAI. The Valuation Expert appointed by NHAI shall be final and binding upon Sublessor and Sublessee. Within five (5) business days of the selection of the Valuation Expert, Sublessor and Sublessee 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 fifteen (15) business 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 fair market rental rate for the Leased Premises and the fair market rental rate set forth in that submission shall be the Extension Rental Rate for such Extension Term. The Valuation Expert shall give notice of his or her determination to Sublessor and Sublessee, and such decision shall be final and conclusively binding upon Sublessor and Sublessee. In addition, Sublessee shall be entitled to elect to take advantage of the concessions last offered by Sublessor and include the Concession Rate Amount in the Extension Rental Rate by notice to Sublessor given within thirty (30) days of the final determination by the Valuation Expert. Each party shall pay the fees and expenses of any 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 of the fair market rental rate was determined by the Valuation Expert not to most accurately and closely reflect the fair market rental rate of the Leased Premises shall pay the fees and expenses of the Valuation Expert. Sublessor and Sublessee shall execute an amendment to this Lease within thirty (30) days after the determination of the Extension Rental Rate (in accordance with the procedure set forth above) for the applicable Extension Term, which amendment shall set forth the Extension Term, the Extension Rental Rate, and all other terms and conditions for such Extension Term; provided, however, any failure to execute such amendment shall not affect such Extension Term or any terms or conditions for Sublessee’s leasing of the Premises for the applicable Extension Term.

Extension Terms. Sublessee shall have two (a) Provided (i) that subleases for more than fifty percent (50%) of the Premises are not then in effect (excluding any Permitted Transfers) (the “Occupancy Condition”); (ii) Tenant has not been in default of its obligations for an aggregate of thirty (30) days or more prior to the date of the Extension Notice, and (iii) no Event of Default is then continuing (1) as of the date of the Extension Notice (hereinafter defined), and (2) successive options at the commencement of the applicable Extension Term (eachhereinafter defined), an “Extension Option”) Tenant shall have the option to extend the Term for periods two (2) additional terms of five (5) years each (each, an “Extension Term”), the first commencing as of which Extension Term shall commence on the termination date of the Base Term, and the second of which shall commence on the day immediately following the expiration of the first Initial Term, or the prior Extension Term, said Extended Terms to be on the same terms and conditions as the Lease except that (i) the Lease shall contain no further options case may be. Tenant must exercise such option to extend after the expiration of the second Extension Term, and (ii) the Fixed Rental Rate applicable to each Extension Term shall be computed as set forth below and not be subject to annual adjustment as provided in the reference data. Sublessee shall provide by giving Landlord written notice (the “Sublessee’s Extension Notice”) to Sublessor of its determination to exercise each such on or before the date (the “Extension Option no later than Deadline”) that is twelve (12) months prior to the expiration of the then then-current term of this Lease, time being of the essence. Upon the timely giving of such notice, the Term (“Notice Date”). The Fixed Rental Rate for shall be deemed extended upon all of the terms and conditions of this Lease, except that Base Rent during each Extension Term shall be 90% calculated in accordance with this Section 1.2, Landlord shall have no obligation to construct or renovate the Premises pursuant to Section 3, and Tenant shall have one (1) fewer option to extend the Term. If Tenant fails to give timely notice, as aforesaid, Tenant shall have no further right to extend the Term. Notwithstanding the fact that Tenant’s proper and timely exercise of such option to extend the Term shall be self-executing, the parties shall promptly execute a lease amendment reflecting such Extension Term after Tenant exercises such option. The execution of such lease amendment shall not be deemed to waive any of the conditions to Tenant’s exercise of its rights under this Section 1.2. (b) The Base Rent during each Extension Term (the “Extension Term Base Rent”) shall be determined in accordance with the process described hereafter. Extension Term Base Rent shall be the fair market rental rate (value of the “Extension Rental Rate”) for Premises then demised to Tenant as of the Leased Premises, which is defined as the then prevailing fair market net rental rate for office and warehouse space at comparable property in the Portsmouth and Dover, NH markets assuming no adjustment thereto during commencement of the applicable Extension Term as determined in accordance with the process described below, for renewals of combination laboratory and no free rent period or tenant improvement allowancesoffice space in the Town of Lexington, excluding Massachusetts, of equivalent quality, size, utility and location, with the value length of the Extension Term, the credit standing of Tenant and all other relevant factors to be taken into account, provided, however, any Alterations or other improvements made to the Premises that were paid for by Sublessee and taking into consideration factors such as (i) the percentage of the Building occupied by Sublessee, (ii) Sublessee’s obligation to pay Expenses as provided herein, and (iii) any other relevant factors either Sublessee or Sublessor wishes to bring to the attention of the other or to a real estate professional called upon to assist in the determination of the fair market rental rate. The Extension Rental Rate shall be determined as follows: in the event Sublessee timely exercises an Extension Option in accordance herewith, within ten (10) business days after Sublessor receives Sublessee’s Extension Notice, Sublessor shall notify Sublessee in writing of Sublessor’s good faith determination of the fair market rental rate (“Sublessor’s Extension Term Rental Notice”), which notice shall set forth in reasonable detail Sublessor’s determination of such fair market rental rate and shall provide separately, if Sublessor wishes, rent concessions and/or tenant improvement allowances that Sublessor may wish to offer, and the amount by which Sublessor’s estimate of the fair market rental rate would increase as a result of the granting of such concessions (the “Concession Rate Amount”) and shall set forth Sublessor’s determination of the expiration date of the Negotiation Period. Sublessee shall have ten (10) business days from the date of Sublessor’s Extension Term Rental Notice to either accept or dispute Sublessor’s determination of the fair market rental rate. In the event that Sublessee disputes Sublessor’s determination of the fair market rental rate, Sublessee shall so notify Sublessor and advise Sublessor of Sublessee’s determination of the fair market rental rate (which notice shall set forth in reasonable detail Sublessee’s determination of the fair market rental rate as well as concessions and improvement allowances it may be seeking, including an alternate Concession Rate Amount). If Sublessor and Sublessee cannot agree upon the Extension Rental Rate within sixty (60) days of the date of Sublessor’s Extension Term Rental Notice (the “Negotiation Period”), Sublessee, at Sublessee’s option, shall give Sublessor, within three (3) business days of the expiration of the Negotiation Period, one of the following written notices: (a) a written notice revoking Sublessee’s exercise of such Extension Option, or (b) a written notice stating that Sublessee wishes to submit the matter to arbitration as set forth below. If Sublessee does not provide either notice, the exercise of such Extension Option shall be deemed revoked. If option (b) is chosen, Sublessor and Sublessee shall simultaneously exchange, on the fifth (5th) business day following the expiration of the Negotiation Period, statements setting forth each such party’s final determination of the fair market rental rate (each, a “Statement of Rental Rate”), including any Concession Rate Amount (separately stated), together with such backup information as to such party’s determination of the fair market rental rate and/or any Concession Rate Amount as such party wishes to include (and, in the case of Sublessor, the fair market rental rate in such Statement of Rental Rate Tenant shall not be greater than that set forth in Sublessor’s Extension Term Rental Notice and, in the case of Sublessee, the fair market rental rate in such Statement of Rental Rate shall not be less than that set forth in Sublessee’s initial determination of the fair market rental rate provided in response to Sublessor’s Extension Term Rental Notice). If the higher of the two (2) determinations of the fair market rental rate is equal to or less than 110% of the lesser determination, then the Extension Rental Rate shall be the average of the two determinations. Otherwise, Sublessor and Sublessee shall mutually select a real estate professional with at least ten (10) years’ continuous experience in the business of appraising or marketing multi-tenant mix-use commercial office, warehouse and industrial buildings in the greater Portsmouth area (the “Valuation Expert”) to resolve the dispute as to the Extension Rental Rate. If Sublessor and Sublessee cannot agree upon the designation of the Valuation Expert within ten (10) business days of the exchange of the Statements of Rental Rate, the parties shall apply to the New Hampshire Chapter of the Appraisal Institute (the “NHAI”) for appointment of a qualified Valuation Expert as follows: (i) the NHAI shall provide Sublessor and Sublessee with a list of five qualified Valuation Experts; (ii) within five (5) business days after such list is produced, each of Sublessor and Sublessee shall notify NHAI and the other party of those proposed experts that are acceptable (and, if desired, ranking the same), each being entitled to strike up to two candidates; (iii) if one party fails to send back its selections, then NHAI shall appoint the number one ranked expert proposed by the other party; if both parties fail to send back their selections, NHAI shall appoint a Valuation Expert in its discretion; and if both parties timely return their selections, then the Valuation Expert will be proposed expert that is the highest ranked (on a combined basis) by the parties as determined by NHAI. The Valuation Expert appointed by NHAI shall be final and binding upon Sublessor and Sublesseetaken into account. Within five (5) business days of the selection of the Valuation Expert, Sublessor and Sublessee 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 fifteen (15) business 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 fair market rental rate for the Leased Premises and the fair market rental rate set forth in that submission shall be the Extension Rental Rate for such Extension Term. The Valuation Expert shall give notice of his or her determination to Sublessor and Sublessee, and such decision shall be final and conclusively binding upon Sublessor and Sublessee. In addition, Sublessee shall be entitled to elect to take advantage of the concessions last offered by Sublessor and include the Concession Rate Amount in the Extension Rental Rate by notice to Sublessor given within thirty (30) days of the final determination by the Valuation Expert. Each party shall pay the fees and expenses of any 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 of the fair market rental rate was determined by the Valuation Expert not to most accurately and closely reflect the fair market rental rate of the Leased Premises shall pay the fees and expenses of the Valuation Expert. Sublessor and Sublessee shall execute an amendment to this Lease within thirty (30) days after receipt of the Extension Notice or in any event within 30 days following any request from Tenant, Landlord shall deliver to Tenant written notice of its reasonable, good faith determination of the Extension Rental Rate (in accordance with the procedure set forth above) Term Base Rent for the applicable Extension Term, which amendment shall set forth the Extension Term, the Extension Rental Rate, and all other terms and conditions for such Extension Term; provided, however, any failure to execute such amendment shall not affect such Extension Term or any terms or conditions for Sublessee’s leasing of the Premises for the applicable Extension Term.Extension

Extension Terms. Sublessee shall have two (a) Provided (i) Tenant is not subleasing more than forty percent (40%) of the Premises, and (ii) there is no Event of Default nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default under this Lease (1) as of the date of the Extension Notice (hereinafter defined), and (2) successive options at the commencement of the Extension Term (eachhereinafter defined) (it being understood and agreed that if Tenant cures all defaults prior to the expiration of applicable grace period(s), Tenant shall be entitled to deliver an “Extension Option”Notice in accordance with this Section 1.2 within five (5) business days after effectuating such cure), Tenant shall have the option to extend the Term for periods of five a term (5) years each (each, an the “Extension Term”), the first commencing as of which Extension Term shall commence on the termination date of the Base Term, and the second of which shall commence on the day immediately following the expiration of the first Extension TermInitial Term and expiring on September 30, said Extended Terms to be on the same terms and conditions as the Lease except that (i) the Lease shall contain no further options 2018. Tenant must exercise such option to extend after the expiration of the second Extension Term, and (ii) the Fixed Rental Rate applicable to each Extension Term shall be computed as set forth below and not be subject to annual adjustment as provided in the reference data. Sublessee shall provide by giving Landlord written notice (the “Sublessee’s Extension Notice”) to Sublessor of its determination to exercise each such Extension Option no later than twelve on or before the date that is nine (129) months prior to the expiration of the then current Initial Term of this Lease, time being of the essence. Upon the timely giving of such notice, the Term shall, subject to the conditions of this Section 1.2(a), be deemed automatically extended upon all of the terms and conditions of this Lease, except that Base Rent during the Extension Term (the “Notice DateExtension Term Base Rent”)) shall be calculated in accordance with this Section 1.2, Landlord shall have no obligation to construct or renovate the Premises in connection with the Extension Term and Tenant shall have no further right to extend the Term. The Fixed Rental Rate for each Extension If Tenant fails to give timely notice, as aforesaid, Tenant shall have no further right to extend the Term. Notwithstanding the fact that Tenant’s proper and timely exercise of such option to extend the Term shall be 90% self-executing, the parties shall, promptly after the Extension Term Base Rent has been determined, execute a lease amendment reflecting such Extension Term and Extension Term Base Rent, but (I) such lease amendment shall not be deemed to waive any of the conditions to Tenant’s exercise of its rights under this Section 1.2, and (II) the failure to execute such lease amendment shall not affect any otherwise valid Extension Notice. (b) The Extension Term Base Rent shall be determined in accordance with the process described hereafter. Extension Term Base Rent shall be the greater of (i) Base Rent for the last Rent Year of the Initial Term, or (ii) the fair market rental rate (the “Extension Rental Rate”) for the Leased Premises, which is defined as the then prevailing fair market net rental rate for office and warehouse space at comparable property in the Portsmouth and Dover, NH markets assuming no adjustment thereto during the applicable Extension Term and no free rent period or tenant improvement allowances, excluding the value of any Alterations or other improvements made to the Premises that were paid for by Sublessee and taking into consideration factors such then demised to Tenant as (i) the percentage of the Building occupied by Sublessee, (ii) Sublessee’s obligation to pay Expenses as provided herein, and (iii) any other relevant factors either Sublessee or Sublessor wishes to bring to the attention of the other or to a real estate professional called upon to assist in the determination of the fair market rental rate. The Extension Rental Rate shall be determined as follows: in the event Sublessee timely exercises an Extension Option in accordance herewith, within ten (10) business days after Sublessor receives Sublessee’s Extension Notice, Sublessor shall notify Sublessee in writing of Sublessor’s good faith determination of the fair market rental rate (“Sublessor’s Extension Term Rental Notice”), which notice shall set forth in reasonable detail Sublessor’s determination of such fair market rental rate and shall provide separately, if Sublessor wishes, rent concessions and/or tenant improvement allowances that Sublessor may wish to offer, and the amount by which Sublessor’s estimate of the fair market rental rate would increase as a result of the granting of such concessions (the “Concession Rate Amount”) and shall set forth Sublessor’s determination of the expiration date of the Negotiation Period. Sublessee shall have ten (10) business days from the date of Sublessor’s Extension Term Rental Notice to either accept or dispute Sublessor’s determination of the fair market rental rate. In the event that Sublessee disputes Sublessor’s determination of the fair market rental rate, Sublessee shall so notify Sublessor and advise Sublessor of Sublessee’s determination of the fair market rental rate (which notice shall set forth in reasonable detail Sublessee’s determination of the fair market rental rate as well as concessions and improvement allowances it may be seeking, including an alternate Concession Rate Amount). If Sublessor and Sublessee cannot agree upon the Extension Rental Rate within sixty (60) days of the date of Sublessor’s Extension Term Rental Notice (the “Negotiation Period”), Sublessee, at Sublessee’s option, shall give Sublessor, within three (3) business days of the expiration of the Negotiation Period, one of the following written notices: (a) a written notice revoking Sublessee’s exercise of such Extension Option, or (b) a written notice stating that Sublessee wishes to submit the matter to arbitration as set forth below. If Sublessee does not provide either notice, the exercise of such Extension Option shall be deemed revoked. If option (b) is chosen, Sublessor and Sublessee shall simultaneously exchange, on the fifth (5th) business day following the expiration of the Negotiation Period, statements setting forth each such party’s final determination of the fair market rental rate (each, a “Statement of Rental Rate”), including any Concession Rate Amount (separately stated), together with such backup information as to such party’s determination of the fair market rental rate and/or any Concession Rate Amount as such party wishes to include (and, in the case of Sublessor, the fair market rental rate in such Statement of Rental Rate shall not be greater than that set forth in Sublessor’s Extension Term Rental Notice and, in the case of Sublessee, the fair market rental rate in such Statement of Rental Rate shall not be less than that set forth in Sublessee’s initial determination of the fair market rental rate provided in response to Sublessor’s Extension Term Rental Notice). If the higher of the two (2) determinations of the fair market rental rate is equal to or less than 110% of the lesser determination, then the Extension Rental Rate shall be the average of the two determinations. Otherwise, Sublessor and Sublessee shall mutually select a real estate professional with at least ten (10) years’ continuous experience in the business of appraising or marketing multi-tenant mix-use commercial office, warehouse and industrial buildings in the greater Portsmouth area (the “Valuation Expert”) to resolve the dispute as to the Extension Rental Rate. If Sublessor and Sublessee cannot agree upon the designation of the Valuation Expert within ten (10) business days of the exchange of the Statements of Rental Rate, the parties shall apply to the New Hampshire Chapter of the Appraisal Institute (the “NHAI”) for appointment of a qualified Valuation Expert as follows: (i) the NHAI shall provide Sublessor and Sublessee with a list of five qualified Valuation Experts; (ii) within five (5) business days after such list is produced, each of Sublessor and Sublessee shall notify NHAI and the other party of those proposed experts that are acceptable (and, if desired, ranking the same), each being entitled to strike up to two candidates; (iii) if one party fails to send back its selections, then NHAI shall appoint the number one ranked expert proposed by the other party; if both parties fail to send back their selections, NHAI shall appoint a Valuation Expert in its discretion; and if both parties timely return their selections, then the Valuation Expert will be proposed expert that is the highest ranked (on a combined basis) by the parties as determined by NHAI. The Valuation Expert appointed by NHAI shall be final and binding upon Sublessor and Sublessee. Within five (5) business days of the selection of the Valuation Expert, Sublessor and Sublessee 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 fifteen (15) business 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 fair market rental rate for the Leased Premises and the fair market rental rate set forth in that submission shall be the Extension Rental Rate for such Extension Term. The Valuation Expert shall give notice of his or her determination to Sublessor and Sublessee, and such decision shall be final and conclusively binding upon Sublessor and Sublessee. In addition, Sublessee shall be entitled to elect to take advantage of the concessions last offered by Sublessor and include the Concession Rate Amount in the Extension Rental Rate by notice to Sublessor given within thirty (30) days of the final determination by the Valuation Expert. Each party shall pay the fees and expenses of any 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 of the fair market rental rate was determined by the Valuation Expert not to most accurately and closely reflect the fair market rental rate of the Leased Premises shall pay the fees and expenses of the Valuation Expert. Sublessor and Sublessee shall execute an amendment to this Lease within thirty (30) days after the determination commencement of the Extension Rental Rate (Term as determined in accordance with the procedure set forth above) process described below. “Fair market rental value” shall mean the Base Rent that would be payable for the applicable Extension TermPremises in the condition in which they are required to be maintained hereunder, which amendment shall set forth on an arm’s length basis between unrelated third parties upon and subject to the other terms and provisions of this Lease (including the fact that Taxes and Operating Costs are paid separately by Tenant hereunder), taking into account all relevant factors, including without limitation, that no leasehold improvements work or allowance is to be provided by Landlord (unless Landlord, in its sole discretion, elects to offer the same at Tenant’s request), whether or not a brokerage commission is payable by Landlord in respect of the Extension Term, and the Extension Rental Rate, and all other terms and conditions rents then being agreed to for such Extension Term; provided, however, any failure to execute such amendment shall not affect such Extension Term or any terms or conditions for Sublessee’s leasing leases of similar space in the Premises for the applicable Extension Term.East Cambridge area (including without limitation

Extension Terms. Sublessee shall have Landlord does hereby grant to Tenant the rights and options (hereinafter collectively referred to as the "Extension Options" or individually referred to as an "Extension Option") to unilaterally extend the term of this Lease for two (2) successive options (each, an “Extension Option”) to extend the Term for consecutive periods of five twenty (520) years each (each, hereinafter collectively referred to as the "Extension Terms" or individually referred to as an “"Extension Term”), the first of which Extension Term shall commence on the termination date of the Base Term, and the second of which shall commence on the day immediately following ") commencing upon the expiration of the first Extension preceding term, upon all of the same covenants, agreements, terms, conditions, provisions, restrictions and limitations as set forth in this Lease for the initial Lease Term, said Extended Terms to be on the same terms and conditions as the Lease except that (i) the Lease Tenant shall contain have no further options right to extend after the expiration term of this Lease beyond the second (2nd) twenty (20) year Extension Term, and (ii) the Fixed Rental Rate applicable to Annual Rent (as hereinafter defined) due during each Extension Term shall be computed as set forth below and not be subject to annual adjustment adjusted as provided in Section 3(a) below. Tenant or any subtenant, assignee or leasehold mortgagee of Tenant may exercise each of the reference data. Sublessee shall provide Extension Options, together or successively, by giving Landlord written notice of exercise at any time, and from time to time, on or before the date one (“Sublessee’s Extension Notice”1) to Sublessor of its determination to exercise each such Extension Option no later than twelve (12) months year prior to the expiration of the initial Lease Term of this Lease or the then current Term (“Notice Date”)Extension Term, as applicable. The Fixed Rental Rate for each Extension Term shall be 90% of the fair market rental rate (the “Extension Rental Rate”) for the Leased Premises, which is defined as the then prevailing fair market net rental rate for office and warehouse space at comparable property in the Portsmouth and Dover, NH markets assuming no adjustment thereto during the applicable Extension Term and no free rent period or tenant improvement allowances, excluding the value of any Alterations or other improvements made to the Premises that were paid for by Sublessee and taking into consideration factors such as (i) the percentage of the Building occupied by Sublessee, (ii) Sublessee’s obligation to pay Expenses as provided herein, and (iii) any other relevant factors either Sublessee or Sublessor wishes to bring to the attention of the other or to a real estate professional called upon to assist in the determination of the fair market rental rate. The Extension Rental Rate shall be determined as follows: in the event Sublessee timely exercises an Extension Option in accordance herewith, within ten (10) business days after Sublessor receives Sublessee’s Extension Notice, Sublessor shall notify Sublessee in writing of Sublessor’s good faith determination of the fair market rental rate (“Sublessor’s Extension Term Rental Notice”), which notice shall set forth in reasonable detail Sublessor’s determination of such fair market rental rate and shall provide separately, if Sublessor wishes, rent concessions and/or tenant improvement allowances that Sublessor may wish to offer, and the amount by which Sublessor’s estimate of the fair market rental rate would increase as a result of the granting of such concessions (the “Concession Rate Amount”) and shall set forth Sublessor’s determination of the expiration date of the Negotiation Period. Sublessee shall have ten (10) business days from the date of Sublessor’s Extension Term Rental Notice to either accept or dispute Sublessor’s determination of the fair market rental rate. In the event that Sublessee disputes Sublessor’s determination of the fair market rental rate, Sublessee shall so notify Sublessor and advise Sublessor of Sublessee’s determination of the fair market rental rate (which notice shall set forth in reasonable detail Sublessee’s determination of the fair market rental rate as well as concessions and improvement allowances it may be seeking, including an alternate Concession Rate Amount). If Sublessor and Sublessee cannot agree upon the Extension Rental Rate within sixty (60) days of the date of Sublessor’s Extension Term Rental Notice (the “Negotiation Period”), Sublessee, at Sublessee’s option, shall give Sublessor, within three (3) business days of the expiration of the Negotiation Period, one of the following written notices: (a) a written notice revoking Sublessee’s exercise of such Extension Option, or (b) a written notice stating that Sublessee wishes to submit the matter to arbitration as set forth below. If Sublessee does not provide either noticeFor all purposes under this Lease, the exercise of such Extension Option term "Lease Term" shall be deemed revoked. If option (b) is chosen, Sublessor and Sublessee shall simultaneously exchange, on the fifth (5th) business day following the expiration of the Negotiation Period, statements setting forth each such party’s final determination of the fair market rental rate (each, a “Statement of Rental Rate”), including any Concession Rate Amount (separately stated), together with such backup information as to such party’s determination of the fair market rental rate and/or any Concession Rate Amount as such party wishes to include (and, in the case of Sublessor, the fair market rental rate in such Statement of Rental Rate shall not be greater than that set forth in Sublessor’s Extension Term Rental Notice and, in the case of Sublessee, the fair market rental rate in such Statement of Rental Rate shall not be less than that set forth in Sublessee’s initial determination of the fair market rental rate provided in response to Sublessor’s Extension Term Rental Notice). If the higher of the two (2) determinations of the fair market rental rate is equal to or less than 110% of the lesser determination, then the Extension Rental Rate shall be the average of the two determinations. Otherwise, Sublessor and Sublessee shall mutually select a real estate professional with at least ten (10) years’ continuous experience in the business of appraising or marketing multi-tenant mix-use commercial office, warehouse and industrial buildings in the greater Portsmouth area (the “Valuation Expert”) to resolve the dispute as to the Extension Rental Rate. If Sublessor and Sublessee cannot agree upon the designation of the Valuation Expert within ten (10) business days of the exchange of the Statements of Rental Rate, the parties shall apply to the New Hampshire Chapter of the Appraisal Institute (the “NHAI”) for appointment of a qualified Valuation Expert as follows: (i) the NHAI shall provide Sublessor and Sublessee with a list of five qualified Valuation Experts; (ii) within five (5) business days after such list is produced, each of Sublessor and Sublessee shall notify NHAI and the other party of those proposed experts that are acceptable (and, if desired, ranking the same), each being entitled to strike up to two candidates; (iii) if one party fails to send back its selections, then NHAI shall appoint the number one ranked expert proposed by the other party; if both parties fail to send back their selections, NHAI shall appoint a Valuation Expert in its discretion; and if both parties timely return their selections, then the Valuation Expert will be proposed expert that is the highest ranked (on a combined basis) by the parties as determined by NHAI. The Valuation Expert appointed by NHAI shall be final and binding upon Sublessor and Sublessee. Within five (5) business days of the selection of the Valuation Expert, Sublessor and Sublessee 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 fifteen (15) business 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 fair market rental rate for the Leased Premises and the fair market rental rate set forth in that submission shall be the Extension Rental Rate for such Extension Term. The Valuation Expert shall give notice of his or her determination to Sublessor and Sublessee, and such decision shall be final and conclusively binding upon Sublessor and Sublessee. In addition, Sublessee shall be entitled to elect to take advantage of the concessions last offered by Sublessor mean and include the Concession Rate Amount in the initial Lease Term and any exercised Extension Rental Rate by notice to Sublessor given within thirty (30) days of the final determination by the Valuation Expert. Each party shall pay the fees and expenses of any real estate professional such party retains and such party’s counselTerms, if any, in connection with any proceeding under this paragraph, and the party whose determination of the fair market rental rate was determined by the Valuation Expert not to most accurately and closely reflect the fair market rental rate of the Leased Premises shall pay the fees and expenses of the Valuation Expert. Sublessor and Sublessee shall execute an amendment to through which this Lease within thirty is extended. The exercise of each Extension Option hereunder is conditioned upon (30A) days after no material "Event of Default" by Tenant under the determination terms of the Extension Rental Rate (in accordance with the procedure set forth above) for the applicable Extension Term, which amendment shall set forth the Extension Term, the Extension Rental Rate, and all other terms and conditions for such Extension Term; provided, howeverthis Lease, any failure to execute such amendment shall not affect such Extension Term or any terms or conditions for Sublessee’s leasing sublease of the Premises or the Water Purchase Agreement remaining outstanding and uncured on the date such Extension Option is exercised, and (B) Tenant or any subtenant exercising, or causing to be exercised, an extension option under the Water Purchase Agreement for the applicable Extension Terma like twenty (20) year extension term.

Extension Terms. Sublessee shall have two (2a) successive options (eachLandlord hereby grants to Tenant the conditional right, an “Extension Option”) exercisable at Tenant's option, to extend the Term for two (2) consecutive periods of five (5) years Lease Years each (each, each an “Extension TermOption”), exercisable separately as to each such Extension Option as hereinafter provided. If properly exercised and if the conditions applicable thereto have been satisfied, the first of which Extension Term extension term shall commence on immediately following the termination date end of the Base Terminitial Term provided in Section 201(b) of this Lease, and the second of which extension term shall commence on immediately upon expiration of the day immediately first extension term, and in such event, each such extension term (an "Extension Term") shall be deemed to be part of the Term. The right of extension herein granted to Tenant shall be subject to, and shall be exercised strictly in accordance with, the following terms and conditions. (b) Tenant shall exercise an Extension Option with respect to an Extension Term by giving Landlord written notice of the exercise thereof (the "Option Notice") not later than eight (8), nor earlier than twelve (12), months prior to the expiration of the first Term then in effect. Time is of the essence as to all dates pertaining to Tenant's exercise of an Extension TermOption. If an Option Notice is not given timely or if Tenant does not exercise an Extension Option or if Tenant is in default under this Lease at any time during the Term or if Tenant has assigned this Lease or sublet all or any portion of the Premises, said Extended Terms then, at Landlord's election, the Option Notice shall be void and Tenant's right of extension with respect to such Extension Option and all unexercised Extension Options and uncommenced Extension Options granted hereby shall thereupon and thereafter lapse, terminate and be on the same terms and conditions as the Lease except that (i) the Lease shall contain of no further options force or effect. In no event shall Tenant have the right to extend after the Term beyond the expiration of the second Extension Term. (c) During each Extension Term, all of the terms, conditions, covenants and agreements set forth in this Lease shall continue to apply and be binding upon Landlord and Tenant, except that Minimum Rent shall be as follows: Period First Extension Term Annually Monthly Lease Year 6 $61,800.00 $5,150.00 Lease Year 7 $63,654.00 $5,304.50 Lease Year 8 $65,563.68 $5,463.64 Lease Year 9 $67,530.60 $5,627.55 Lease Year 10 $69,556.56 $5,796.38 Second Extension Term Lease Year 11 $71,643.24 $5,970.27 Lease Year 12 $73,792.56 $6,149.38 Lease Year 13 $76,006.32 $6,333.86 Lease Year 14 $78,286.56 $6,523.88 Lease Year 15 $80,635.20 $6,719.60 (d) Tenant hereby specifically acknowledges and agrees that the time limitations upon the exercise of an Extension Option will be strictly enforced, that any attempt to exercise any Extension Option at any other time shall be void and of no force or effect, and (ii) that if any Extension Option is not exercised within the Fixed Rental Rate applicable time period, Landlord intends immediately thereafter to each undertake appropriate efforts relating to the marketing or management of the Premises. The period of time within which any Extension Term Option may be exercised shall be computed as set forth below and not be subject to annual adjustment as provided in the reference data. Sublessee shall provide written notice (“Sublesseeextended or enlarged by reason of Tenant’s Extension Notice”) to Sublessor of its determination inability to exercise each such Extension Option no later than twelve (12) months prior to the expiration of the then current Term (“Notice Date”). The Fixed Rental Rate for each Extension Term shall be 90% of the fair market rental rate (the “Extension Rental Rate”) for the Leased Premises, which is defined as the then prevailing fair market net rental rate for office and warehouse space at comparable property in the Portsmouth and Dover, NH markets assuming no adjustment thereto during the applicable Extension Term and no free rent period or tenant improvement allowances, excluding the value because of any Alterations provisions of this Paragraph 1 or other improvements made to the Premises that were paid for by Sublessee and taking into consideration factors such as (i) the percentage of the Building occupied by Sublessee, (ii) Sublessee’s obligation to pay Expenses as provided herein, and (iii) any other relevant factors either Sublessee or Sublessor wishes to bring to the attention of the other or to a real estate professional called upon to assist in the determination of the fair market rental rate. The Extension Rental Rate shall be determined as follows: in the event Sublessee timely exercises an Extension Option in accordance herewith, within ten (10) business days after Sublessor receives Sublessee’s Extension Notice, Sublessor shall notify Sublessee in writing of Sublessor’s good faith determination of the fair market rental rate (“Sublessor’s Extension Term Rental Notice”), which notice shall set forth in reasonable detail Sublessor’s determination of such fair market rental rate and shall provide separately, if Sublessor wishes, rent concessions and/or tenant improvement allowances that Sublessor may wish to offer, and the amount by which Sublessor’s estimate of the fair market rental rate would increase as a result of the granting of such concessions (the “Concession Rate Amount”) and shall set forth Sublessor’s determination of the expiration date of the Negotiation Period. Sublessee shall have ten (10) business days from the date of Sublessor’s Extension Term Rental Notice to either accept or dispute Sublessor’s determination of the fair market rental rate. In the event that Sublessee disputes Sublessor’s determination of the fair market rental rate, Sublessee shall so notify Sublessor and advise Sublessor of Sublessee’s determination of the fair market rental rate (which notice shall set forth in reasonable detail Sublessee’s determination of the fair market rental rate as well as concessions and improvement allowances it may be seeking, including an alternate Concession Rate Amount). If Sublessor and Sublessee cannot agree upon the Extension Rental Rate within sixty (60) days of the date of Sublessor’s Extension Term Rental Notice (the “Negotiation Period”), Sublessee, at Sublessee’s option, shall give Sublessor, within three (3) business days of the expiration of the Negotiation Period, one of the following written notices: (a) a written notice revoking Sublessee’s exercise of such Extension Option, or (b) a written notice stating that Sublessee wishes to submit the matter to arbitration as set forth below. If Sublessee does not provide either notice, the exercise of such Extension Option shall be deemed revoked. If option (b) is chosen, Sublessor and Sublessee shall simultaneously exchange, on the fifth (5th) business day following the expiration of the Negotiation Period, statements setting forth each such party’s final determination of the fair market rental rate (each, a “Statement of Rental Rate”), including any Concession Rate Amount (separately stated), together with such backup information as to such party’s determination of the fair market rental rate and/or any Concession Rate Amount as such party wishes to include (and, in the case of Sublessor, the fair market rental rate in such Statement of Rental Rate shall not be greater than that set forth in Sublessor’s Extension Term Rental Notice and, in the case of Sublessee, the fair market rental rate in such Statement of Rental Rate shall not be less than that set forth in Sublessee’s initial determination of the fair market rental rate provided in response to Sublessor’s Extension Term Rental Notice). If the higher of the two (2) determinations of the fair market rental rate is equal to or less than 110% of the lesser determination, then the Extension Rental Rate shall be the average of the two determinations. Otherwise, Sublessor and Sublessee shall mutually select a real estate professional with at least ten (10) years’ continuous experience in the business of appraising or marketing multi-tenant mix-use commercial office, warehouse and industrial buildings in the greater Portsmouth area (the “Valuation Expert”) to resolve the dispute as to the Extension Rental Rate. If Sublessor and Sublessee cannot agree upon the designation of the Valuation Expert within ten (10) business days of the exchange of the Statements of Rental Rate, the parties shall apply to the New Hampshire Chapter of the Appraisal Institute (the “NHAI”) for appointment of a qualified Valuation Expert as follows: (i) the NHAI shall provide Sublessor and Sublessee with a list of five qualified Valuation Experts; (ii) within five (5) business days after such list is produced, each of Sublessor and Sublessee shall notify NHAI and the other party of those proposed experts that are acceptable (and, if desired, ranking the same), each being entitled to strike up to two candidates; (iii) if one party fails to send back its selections, then NHAI shall appoint the number one ranked expert proposed by the other party; if both parties fail to send back their selections, NHAI shall appoint a Valuation Expert in its discretion; and if both parties timely return their selections, then the Valuation Expert will be proposed expert that is the highest ranked (on a combined basis) by the parties as determined by NHAI. The Valuation Expert appointed by NHAI shall be final and binding upon Sublessor and Sublessee. Within five (5) business days of the selection of the Valuation Expert, Sublessor and Sublessee 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 fifteen (15) business 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 fair market rental rate for the Leased Premises and the fair market rental rate set forth in that submission shall be the Extension Rental Rate for such Extension Term. The Valuation Expert shall give notice of his or her determination to Sublessor and Sublessee, and such decision shall be final and conclusively binding upon Sublessor and Sublessee. In addition, Sublessee shall be entitled to elect to take advantage of the concessions last offered by Sublessor and include the Concession Rate Amount in the Extension Rental Rate by notice to Sublessor given within thirty (30) days of the final determination by the Valuation Expert. Each party shall pay the fees and expenses of any 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 of the fair market rental rate was determined by the Valuation Expert not to most accurately and closely reflect the fair market rental rate of the Leased Premises shall pay the fees and expenses of the Valuation Expert. Sublessor and Sublessee shall execute an amendment to this Lease within thirty (30) days after the determination of the Extension Rental Rate (in accordance with the procedure set forth above) for the applicable Extension Term, which amendment shall set forth the Extension Term, the Extension Rental Rate, and all other terms and conditions for such Extension Term; provided, however, any failure to execute such amendment shall not affect such Extension Term or any terms or conditions for Sublessee’s leasing of the Premises for the applicable Extension Termreason whatsoever.

Extension Terms. Sublessee Provided Tenant is not in Default at the time of exercise beyond any applicable notice and cure period, Tenant shall have the option to extend the original Term of this Lease, subject to all of the provisions of this Lease, for two (2) successive options (each, an “Extension Option”) to extend the Term for additional periods of five (5) years each (eachindividually, an “"Extension Term”" and collectively the "Extension Terms"), the first of which Extension Term shall commence on the termination date of the Base Term, and the second of which shall commence on the day immediately following each such period commencing upon the expiration of the first Term then in effect. Then Base Rent payable by Tenant during any Extension Term shall be determined as set forth in SCHEDULE 2. With respect to each such Extension Term, Tenant may exercise its option hereunder by giving Landlord written notice (in the manner prescribed by Section 24(i) hereof) of Tenant's exercise of said Extended Terms option to extend at any time not less than one hundred eighty (180) days before the end of the Term then in effect. After the exercise of any option to extend, all references in this Lease to the Term hereof shall be on considered to mean the Term as extended, and all references to the end of the Term shall be considered to mean the end of the Term as extended. If requested by Tenant, Landlord shall execute such documents as Tenant shall from time to time reasonably request to evidence the dates of the extended Term. If Tenant exercises its option by giving appropriate notice, the Term of this Lease shall be automatically extended upon the same terms and conditions as the Lease except that (i) the Lease shall contain no further options to extend after the expiration of the second Extension Term, and (ii) the Fixed Rental Rate applicable to each Extension Term shall be computed as set forth below and not herein (except for Base Rent to be subject established pursuant to annual adjustment as provided in the reference data. Sublessee shall provide written notice (“Sublessee’s Extension Notice”) to Sublessor of its determination to exercise each such Extension Option no later than twelve (12) months prior to the expiration of the then current Term (“Notice Date”). The Fixed Rental Rate for each Extension Term shall be 90% of the fair market rental rate (the “Extension Rental Rate”) for the Leased Premises, which is defined as the then prevailing fair market net rental rate for office and warehouse space at comparable property in the Portsmouth and Dover, NH markets assuming no adjustment thereto during the applicable Extension Term and no free rent period or tenant improvement allowances, excluding the value of any Alterations or other improvements made to the Premises that were paid for by Sublessee and taking into consideration factors such as (i) the percentage of the Building occupied by Sublessee, (ii) Sublessee’s obligation to pay Expenses as provided herein, and (iii) any other relevant factors either Sublessee or Sublessor wishes to bring to the attention of the other or to a real estate professional called upon to assist in the determination of the fair market rental rate. The Extension Rental Rate shall be determined as follows: in the event Sublessee timely exercises an Extension Option in accordance herewith, within ten (10) business days after Sublessor receives Sublessee’s Extension Notice, Sublessor shall notify Sublessee in writing of Sublessor’s good faith determination of the fair market rental rate (“Sublessor’s Extension Term Rental Notice”), which notice shall set forth in reasonable detail Sublessor’s determination of such fair market rental rate and shall provide separately, if Sublessor wishes, rent concessions and/or tenant improvement allowances that Sublessor may wish to offer, and the amount by which Sublessor’s estimate of the fair market rental rate would increase as a result of the granting of such concessions (the “Concession Rate Amount”) and shall set forth Sublessor’s determination of the expiration date of the Negotiation Period. Sublessee shall have ten (10) business days from the date of Sublessor’s Extension Term Rental Notice to either accept or dispute Sublessor’s determination of the fair market rental rate. In the event that Sublessee disputes Sublessor’s determination of the fair market rental rate, Sublessee shall so notify Sublessor and advise Sublessor of Sublessee’s determination of the fair market rental rate (which notice shall set forth in reasonable detail Sublessee’s determination of the fair market rental rate as well as concessions and improvement allowances it may be seeking, including an alternate Concession Rate Amount). If Sublessor and Sublessee cannot agree upon the Extension Rental Rate within sixty (60) days of the date of Sublessor’s Extension Term Rental Notice (the “Negotiation Period”), Sublessee, at Sublessee’s option, shall give Sublessor, within three (3) business days of the expiration of the Negotiation Period, one of the following written notices: (a) a written notice revoking Sublessee’s exercise of such Extension Option, or (b) a written notice stating that Sublessee wishes to submit the matter to arbitration as set forth below. If Sublessee does not provide either notice, the exercise of such Extension Option shall be deemed revoked. If option (b) is chosen, Sublessor and Sublessee shall simultaneously exchange, on the fifth (5th) business day following the expiration of the Negotiation Period, statements setting forth each such party’s final determination of the fair market rental rate (each, a “Statement of Rental Rate”), including any Concession Rate Amount (separately stated), together with such backup information as to such party’s determination of the fair market rental rate and/or any Concession Rate Amount as such party wishes to include (and, in the case of Sublessor, the fair market rental rate in such Statement of Rental Rate shall not be greater than that set forth in Sublessor’s Extension Term Rental Notice and, in the case of Sublessee, the fair market rental rate in such Statement of Rental Rate shall not be less than that set forth in Sublessee’s initial determination of the fair market rental rate provided in response to Sublessor’s Extension Term Rental Notice). If the higher of the two (SCHEDULE 2) determinations of the fair market rental rate is equal to or less than 110% of the lesser determination, then the Extension Rental Rate shall be the average of the two determinations. Otherwise, Sublessor and Sublessee shall mutually select a real estate professional with at least ten (10) years’ continuous experience in the business of appraising or marketing multi-tenant mix-use commercial office, warehouse and industrial buildings in the greater Portsmouth area (the “Valuation Expert”) to resolve the dispute as to the Extension Rental Rate. If Sublessor and Sublessee cannot agree upon the designation of the Valuation Expert within ten (10) business days of the exchange of the Statements of Rental Rate, the parties shall apply to the New Hampshire Chapter of the Appraisal Institute (the “NHAI”) for appointment of a qualified Valuation Expert as follows: (i) the NHAI shall provide Sublessor and Sublessee with a list of five qualified Valuation Experts; (ii) within five (5) business days after such list is produced, each of Sublessor and Sublessee shall notify NHAI and the other party of those proposed experts that are acceptable (and, if desired, ranking the same), each being entitled to strike up to two candidates; (iii) if one party fails to send back its selections, then NHAI shall appoint the number one ranked expert proposed by the other party; if both parties fail to send back their selections, NHAI shall appoint a Valuation Expert in its discretion; and if both parties timely return their selections, then the Valuation Expert will be proposed expert that is the highest ranked (on a combined basis) by the parties as determined by NHAI. The Valuation Expert appointed by NHAI shall be final and binding upon Sublessor and Sublessee. Within five (5) business days of the selection of the Valuation Expert, Sublessor and Sublessee 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 fifteen (15) business 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 fair market rental rate for the Leased Premises and the fair market rental rate set forth in that submission shall be the Extension Rental Rate for such Extension Term. The Valuation Expert shall give notice of his or her determination to Sublessor and Sublessee, and such decision shall be final and conclusively binding upon Sublessor and Sublessee. In addition, Sublessee shall be entitled to elect to take advantage of the concessions last offered by Sublessor and include the Concession Rate Amount in the Extension Rental Rate by notice to Sublessor given within thirty (30) days of the final determination by the Valuation Expert. Each party shall pay the fees and expenses of any 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 of the fair market rental rate was determined by the Valuation Expert not to most accurately and closely reflect the fair market rental rate of the Leased Premises shall pay the fees and expenses of the Valuation Expert. Sublessor and Sublessee shall execute an amendment to this Lease within thirty (30) days after the determination of the Extension Rental Rate (in accordance with the procedure set forth above) for the applicable Extension Term, which amendment shall set forth the Extension Term, the Extension Rental Rate, and all other terms and conditions for such Extension Term; provided, however, any failure to execute such amendment shall not affect such Extension Term without execution of an extension or renewal Lease or any terms or conditions for Sublessee’s leasing of other document but in no event may the Premises for Term be extended beyond ten (10) years after the applicable Extension Initial Term.

Extension Terms. Sublessee shall have two (a) Subject to any and all existing and future rights and options of tenants who lease at least 30,000 rentable square feet in the Building (each, a “Major Building Tenant”), and provided (i) Tenant is then occupying one hundred percent (100%) of the Premises, and (ii) no Event of Default nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default has occurred (1) as of the date of the Extension Notice (hereinafter defined), and (2) successive options at the commencement of the Extension Term (eachhereinafter defined), an “Extension Option”) Tenant shall have the option to extend the Term for periods one (1) additional term of five two (52) years each (each, an the “Extension Term”), the first commencing as of which Extension Term shall commence on the termination date of the Base Term, and the second of which shall commence on the day immediately following the expiration of the first Extension Initial Term, said Extended Terms to be . Landlord shall notify Tenant in writing (an “Availability Notice”) on or about the same terms and conditions as the Lease except that (i) the Lease shall contain no further options to extend after the expiration end of the second Extension (2nd) Rent Year whether any Major Building Tenant has any rights or options with respect to all or any portion of the Premises that would conflict with Xxxxxx’s rights under this Section 1.2. If the Availability Notice indicates that any Major Building Tenant has conflicting rights or options with respect to all or any portion of the Premises, then Tenant shall have no right to extend the Term. If the Availability Notice indicates that no Major Building Tenant has any conflicting rights or options with respect to all or any portion of the Premises, and (ii) the Fixed Rental Rate applicable then Tenant must exercise such option to each Extension Term shall be computed as set forth below and not be subject to annual adjustment as provided in the reference data. Sublessee shall provide extend, if at all, by giving Landlord written notice (the “Sublessee’s Extension Notice”) to Sublessor of its determination to exercise each such Extension Option no later than twelve (12) months prior to the expiration of the then current Term (“Notice Date”). The Fixed Rental Rate for each Extension Term shall be 90% of the fair market rental rate (the “Extension Rental Rate”) for the Leased Premises, which is defined as the then prevailing fair market net rental rate for office and warehouse space at comparable property in the Portsmouth and Dover, NH markets assuming no adjustment thereto during the applicable Extension Term and no free rent period or tenant improvement allowances, excluding the value of any Alterations or other improvements made to the Premises that were paid for by Sublessee and taking into consideration factors such as (i) the percentage of the Building occupied by Sublessee, (ii) Sublessee’s obligation to pay Expenses as provided herein, and (iii) any other relevant factors either Sublessee or Sublessor wishes to bring to the attention of the other or to a real estate professional called upon to assist in the determination of the fair market rental rate. The Extension Rental Rate shall be determined as follows: in the event Sublessee timely exercises an Extension Option in accordance herewith, within ten (10) business days after Sublessor receives Sublessee’s Extension Notice, Sublessor shall notify Sublessee in writing of Sublessor’s good faith determination of the fair market rental rate (“Sublessor’s Extension Term Rental Notice”), which notice shall set forth in reasonable detail Sublessor’s determination of such fair market rental rate and shall provide separately, if Sublessor wishes, rent concessions and/or tenant improvement allowances that Sublessor may wish to offer, and the amount by which Sublessor’s estimate of the fair market rental rate would increase as a result of the granting of such concessions (the “Concession Rate Amount”) and shall set forth Sublessor’s determination of the expiration date of the Negotiation Period. Sublessee shall have ten (10) business days from the date of Sublessor’s Extension Term Rental Notice to either accept or dispute Sublessor’s determination of the fair market rental rate. In the event that Sublessee disputes Sublessor’s determination of the fair market rental rate, Sublessee shall so notify Sublessor and advise Sublessor of Sublessee’s determination of the fair market rental rate (which notice shall set forth in reasonable detail Sublessee’s determination of the fair market rental rate as well as concessions and improvement allowances it may be seeking, including an alternate Concession Rate Amount). If Sublessor and Sublessee cannot agree upon the Extension Rental Rate within sixty (60) days after the date of the Availability Notice, time being of the essence. Upon the timely giving of such notice, the Term shall be deemed extended upon all of the terms and conditions of this Lease, except that Base Rent during the Extension Term shall be calculated in accordance with this Section 1.2 and Landlord shall have no obligation to construct or renovate the Premises and Tenant shall have no further right to extend the Term. If Tenant fails to give timely notice, as aforesaid, Tenant shall have no further right to extend the Term. Notwithstanding the fact that Tenant’s proper and timely exercise of such option to extend the Term shall be self executing, the parties shall promptly execute a lease amendment reflecting such Extension Term after Tenant exercises such option. The execution of such lease amendment shall not be deemed to waive any of the conditions to Tenant’s exercise of its rights under this Section 1.2. (b) The Base Rent during the Extension Term (the “Extension Term Base Rent”) shall be determined in accordance with the process described hereafter. Extension Term Base Rent shall be the fair market rental value of the Premises then demised to Tenant as of the date of Sublessor’s the Extension Term Rental Notice (as determined in accordance with the “Negotiation Period”)process described below, Sublesseefor renewals of combination laboratory and office space in the vicinity of equivalent quality, at Sublessee’s optionsize, shall give Sublessorutility and location, within three (3) business days with the length of the expiration of the Negotiation Period, one of the following written notices: (a) a written notice revoking Sublessee’s exercise of such Extension Option, or (b) a written notice stating that Sublessee wishes to submit the matter to arbitration as set forth below. If Sublessee does not provide either noticeTerm, the exercise credit standing of such Extension Option shall Tenant and all other relevant factors to be deemed revoked. If option (b) is chosen, Sublessor and Sublessee shall simultaneously exchange, on the fifth (5th) business day following the expiration of the Negotiation Period, statements setting forth each such party’s final determination of the fair market rental rate (each, a “Statement of Rental Rate”), including any Concession Rate Amount (separately stated), together with such backup information as to such party’s determination of the fair market rental rate and/or any Concession Rate Amount as such party wishes to include (and, in the case of Sublessor, the fair market rental rate in such Statement of Rental Rate shall not be greater than that set forth in Sublessor’s Extension Term Rental Notice and, in the case of Sublessee, the fair market rental rate in such Statement of Rental Rate shall not be less than that set forth in Sublessee’s initial determination of the fair market rental rate provided in response to Sublessor’s Extension Term Rental Notice). If the higher of the two (2) determinations of the fair market rental rate is equal to or less than 110% of the lesser determination, then the Extension Rental Rate shall be the average of the two determinations. Otherwise, Sublessor and Sublessee shall mutually select a real estate professional with at least ten (10) years’ continuous experience in the business of appraising or marketing multi-tenant mix-use commercial office, warehouse and industrial buildings in the greater Portsmouth area (the “Valuation Expert”) to resolve the dispute as to the Extension Rental Rate. If Sublessor and Sublessee cannot agree upon the designation of the Valuation Expert within ten (10) business days of the exchange of the Statements of Rental Rate, the parties shall apply to the New Hampshire Chapter of the Appraisal Institute (the “NHAI”) for appointment of a qualified Valuation Expert as follows: (i) the NHAI shall provide Sublessor and Sublessee with a list of five qualified Valuation Experts; (ii) within five (5) business days after such list is produced, each of Sublessor and Sublessee shall notify NHAI and the other party of those proposed experts that are acceptable (and, if desired, ranking the same), each being entitled to strike up to two candidates; (iii) if one party fails to send back its selections, then NHAI shall appoint the number one ranked expert proposed by the other party; if both parties fail to send back their selections, NHAI shall appoint a Valuation Expert in its discretion; and if both parties timely return their selections, then the Valuation Expert will be proposed expert that is the highest ranked (on a combined basis) by the parties as determined by NHAI. The Valuation Expert appointed by NHAI shall be final and binding upon Sublessor and Sublesseetaken into account. Within five (5) business days of the selection of the Valuation Expert, Sublessor and Sublessee 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 fifteen (15) business 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 fair market rental rate for the Leased Premises and the fair market rental rate set forth in that submission shall be the Extension Rental Rate for such Extension Term. The Valuation Expert shall give notice of his or her determination to Sublessor and Sublessee, and such decision shall be final and conclusively binding upon Sublessor and Sublessee. In addition, Sublessee shall be entitled to elect to take advantage of the concessions last offered by Sublessor and include the Concession Rate Amount in the Extension Rental Rate by notice to Sublessor given within thirty (30) days after receipt of the final determination by the Valuation Expert. Each party Extension Notice, Landlord shall pay the fees and expenses deliver to Tenant written notice of any 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 its determination of the fair market rental rate was determined by the Valuation Expert not to most accurately and closely reflect the fair market rental rate of the Leased Premises shall pay the fees and expenses of the Valuation ExpertExtension Term Base Rent. Sublessor and Sublessee shall execute an amendment to this Lease Tenant shall, within thirty (30) days after the determination receipt of the Extension Rental Rate (such notice, notify Landlord in accordance with the procedure set forth above) for the applicable Extension Term, which amendment shall set forth the Extension Term, the Extension Rental Rate, and all other terms and conditions for such Extension Term; provided, however, any failure to execute such amendment shall not affect such Extension Term writing whether Xxxxxx accepts or any terms or conditions for Sublessee’s leasing of the Premises for the applicable Extension Term.rejects Xxxxxxxx’s

Extension Terms. Sublessee Tenant shall have two (2) successive options (eachthe right, an “Extension Option”) subject to the provisions hereinafter provided, to extend the Term for periods of two five (5) years each year periods on the terms and provisions of this Article. Such extension periods shall herein be referred to generally as an "EXTENSION TERM" or the "EXTENSION TERMS" and specifically as the "FIRST EXTENSION TERM" or the "SECOND EXTENSION TERM". The conditions to Tenant's exercise of such right to the Extension Terms shall be as follows: (eacha) That this Lease is in full force and effect and no monetary default or material non-monetary default in the performance of any of the terms, an “covenants and conditions to be performed or satisfied by Tenant under this Lease has occurred prior to the commencement of the applicable Extension Term”), but Landlord shall have the first of which right at its sole discretion to waive in writing the non-default conditions herein. (b) That each such Extension Term shall commence on the termination date of the Base Term, and the second of which shall commence on the day immediately following the expiration of the first Extension Term, said Extended Terms to be on the same terms terms, covenants and conditions as in this Lease; PROVIDED, HOWEVER, that the Lease except that Base Rent for the initial twelve (i12) the Lease shall contain no further options to extend after the expiration month period of the second Extension Term, and (ii) the Fixed Rental Rate applicable to each Extension Term shall be computed an amount equal to the fair market base rent (with regard to any improvement allowances or other concessions or brokerage commissions then customarily provided to, or paid for, new tenants as set forth below and part of fair market base rent that will not be subject provided to annual adjustment or paid for Tenant) as provided in of the reference data. Sublessee shall provide written notice First Extension Term Base Rent Determination Date or the Second Extension Term Base Rent Determination Date (“Sublessee’s as hereinafter defined), as the case may be, for a term equal to the period of the applicable Extension Notice”) to Sublessor Term and the Base Rent for the remainder of its determination to exercise each such Extension Option Term shall be determined by applying the fair market escalation rate and schedule of escalations, as of the First Extension Term Base Rent Determination Date or the Second Extension Term Base Rent Determination Date, as the case may be, to said fair market base rent. The determination of such fair market base rent for the Premises and the fair market escalation rate and schedule of escalations for the then pending Extension Term (collectively, the "EXTENSION TERM FMV BASE RENT") shall be made by Landlord and Tenant, each acting in good faith, no later than twelve the date that is eight (128) months prior to commencement of the First Extension Term or the Second Extension Term, as the case may be (the "FIRST EXTENSION TERM BASE RENT DETERMINATION DATE" and the "SECOND EXTENSION TERM BASE RENT DETERMINATION DATE", respectively), and if Landlord and Tenant do not timely agree upon the Extension Term FMV Base Rent for such Extension Term, the same shall be determined pursuant to the immediately succeeding Article of this Lease. Notwithstanding anything to the contrary contained in this Article, in no event shall the Base Rent, on a per rentable square foot basis, for said initial twelve-month period be less than the annual Base Rent, on a per rentable square foot basis, payable by Tenant under the terms of this Lease immediately prior to the commencement of such Extension Term. (c) That Tenant shall exercise its right to each Extension Term provided herein, if at all, by notifying Landlord in writing of its election to exercise the right to extend the Term no later than nine (9) months prior to the expiration of the then current Initial Term (“Notice Date”). The Fixed Rental Rate for each Extension Term shall be 90% of the fair market rental rate (the “Extension Rental Rate”) for the Leased Premises, which is defined as the then prevailing fair market net rental rate for office and warehouse space at comparable property in the Portsmouth and Dover, NH markets assuming no adjustment thereto during the applicable Extension Term and no free rent period or tenant improvement allowances, excluding the value of any Alterations or other improvements made to the Premises that were paid for by Sublessee and taking into consideration factors such as (i) the percentage of the Building occupied by Sublessee, (ii) Sublessee’s obligation to pay Expenses as provided herein, and (iii) any other relevant factors either Sublessee or Sublessor wishes to bring to the attention of the other or to a real estate professional called upon to assist in the determination of the fair market rental rate. The Extension Rental Rate shall be determined as follows: in the event Sublessee timely exercises an Extension Option in accordance herewith, within ten (10) business days after Sublessor receives Sublessee’s Extension Notice, Sublessor shall notify Sublessee in writing of Sublessor’s good faith determination of the fair market rental rate (“Sublessor’s Extension Term Rental Notice”), which notice shall set forth in reasonable detail Sublessor’s determination of such fair market rental rate and shall provide separately, if Sublessor wishes, rent concessions and/or tenant improvement allowances that Sublessor may wish to offer, and the amount by which Sublessor’s estimate of the fair market rental rate would increase as a result of the granting of such concessions (the “Concession Rate Amount”) and shall set forth Sublessor’s determination of the expiration date of the Negotiation Period. Sublessee shall have ten (10) business days from the date of Sublessor’s Extension Term Rental Notice to either accept or dispute Sublessor’s determination of the fair market rental rate. In the event that Sublessee disputes Sublessor’s determination of the fair market rental rate, Sublessee shall so notify Sublessor and advise Sublessor of Sublessee’s determination of the fair market rental rate (which notice shall set forth in reasonable detail Sublessee’s determination of the fair market rental rate as well as concessions and improvement allowances it may be seeking, including an alternate Concession Rate Amount). If Sublessor and Sublessee cannot agree upon the Extension Rental Rate within sixty (60) days of the date of Sublessor’s Extension Term Rental Notice (the “Negotiation Period”), Sublessee, at Sublessee’s option, shall give Sublessor, within three (3) business days of the expiration of the Negotiation Period, one of the following written notices: (a) a written notice revoking Sublessee’s exercise of such Extension Option, or (b) a written notice stating that Sublessee wishes to submit the matter to arbitration as set forth below. If Sublessee does not provide either notice, the exercise of such Extension Option shall be deemed revoked. If option (b) is chosen, Sublessor and Sublessee shall simultaneously exchange, on the fifth (5th) business day following the expiration of the Negotiation Period, statements setting forth each such party’s final determination of the fair market rental rate (each, a “Statement of Rental Rate”), including any Concession Rate Amount (separately stated), together with such backup information as to such party’s determination of the fair market rental rate and/or any Concession Rate Amount as such party wishes to include (and, in the case of Sublessor, the fair market rental rate in such Statement of Rental Rate shall not be greater than that set forth in Sublessor’s Extension Term Rental Notice and, in the case of Sublessee, the fair market rental rate in such Statement of Rental Rate shall not be less than that set forth in Sublessee’s initial determination of the fair market rental rate provided in response to Sublessor’s Extension Term Rental Notice). If the higher of the two (2) determinations of the fair market rental rate is equal to or less than 110% of the lesser determination, then the Extension Rental Rate shall be the average of the two determinations. Otherwise, Sublessor and Sublessee shall mutually select a real estate professional with at least ten (10) years’ continuous experience in the business of appraising or marketing multi-tenant mix-use commercial office, warehouse and industrial buildings in the greater Portsmouth area (the “Valuation Expert”) to resolve the dispute as to the Extension Rental Rate. If Sublessor and Sublessee cannot agree upon the designation of the Valuation Expert within ten (10) business days of the exchange of the Statements of Rental Rate, the parties shall apply to the New Hampshire Chapter of the Appraisal Institute (the “NHAI”) for appointment of a qualified Valuation Expert as follows: (i) the NHAI shall provide Sublessor and Sublessee with a list of five qualified Valuation Experts; (ii) within five (5) business days after such list is produced, each of Sublessor and Sublessee shall notify NHAI and the other party of those proposed experts that are acceptable (and, if desired, ranking the same), each being entitled to strike up to two candidates; (iii) if one party fails to send back its selections, then NHAI shall appoint the number one ranked expert proposed by the other party; if both parties fail to send back their selections, NHAI shall appoint a Valuation Expert in its discretion; and if both parties timely return their selections, then the Valuation Expert will be proposed expert that is the highest ranked (on a combined basis) by the parties as determined by NHAI. The Valuation Expert appointed by NHAI shall be final and binding upon Sublessor and Sublessee. Within five (5) business days of the selection of the Valuation Expert, Sublessor and Sublessee 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 fifteen (15) business 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 fair market rental rate for the Leased Premises and the fair market rental rate set forth in that submission shall be the Extension Rental Rate for such Extension Term. The Valuation Expert shall give notice of his or her determination to Sublessor and Sublessee, and such decision shall be final and conclusively binding upon Sublessor and Sublessee. In addition, Sublessee shall be entitled to elect to take advantage of the concessions last offered by Sublessor and include the Concession Rate Amount in the Extension Rental Rate by notice to Sublessor given within thirty (30) days of the final determination by the Valuation Expert. Each party shall pay the fees and expenses of any 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 of the fair market rental rate was determined by the Valuation Expert not to most accurately and closely reflect the fair market rental rate of the Leased Premises shall pay the fees and expenses of the Valuation Expert. Sublessor and Sublessee shall execute an amendment to this Lease within thirty (30) days after the determination of the Extension Rental Rate (in accordance with the procedure set forth above) for the applicable First Extension Term, which amendment shall set forth as the Extension Term, the Extension Rental Rate, and all other terms and conditions for such Extension Term; provided, however, any failure to execute such amendment shall not affect such Extension Term or any terms or conditions for Sublessee’s leasing of the Premises for the applicable Extension Termcase may be.

Extension Terms. Sublessee shall have two (a) Provided (i) Tenant, an Affiliated Entity (hereinafter defined) and/or a Successor (hereinafter defined) is/are then occupying one hundred percent (100%) of the Premises; and (ii) no Event of Default has occurred (1) as of the date of the Extension Notice (hereinafter defined), (2) successive options at the commencement of the applicable Extension Term (eachhereinafter defined), an “and (iv) Guarantor executes a written agreement in form and substance reasonably acceptable to Landlord whereby Guarantor agrees that the obligations of Guarantor under the Guaranty shall extend and apply during such Extension Option”) Term, Tenant shall have the option to extend the Term for periods one (1) additional term of five (5) years each (each, an “the "Extension Term”"), the first commencing as of which Extension Term shall commence on the termination date of the Base Term, and the second of which shall commence on the day immediately following the expiration of the first Extension Term, said Extended Terms to be on initial term of the same terms and conditions as the Lease except that (i) the Lease shall contain no further options Lease. Tenant must exercise such option to extend after the expiration of the second Extension Term, and (ii) the Fixed Rental Rate applicable to each Extension Term shall be computed as set forth below and not be subject to annual adjustment as provided in the reference data. Sublessee shall provide by giving Landlord written notice (“Sublessee’s the "Extension Notice”") to Sublessor of its determination to exercise each such Extension Option no later than on or before the date that is twelve (12) months prior to the expiration of the then then-current term of the Lease, time being of the essence. Upon the timely giving of such notice, the Term (“Notice Date”). The Fixed Rental Rate for each shall be deemed extended upon all of the terms and conditions of this Lease, except that Base Rent during the Extension Term shall be 90% calculated in accordance with this Section 1.2, Landlord shall have no obligation to construct or renovate the Premises and Tenant shall have no further extend the Term. If Tenant fails to give timely notice, as aforesaid, Tenant shall have no further right to extend the Term. Notwithstanding the fact that Xxxxxx's proper and timely exercise of each option to extend the Term shall be self-executing, the parties shall promptly execute a lease amendment reflecting such Extension Term after Tenant exercises such option. The execution of such lease amendment shall not be deemed to waive any of the conditions to Tenant's exercise of its rights under this Section 1.2. (b) The Base Rent during the Extension Term (the "Extension Term Base Rent") shall be based upon the fair market rental rate (value of the “Premises then demised to Tenant as of the commencement of the Extension Rental Rate”) Term as determined in accordance with the process described below, for the Leased Premises, which is defined as the then prevailing fair market net rental rate for office and warehouse renewals of space at comparable property in the Portsmouth vicinity of the Building of equivalent quality, size, utility and Doverlocation, NH markets assuming no adjustment thereto during with the applicable length of the Extension Term and no free rent period or tenant improvement allowances, excluding the value credit standing of any Alterations or other improvements made Tenant to the Premises that were paid for by Sublessee and taking be taken into consideration factors such as (i) the percentage of the Building occupied by Sublessee, (ii) Sublessee’s obligation to pay Expenses as provided herein, and (iii) any other relevant factors either Sublessee or Sublessor wishes to bring to the attention of the other or to a real estate professional called upon to assist in the determination of the fair market rental rate. The Extension Rental Rate shall be determined as follows: in the event Sublessee timely exercises an Extension Option in accordance herewith, within ten (10) business days after Sublessor receives Sublessee’s Extension Notice, Sublessor shall notify Sublessee in writing of Sublessor’s good faith determination of the fair market rental rate (“Sublessor’s Extension Term Rental Notice”), which notice shall set forth in reasonable detail Sublessor’s determination of such fair market rental rate and shall provide separately, if Sublessor wishes, rent concessions and/or tenant improvement allowances that Sublessor may wish to offer, and the amount by which Sublessor’s estimate of the fair market rental rate would increase as a result of the granting of such concessions (the “Concession Rate Amount”) and shall set forth Sublessor’s determination of the expiration date of the Negotiation Period. Sublessee shall have ten (10) business days from the date of Sublessor’s Extension Term Rental Notice to either accept or dispute Sublessor’s determination of the fair market rental rate. In the event that Sublessee disputes Sublessor’s determination of the fair market rental rate, Sublessee shall so notify Sublessor and advise Sublessor of Sublessee’s determination of the fair market rental rate (which notice shall set forth in reasonable detail Sublessee’s determination of the fair market rental rate as well as concessions and improvement allowances it may be seeking, including an alternate Concession Rate Amount). If Sublessor and Sublessee cannot agree upon the Extension Rental Rate within sixty (60) days of the date of Sublessor’s Extension Term Rental Notice (the “Negotiation Period”), Sublessee, at Sublessee’s option, shall give Sublessor, within three (3) business days of the expiration of the Negotiation Period, one of the following written notices: (a) a written notice revoking Sublessee’s exercise of such Extension Option, or (b) a written notice stating that Sublessee wishes to submit the matter to arbitration as set forth below. If Sublessee does not provide either notice, the exercise of such Extension Option shall be deemed revoked. If option (b) is chosen, Sublessor and Sublessee shall simultaneously exchange, on the fifth (5th) business day following the expiration of the Negotiation Period, statements setting forth each such party’s final determination of the fair market rental rate (each, a “Statement of Rental Rate”), including any Concession Rate Amount (separately stated), together with such backup information as to such party’s determination of the fair market rental rate and/or any Concession Rate Amount as such party wishes to include (and, in the case of Sublessor, the fair market rental rate in such Statement of Rental Rate shall not be greater than that set forth in Sublessor’s Extension Term Rental Notice and, in the case of Sublessee, the fair market rental rate in such Statement of Rental Rate shall not be less than that set forth in Sublessee’s initial determination of the fair market rental rate provided in response to Sublessor’s Extension Term Rental Notice). If the higher of the two (2) determinations of the fair market rental rate is equal to or less than 110% of the lesser determination, then the Extension Rental Rate shall be the average of the two determinations. Otherwise, Sublessor and Sublessee shall mutually select a real estate professional with at least ten (10) years’ continuous experience in the business of appraising or marketing multi-tenant mix-use commercial office, warehouse and industrial buildings in the greater Portsmouth area (the “Valuation Expert”) to resolve the dispute as to the Extension Rental Rate. If Sublessor and Sublessee cannot agree upon the designation of the Valuation Expert within ten (10) business days of the exchange of the Statements of Rental Rate, the parties shall apply to the New Hampshire Chapter of the Appraisal Institute (the “NHAI”) for appointment of a qualified Valuation Expert as follows: (i) the NHAI shall provide Sublessor and Sublessee with a list of five qualified Valuation Experts; (ii) within five (5) business days after such list is produced, each of Sublessor and Sublessee shall notify NHAI and the other party of those proposed experts that are acceptable (and, if desired, ranking the same), each being entitled to strike up to two candidates; (iii) if one party fails to send back its selections, then NHAI shall appoint the number one ranked expert proposed by the other party; if both parties fail to send back their selections, NHAI shall appoint a Valuation Expert in its discretion; and if both parties timely return their selections, then the Valuation Expert will be proposed expert that is the highest ranked (on a combined basis) by the parties as determined by NHAI. The Valuation Expert appointed by NHAI shall be final and binding upon Sublessor and Sublesseeaccount. Within five (5) business days of the selection of the Valuation Expert, Sublessor and Sublessee 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 fifteen (15) business 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 fair market rental rate for the Leased Premises and the fair market rental rate set forth in that submission shall be the Extension Rental Rate for such Extension Term. The Valuation Expert shall give notice of his or her determination to Sublessor and Sublessee, and such decision shall be final and conclusively binding upon Sublessor and Sublessee. In addition, Sublessee shall be entitled to elect to take advantage of the concessions last offered by Sublessor and include the Concession Rate Amount in the Extension Rental Rate by notice to Sublessor given within thirty (30) days after receipt of the final determination by the Valuation Expert. Each party Extension Notice, Landlord shall pay the fees and expenses deliver to Tenant written notice of any 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 its determination of the fair market rental rate was determined by Extension Term Base Rent for the Valuation Expert not to most accurately and closely reflect the fair market rental rate of the Leased Premises shall pay the fees and expenses of the Valuation ExpertExtension Term. Sublessor and Sublessee shall execute an amendment to this Lease Tenant shall, within thirty (30) days after the determination receipt of the Extension Rental Rate (such notice, notify Landlord in accordance with the procedure set forth above) for the applicable Extension Term, which amendment shall set forth the Extension Term, the Extension Rental Rate, and all other terms and conditions for such Extension Term; provided, however, any failure to execute such amendment shall not affect such Extension Term or any terms or conditions for Sublessee’s leasing of the Premises for the applicable Extension Term.writing

Extension Terms. Sublessee shall Tenant will have two (2) successive options the right to extend the Lease Term (each, an “Extension Option”) to extend the Term for four additional periods of five (5) years each commencing on the day following the last day of the initial Lease Term or any Extension Term (defined below) and ending on the day before the fifth anniversary of such date (each, an “Extension Term”), the first if: (1) Landlord receives notice of which Extension Term shall commence on the termination date of the Base Term, and the second of which shall commence on the day immediately following the expiration of the first Extension Term, said Extended Terms to be on the same terms and conditions as the Lease except that (i) the Lease shall contain no further options to extend after the expiration of the second Extension Term, and (ii) the Fixed Rental Rate applicable to each Extension Term shall be computed as set forth below and not be subject to annual adjustment as provided in the reference data. Sublessee shall provide written notice exercise (“Sublessee’s Initial Extension Notice”) to Sublessor of its determination to exercise each such Extension Option no later not less than twelve (12) 12 full calendar months prior to the expiration of the initial Lease Term or any then current Term (“Notice Date”). The Fixed Rental Rate for each Extension Term shall be 90% of the fair market rental rate (the “Extension Rental Rate”) for the Leased Premises, which is defined as the then prevailing fair market net rental rate for office and warehouse space at comparable property in the Portsmouth and Dover, NH markets assuming no adjustment thereto during the applicable Extension Term and no free rent period or tenant improvement allowances, excluding the value of any Alterations or other improvements made not more than 18 full calendar months prior to the expiration of the initial Lease Term or any then applicable Extension Term; and (2) Tenant is not in material default under this Lease beyond any applicable notice and cure periods at the time that Tenant delivers its Extension Notice or at the time Tenant delivers its Binding Notice (as defined below); and (3) Except with respect to a Permitted Transfer (defined below), no part of the Leased Premises is sublet at the time that were paid Tenant delivers its Initial Extension Notice or at the time Tenant delivers its Binding Notice; and (4) Except with respect to a Permitted Transfer, the Lease has not been assigned prior to the date that Tenant delivers its Initial Extension Notice or prior to the date Tenant delivers its Binding Notice. The initial Base Annual Rent rate per rentable square foot for by Sublessee and taking into consideration factors such as the Leased Premises during each Extension Term will be the lesser of (ia) the percentage Prevailing Market (hereinafter defined) rate per rentable square foot for the Building or (b) the Base Annual Rent in effect for the last year of the Building occupied by Sublessee, then applicable Lease Term plus the CPI Increase (ii) Sublessee’s obligation to pay Expenses as provided herein, and (iii) any other relevant factors either Sublessee or Sublessor wishes to bring to defined below). Base Annual Rent during the attention of Extension Term will increase in accordance with the other or to a real estate professional called upon to assist increases assumed in the determination of the fair market rental Prevailing Market rate. Base Annual Rent attributable to the Leased Premises will be payable in monthly installments in accordance with the terms and conditions of Article 3 of this Lease. The Extension Rental Rate shall “Prevailing Market” rate will be determined as follows: in the event Sublessee timely exercises an Extension Option in accordance herewith, within ten (10) business set forth below. Within 15 days after Sublessor receives Sublesseereceipt of Tenant’s Initial Extension Notice, Sublessor shall notify Sublessee in writing of Sublessor’s good faith determination Landlord will advise Tenant of the fair market rental applicable Base Annual Rent rate for the Leased Premises for the Extension Term. Tenant, within 15 days after the date on which Landlord advises Tenant of the applicable Base Annual Rent rate for the Extension Term, will either (i) give Landlord final binding written notice (“Sublessor’s Extension Term Rental Binding Notice”), which notice shall set forth in reasonable detail Sublessor’s determination ) of such fair market rental rate and shall provide separately, if Sublessor wishes, rent concessions and/or tenant improvement allowances that Sublessor may wish to offer, and the amount by which Sublessor’s estimate of the fair market rental rate would increase as a result of the granting of such concessions (the “Concession Rate Amount”) and shall set forth Sublessor’s determination of the expiration date of the Negotiation Period. Sublessee shall have ten (10) business days from the date of Sublessor’s Extension Term Rental Notice to either accept or dispute Sublessor’s determination of the fair market rental rate. In the event that Sublessee disputes Sublessor’s determination of the fair market rental rate, Sublessee shall so notify Sublessor and advise Sublessor of Sublessee’s determination of the fair market rental rate (which notice shall set forth in reasonable detail Sublessee’s determination of the fair market rental rate as well as concessions and improvement allowances it may be seeking, including an alternate Concession Rate Amount). If Sublessor and Sublessee cannot agree upon the Extension Rental Rate within sixty (60) days of the date of Sublessor’s Extension Term Rental Notice (the “Negotiation Period”), Sublessee, at Sublessee’s option, shall give Sublessor, within three (3) business days of the expiration of the Negotiation Period, one of the following written notices: (a) a written notice revoking SublesseeTenant’s exercise of such its Extension Option, or (bii) a if Tenant disagrees with Landlord’s determination, provide Landlord with written notice stating that Sublessee wishes to submit of rejection (the matter to arbitration as set forth below. If Sublessee does not provide either notice, the exercise of such Extension Option shall be deemed revoked. If option (b) is chosen, Sublessor and Sublessee shall simultaneously exchange, on the fifth (5th) business day following the expiration of the Negotiation Period, statements setting forth each such party’s final determination of the fair market rental rate (each, a “Statement of Rental RateRejection Notice”), including any Concession Rate Amount (separately stated), together with such backup information as to such party’s determination of the fair market rental rate and/or any Concession Rate Amount as such party wishes to include (and, in the case of Sublessor, the fair market rental rate in such Statement of Rental Rate shall not be greater than that set forth in Sublessor’s Extension Term Rental Notice and, in the case of Sublessee, the fair market rental rate in such Statement of Rental Rate shall not be less than that set forth in Sublessee’s initial determination of the fair market rental rate provided in response to Sublessor’s Extension Term Rental Notice). If the higher Tenant fails to provide Landlord with either a Binding Notice or Rejection Notice within such 15-day period, Tenant’s Extension Option will be null and void and of the two (2) determinations of the fair market rental rate is equal to or less than 110% of the lesser determinationno further force and effect. If Tenant provides Landlord with a Binding Notice, then Landlord and Tenant will enter into the Extension Rental Rate shall be Amendment (as defined below) upon the average of the two determinations. Otherwise, Sublessor terms and Sublessee shall mutually select a real estate professional with at least ten (10) years’ continuous experience in the business of appraising or marketing multi-tenant mix-use commercial office, warehouse and industrial buildings in the greater Portsmouth area (the “Valuation Expert”) to resolve the dispute as to the Extension Rental Rateconditions set forth herein. If Sublessor Tenant provides Landlord with a Rejection Notice, Landlord and Sublessee cannot Tenant will work together in good faith to agree upon the designation of the Valuation Expert within ten (10) business days of the exchange of the Statements of Rental Rate, the parties shall apply to the New Hampshire Chapter of the Appraisal Institute (the “NHAI”) for appointment of a qualified Valuation Expert as follows: (i) the NHAI shall provide Sublessor and Sublessee with a list of five qualified Valuation Experts; (ii) within five (5) business days after such list is produced, each of Sublessor and Sublessee shall notify NHAI and the other party of those proposed experts that are acceptable (and, if desired, ranking the same), each being entitled to strike up to two candidates; (iii) if one party fails to send back its selections, then NHAI shall appoint the number one ranked expert proposed by the other party; if both parties fail to send back their selections, NHAI shall appoint a Valuation Expert in its discretion; and if both parties timely return their selections, then the Valuation Expert will be proposed expert that is the highest ranked (on a combined basis) by the parties as determined by NHAI. The Valuation Expert appointed by NHAI shall be final and binding upon Sublessor and Sublessee. Within five (5) business days of the selection of the Valuation Expert, Sublessor and Sublessee 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 fifteen (15) business 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 fair market rental Prevailing Market rate for the Leased Premises and during the fair market rental rate set forth in that submission shall be the Extension Rental Rate for such Extension Term. The Valuation Expert shall give notice of his or her determination to Sublessor Upon agreement, Tenant will provide Landlord with Binding Notice and Sublessee, Landlord and such decision shall be final and conclusively binding upon Sublessor and Sublessee. In addition, Sublessee shall be entitled to elect to take advantage of the concessions last offered by Sublessor and include the Concession Rate Amount in Tenant will enter into the Extension Rental Rate by notice to Sublessor given within thirty (30) days of the final determination by the Valuation Expert. Each party shall pay the fees and expenses of any 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 of the fair market rental rate was determined by the Valuation Expert not to most accurately and closely reflect the fair market rental rate of the Leased Premises shall pay the fees and expenses of the Valuation Expert. Sublessor and Sublessee shall execute an amendment to this Lease within thirty (30) days after the determination of the Extension Rental Rate (Amendment in accordance with the procedure set forth above) for the applicable Extension Term, which amendment shall set forth the Extension Term, the Extension Rental Rate, and all other terms and conditions for such Extension Term; provided, however, any failure to execute such amendment shall not affect such Extension Term or any terms or conditions for Sublessee’s leasing of the Premises for the applicable Extension Termhereof.

Extension Terms. Sublessee Provided that (a) no Event of Default has occurred and not been cured prior to such time, and (b) Tenant is not in default of this Lease at the time of exercise or at any time thereafter prior to the scheduled Expiration Date, Tenant shall have two (2) successive consecutive options (each, an “Extension Option”) to extend the Term of this Lease (the "Extension Options") for periods the number of five (5) years each (eachand/or months set forth as the "Extension Terms" in the Basic Lease Information Sheet as Item 10, an “Extension Term”), the first of which Extension Term shall commence on the termination date of the Base Term, and the second of which shall commence ------- commencing on the day immediately following after the expiration of the Initial Term or the first Extension Term, said Extended Terms as applicable, and continuing through the Expiration Date, subject to be on all of the same terms and conditions as the Lease of this Lease, except that (i) Base Rent shall be adjusted as provided in Section 2.6(b), (ii) Landlord shall have -------------- no obligation to alter the Lease shall contain no further options to extend after Premises for the expiration of the second Extension TermTerms, and (iiiii) Tenant shall not have any additional rights to extend the Fixed Rental Rate applicable Term, except to each the extent an Extension Term shall Option remains to be computed as set forth below and not be subject to annual adjustment as provided in the reference dataexercised hereunder. Sublessee Tenant shall provide Landlord with irrevocable written notice (“Sublessee’s Extension Notice”) to Sublessor of its determination Xxxxxx's intent to exercise each such Extension Option no later than twelve fifteen (1215) months prior to the expiration of the Initial Term or the first Extension Term, as applicable. If Tenant does not deliver a notice of exercise by the appropriate date then current Term (“Notice the Extension Option(s) shall immediately terminate and be of no further force or effect and this Lease shall terminate on the scheduled Expiration Date”). The Fixed Rental Rate for each Extension Term shall be 90% of If Tenant does not exercise the fair market rental rate (the “Extension Rental Rate”) for the Leased Premises, which is defined as the then prevailing fair market net rental rate for office and warehouse space at comparable property in the Portsmouth and Dover, NH markets assuming no adjustment thereto during the applicable Extension Term and no free rent period or tenant improvement allowances, excluding the value of any Alterations or other improvements made to the Premises that were paid for by Sublessee and taking into consideration factors such as (i) the percentage of the Building occupied by Sublessee, (ii) Sublessee’s obligation to pay Expenses as provided herein, and (iii) any other relevant factors either Sublessee or Sublessor wishes to bring to the attention of the other or to a real estate professional called upon to assist in the determination of the fair market rental rate. The Extension Rental Rate shall be determined as follows: in the event Sublessee timely exercises an first Extension Option in accordance herewith, within ten (10) business days after Sublessor receives Sublessee’s Extension Notice, Sublessor shall notify Sublessee in writing of Sublessor’s good faith determination of then the fair market rental rate (“Sublessor’s Extension Term Rental Notice”), which notice shall set forth in reasonable detail Sublessor’s determination of such fair market rental rate and shall provide separately, if Sublessor wishes, rent concessions and/or tenant improvement allowances that Sublessor may wish to offer, and the amount by which Sublessor’s estimate of the fair market rental rate would increase as a result of the granting of such concessions (the “Concession Rate Amount”) and shall set forth Sublessor’s determination of the expiration date of the Negotiation Period. Sublessee shall have ten (10) business days from the date of Sublessor’s Extension Term Rental Notice to either accept or dispute Sublessor’s determination of the fair market rental rate. In the event that Sublessee disputes Sublessor’s determination of the fair market rental rate, Sublessee shall so notify Sublessor and advise Sublessor of Sublessee’s determination of the fair market rental rate (which notice shall set forth in reasonable detail Sublessee’s determination of the fair market rental rate as well as concessions and improvement allowances it may be seeking, including an alternate Concession Rate Amount). If Sublessor and Sublessee cannot agree upon the Extension Rental Rate within sixty (60) days of the date of Sublessor’s Extension Term Rental Notice (the “Negotiation Period”), Sublessee, at Sublessee’s option, shall give Sublessor, within three (3) business days of the expiration of the Negotiation Period, one of the following written notices: (a) a written notice revoking Sublessee’s exercise of such Extension Option, or (b) a written notice stating that Sublessee wishes to submit the matter to arbitration as set forth below. If Sublessee does not provide either notice, the exercise of such second Extension Option shall terminate and be deemed revokedof no further force or effect. If option (bTenant's Extension Options shall extend to any Permitted Transferee under Section 8.1(b) is chosenof this Lease, Sublessor and Sublessee shall simultaneously exchange, on the fifth (5th) business day following the expiration of the Negotiation Period, statements setting forth each such party’s final determination of the fair market rental rate (each, a “Statement of Rental Rate”), including any Concession Rate Amount (separately stated), together with such backup information as to such party’s determination of the fair market rental rate and/or any Concession Rate Amount as such party wishes to include (and, in the case of Sublessor, the fair market rental rate in such Statement of Rental Rate shall but may -------------- not be greater than that set forth in Sublessor’s Extension Term Rental Notice and, in the case of Sublessee, the fair market rental rate in such Statement of Rental Rate shall not be less than that set forth in Sublessee’s initial determination of the fair market rental rate provided in response to Sublessor’s Extension Term Rental Notice). If the higher of the two (2) determinations of the fair market rental rate is equal to or less than 110% of the lesser determination, then the Extension Rental Rate shall be the average of the two determinations. Otherwise, Sublessor and Sublessee shall mutually select a real estate professional with at least ten (10) years’ continuous experience in the business of appraising or marketing multi-tenant mix-use commercial office, warehouse and industrial buildings in the greater Portsmouth area (the “Valuation Expert”) to resolve the dispute as to the Extension Rental Rate. If Sublessor and Sublessee cannot agree upon the designation of the Valuation Expert within ten (10) business days of the exchange of the Statements of Rental Rate, the parties shall apply to the New Hampshire Chapter of the Appraisal Institute (the “NHAI”) for appointment of a qualified Valuation Expert as follows: (i) the NHAI shall provide Sublessor and Sublessee with a list of five qualified Valuation Experts; (ii) within five (5) business days after such list is produced, each of Sublessor and Sublessee shall notify NHAI and the exercised by any other party of those proposed experts that are acceptable (and, if desired, ranking the same), each being entitled to strike up to two candidates; (iii) if one party fails to send back its selections, then NHAI shall appoint the number one ranked expert proposed by the other party; if both parties fail to send back their selections, NHAI shall appoint a Valuation Expert in its discretion; and if both parties timely return their selections, then the Valuation Expert will be proposed expert that is the highest ranked (on a combined basis) by the parties as determined by NHAI. The Valuation Expert appointed by NHAI shall be final and binding upon Sublessor and Sublessee. Within five (5) business days of the selection of the Valuation Expert, Sublessor and Sublessee 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 fifteen (15) business 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 fair market rental rate for the Leased Premises and the fair market rental rate set forth in that submission shall be the Extension Rental Rate for such Extension Term. The Valuation Expert shall give notice of his or her determination to Sublessor and Sublessee, and such decision shall be final and conclusively binding upon Sublessor and Sublessee. In addition, Sublessee shall be entitled to elect to take advantage of the concessions last offered by Sublessor and include the Concession Rate Amount in the Extension Rental Rate by notice to Sublessor given within thirty (30) days of the final determination by the Valuation Expert. Each party shall pay the fees and expenses of any 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 of the fair market rental rate was determined by the Valuation Expert not to most accurately and closely reflect the fair market rental rate of the Leased Premises shall pay the fees and expenses of the Valuation Expert. Sublessor and Sublessee shall execute an amendment to this Lease within thirty (30) days after the determination of the Extension Rental Rate (in accordance with the procedure set forth above) for the applicable Extension Term, which amendment shall set forth the Extension Term, the Extension Rental Rate, and all other terms and conditions for such Extension Term; provided, however, any failure to execute such amendment shall not affect such Extension Term or any terms or conditions for Sublessee’s leasing of the Premises for the applicable Extension TermTransferee without Landlord's prior written consent.

Extension Terms. Sublessee Tenant and/or its Permitted Transferee shall have two (2) successive options (eachthe right, an “Extension Option”) at its option, to extend the Initial Term of this Lease for periods of four (4) consecutive extension terms (the “Extension Terms”), each Extension Term being five (5) years each (each, an “Extension Term”), the first of which in length. Each Extension Term shall commence on the termination date of the Base Term, and the second of which shall commence on the day immediately following the expiration of the first Extension Term, said Extended Terms to be on the same terms and conditions as the Lease except that (i) the Lease shall contain no further options to extend after the expiration of the second Extension Term, and (ii) the Fixed Rental Rate applicable to each Extension Term shall be computed as set forth below and not be subject to annual adjustment as provided in the reference data. Sublessee shall provide written notice (“Sublessee’s Extension Notice”) to Sublessor of its determination to exercise each such Extension Option no later than twelve (12) months prior to the expiration of the then current Term (“Notice Date”). The Fixed Rental Rate for each Extension Term shall be 90% of the fair market rental rate (the “Extension Rental Rate”) for the Leased Premises, which is defined as the then prevailing fair market net rental rate for office and warehouse space at comparable property in the Portsmouth and Dover, NH markets assuming no adjustment thereto during the applicable Extension preceding Lease Term and no free rent period or tenant improvement allowances, excluding the value of any Alterations or other improvements made to the Premises that were paid for by Sublessee and taking into consideration factors such as (i) the percentage of the Building occupied by Sublessee, (ii) Sublessee’s obligation to pay Expenses as provided herein, and (iii) any other relevant factors either Sublessee or Sublessor wishes to bring to the attention of the other or to a real estate professional called upon to assist in the determination of the fair market rental rate. The Extension Rental Rate shall be determined as follows: in the event Sublessee timely exercises an Extension Option in accordance herewith, within ten (10) business days after Sublessor receives Sublessee’s Extension Notice, Sublessor shall notify Sublessee in writing of Sublessor’s good faith determination of the fair market rental rate (“Sublessor’s Extension Term Rental Notice”), which notice shall set forth in reasonable detail Sublessor’s determination of such fair market rental rate and shall provide separately, if Sublessor wishes, rent concessions and/or tenant improvement allowances that Sublessor may wish to offer, and the amount by which Sublessor’s estimate of the fair market rental rate would increase as a result of the granting of such concessions (the “Concession Rate Amount”) and shall set forth Sublessor’s determination of the expiration date of the Negotiation Period. Sublessee shall have ten (10) business days from the date of Sublessor’s Extension Term Rental Notice to either accept or dispute Sublessor’s determination of the fair market rental rate. In the event that Sublessee disputes Sublessor’s determination of the fair market rental rate, Sublessee shall so notify Sublessor and advise Sublessor of Sublessee’s determination of the fair market rental rate (which notice shall set forth in reasonable detail Sublessee’s determination of the fair market rental rate as well as concessions and improvement allowances it may be seeking, including an alternate Concession Rate Amount). If Sublessor and Sublessee cannot agree upon the Extension Rental Rate within sixty (60) days of the date of Sublessor’s Extension Term Rental Notice (the “Negotiation Period”), Sublessee, at Sublessee’s option, shall give Sublessor, within three (3) business days of the expiration of the Negotiation Period, one of the following written notices: (a) a written notice revoking Sublessee’s exercise of such Extension Option, or (b) a written notice stating that Sublessee wishes to submit the matter to arbitration as set forth below. If Sublessee does not provide either notice, the exercise of such Extension Option shall be deemed revoked. If option (b) is chosen, Sublessor and Sublessee shall simultaneously exchange, expire on the fifth (5th) business day following the expiration anniversary of the Negotiation Periodday on which the respective Extension Term commenced. The option to extend the Initial Term or any Extension Term of this Lease for an Extension Term as described above must be exercised by Tenant at least three (3) months, statements setting forth each such party’s final determination but no more than nine (9) months prior to the last day of the fair market rental rate (eachInitial Term or Extended Term, a “Statement of Rental Rate”), including any Concession Rate Amount (separately stated), together with such backup information as to such party’s determination of the fair market rental rate and/or any Concession Rate Amount as such party wishes to include (and, in the case may be. Failure of Sublessor, the fair market rental rate in such Statement Tenant to timely exercise any extension right shall terminate all further extension rights. The terms and conditions of Rental Rate shall not be greater than that set forth in Sublessor’s Extension Term Rental Notice and, in the case of Sublessee, the fair market rental rate in such Statement of Rental Rate shall not be less than that set forth in Sublessee’s initial determination of the fair market rental rate provided in response to Sublessor’s Extension Term Rental Notice). If the higher of the two (2) determinations of the fair market rental rate is equal to or less than 110% of the lesser determination, then the Extension Rental Rate shall be the average of the two determinations. Otherwise, Sublessor and Sublessee shall mutually select a real estate professional with at least ten (10) years’ continuous experience in the business of appraising or marketing multi-tenant mix-use commercial office, warehouse and industrial buildings in the greater Portsmouth area (the “Valuation Expert”) to resolve the dispute as to the Extension Rental Rate. If Sublessor and Sublessee cannot agree upon the designation of the Valuation Expert within ten (10) business days of the exchange of the Statements of Rental Rate, the parties this Lease shall apply to each Extension Term with the New Hampshire Chapter same force and effect as if such Extension Term had originally been included in the Initial Term of the Appraisal Institute (the “NHAI”) for appointment of a qualified Valuation Expert as follows: (i) the NHAI shall provide Sublessor and Sublessee with a list of five qualified Valuation Experts; (ii) within five (5) business days after such list is produced, each of Sublessor and Sublessee shall notify NHAI and the other party of those proposed experts that are acceptable (and, if desired, ranking the same), each being entitled to strike up to two candidates; (iii) if one party fails to send back its selections, then NHAI shall appoint the number one ranked expert proposed by the other party; if both parties fail to send back their selections, NHAI shall appoint a Valuation Expert in its discretion; and if both parties timely return their selections, then the Valuation Expert will be proposed expert that is the highest ranked (on a combined basis) by the parties as determined by NHAILease. The Valuation Expert appointed by NHAI right of Tenant to exercise its right to extend the Initial Term and for any Extension Term shall be final conditioned upon this Lease being in full force and binding upon Sublessor effect, and Sublessee. Within five (5) business days no Event of Default then existing as of both the date that Tenant notifies Landlord of Tenant’s decision to extend the term of this Lease for any of the selection of the Valuation Expert, Sublessor and Sublessee shall each submit to the Valuation Expert a copy of its Statement of Rental RateExtension Terms. The Initial Term, together with any supporting material. The Valuation Expert shall not perform his own valuationExtension Term which Tenant properly exercises its option with respect to, but rather, shall, within fifteen (15) business days after receipt of such submissions, select as the Extension Rental Rate the submission and for which the Valuation Expert concludes most closely and accurately reflects conditions related thereto are satisfied, shall constitute the fair market rental rate for the Leased Premises and the fair market rental rate set forth in that submission shall be the Extension Rental Rate for such Extension “Term. The Valuation Expert shall give notice ” of his or her determination to Sublessor and Sublessee, and such decision shall be final and conclusively binding upon Sublessor and Sublessee. In addition, Sublessee shall be entitled to elect to take advantage of the concessions last offered by Sublessor and include the Concession Rate Amount in the Extension Rental Rate by notice to Sublessor given within thirty (30) days of the final determination by the Valuation Expert. Each party shall pay the fees and expenses of any 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 of the fair market rental rate was determined by the Valuation Expert not to most accurately and closely reflect the fair market rental rate of the Leased Premises shall pay the fees and expenses of the Valuation Expert. Sublessor and Sublessee shall execute an amendment to this Lease within thirty (30) days after the determination of the Extension Rental Rate (in accordance with the procedure set forth above) for the applicable Extension Term, which amendment shall set forth the Extension Term, the Extension Rental Rate, and all other terms and conditions for such Extension Term; provided, however, any failure to execute such amendment shall not affect such Extension Term or any terms or conditions for Sublessee’s leasing of the Premises for the applicable Extension TermLease.

Extension Terms. Sublessee If no Event of Default by Tenant exists at the time of the exercise of the option and at the commencement of any Extension Term, Tenant shall have two (2) successive options (eachthe option, an “Extension Option”) subject to the provisions hereof, to extend the Initial Term for all of the space then included in the Premises for one or more of three successive five-year periods of five (5) years each (eachsuch period, an “"Extension Term”"), exerciseable as provided below (it being understood that Tenant shall not have the first right to exercise more than one such option at a time). Annual Fixed Rent per square foot of which Extension Term shall commence on the termination date of the Base Term, and the second of which shall commence on the day immediately following the expiration of the first Extension Term, said Extended Terms to be on the same terms and conditions as the Lease except that (i) the Lease shall contain no further options to extend after the expiration of the second Extension Term, and (ii) the Fixed Rental Rate applicable to Rentable Floor Area during each such Extension Term shall be computed "Fair Market Net Rent," which shall be the annual fair market net rent per square foot for comparable premises in first class suburban office and research and development buildings in the Interstate 495 area in the condition of the Building as of the commencement of such Extension Term (or in such better condition in which the Premises are required to be maintained) for a similar term commencing on the commencement date for such Extension Term under the terms of this Lease (excluding from such calculation finish work allowances, rent abatements and the like). Rent for any Extension Term shall also incorporate such additional financial terms in the nature of rent and rent adjustments as are customarily then being included in leases for first class suburban office and research space in such buildings. Such payments shall be made in accordance with the procedures set forth below in Article II of the Lease. Except as otherwise set forth herein, all terms and not be subject to annual adjustment as provided in conditions of the reference data. Sublessee Lease shall provide written notice (“Sublessee’s Extension Notice”) to Sublessor of its determination to exercise each apply during such Extension Option no later than twelve (12) months prior to the expiration of the then current Term (“Notice Date”)Term. The Fixed Rental Rate option to extend the Lease for each the first Extension Term shall be 90% of the fair market rental rate (the “Extension Rental Rate”) for the Leased Premises, which is defined as the then prevailing fair market net rental rate for office exercised and warehouse space at comparable property in the Portsmouth and Dover, NH markets assuming no adjustment thereto during the applicable Extension Term and no free rent period or tenant improvement allowances, excluding the value of any Alterations or other improvements made to the Premises that were paid for by Sublessee and taking into consideration factors such as (i) the percentage of the Building occupied by Sublessee, (ii) Sublessee’s obligation to pay Expenses as provided herein, and (iii) any other relevant factors either Sublessee or Sublessor wishes to bring to the attention of the other or to a real estate professional called upon to assist in the determination of the fair market rental rate. The Extension Rental Rate Fair Market Net Rent shall be determined as follows: in : (a) Tenant shall, on or before the event Sublessee timely exercises an Extension Option in accordance herewithdate one year before the Initial Term Expiration Date, within ten (10) business days after Sublessor receives Sublessee’s Extension Notice, Sublessor shall notify Sublessee in writing of Sublessor’s good faith determination time being of the fair market rental rate essence, give Landlord notice of its exercise of the first extension option. (“Sublessor’s Extension Term Rental Notice”b) If Tenant has given the notice described in subparagraph (a), which Landlord shall give Tenant notice shall set forth in reasonable detail Sublessor’s determination of such fair market rental rate its proposed Fair Market Net Rent and shall provide separately, if Sublessor wishes, rent concessions and/or tenant improvement allowances that Sublessor may wish to offer, and the amount by which Sublessor’s estimate description of the fair market rental rate would increase as a result of the granting of such concessions any additional financial terms (the “Concession Rate Amount”"Rent Notice") and shall set forth Sublessor’s determination of the expiration date of the Negotiation Period. Sublessee shall have ten (10) business days from the date of Sublessor’s Extension Term Rental Notice to either accept or dispute Sublessor’s determination of the fair market rental rate. In the event that Sublessee disputes Sublessor’s determination of the fair market rental rate, Sublessee shall so notify Sublessor and advise Sublessor of Sublessee’s determination of the fair market rental rate (which notice shall set forth in reasonable detail Sublessee’s determination of the fair market rental rate as well as concessions and improvement allowances it may be seeking, including an alternate Concession Rate Amount). If Sublessor and Sublessee cannot agree upon the Extension Rental Rate at any time within sixty (60) days of the date of Sublessor’s Extension Term Rental Notice Tenant's notice. (the “Negotiation Period”), Sublessee, at Sublessee’s option, shall give Sublessor, within three (3c) business Within 30 days of the expiration receipt of the Negotiation PeriodLandlord's Rent Notice, one Tenant shall notify Landlord of the following written notices: (a) a written notice revoking Sublessee’s exercise of such Extension Option, or (b) a written notice stating that Sublessee wishes to submit the matter to arbitration as set forth below. If Sublessee does not provide either notice, the exercise of such Extension Option shall be deemed revoked. If option (b) is chosen, Sublessor and Sublessee shall simultaneously exchange, on the fifth (5th) business day following the expiration of the Negotiation Period, statements setting forth each such party’s final determination of the fair market rental rate (each, a “Statement of Rental Rate”), including any Concession Rate Amount (separately stated), together with such backup information as to such party’s determination of the fair market rental rate and/or any Concession Rate Amount as such party wishes to include (and, in the case of Sublessor, the fair market rental rate in such Statement of Rental Rate shall not be greater than that set forth in Sublessor’s Extension Term Rental Notice and, in the case of Sublessee, the fair market rental rate in such Statement of Rental Rate shall not be less than that set forth in Sublessee’s initial determination of the fair market rental rate provided in response to Sublessor’s Extension Term Rental Notice). If the higher of the two (2) determinations of the fair market rental rate is equal Tenant's agreement to or less than 110% of the lesser determination, then the Extension Rental Rate shall be the average of the two determinations. Otherwise, Sublessor and Sublessee shall mutually select a real estate professional with at least ten (10) years’ continuous experience in the business of appraising or marketing multi-tenant mix-use commercial office, warehouse and industrial buildings in the greater Portsmouth area (the “Valuation Expert”) to resolve the dispute as to the Extension Rental Rate. If Sublessor and Sublessee cannot agree upon the designation of the Valuation Expert within ten (10) business days of the exchange of the Statements of Rental Rate, the parties shall apply to the New Hampshire Chapter of the Appraisal Institute (the “NHAI”) for appointment of a qualified Valuation Expert as follows: (i) the NHAI shall provide Sublessor and Sublessee with a list of five qualified Valuation Experts; (ii) within five (5) business days after such list is produced, each of Sublessor and Sublessee shall notify NHAI and the other party of those proposed experts that are acceptable (and, if desired, ranking the same), each being entitled to strike up to two candidates; (iii) if one party fails to send back its selections, then NHAI shall appoint the number one ranked expert proposed by the other party; if both parties fail to send back their selections, NHAI shall appoint a Valuation Expert in its discretion; and if both parties timely return their selections, then the Valuation Expert will be proposed expert that is the highest ranked (on a combined basis) by the parties as determined by NHAI. The Valuation Expert appointed by NHAI shall be final and binding upon Sublessor and Sublessee. Within five (5) business days of the selection of the Valuation Expert, Sublessor and Sublessee 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 fifteen (15) business 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 fair market rental rate for the Leased Premises and the fair market rental rate set forth in that submission shall be the Extension Rental Rate for such Extension Term. The Valuation Expert shall give notice of his or her determination to Sublessor and Sublessee, and such decision shall be final and conclusively binding upon Sublessor and Sublessee. In addition, Sublessee shall be entitled to elect to take advantage of the concessions last offered by Sublessor and include the Concession Rate Amount in the Extension Rental Rate by notice to Sublessor given within thirty (30) days of the final determination by the Valuation Expert. Each party shall pay the fees and expenses of any 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 of the fair market rental rate was determined by the Valuation Expert not to most accurately and closely reflect the fair market rental rate of the Leased Premises shall pay the fees and expenses of the Valuation Expert. Sublessor and Sublessee shall execute an amendment to this Lease within thirty (30) days after the determination of the Extension Rental Rate (in accordance disagreement with the procedure set forth above) for the applicable Extension Term, which amendment shall set forth the Extension Term, the Extension Rental Rate, and all other terms and conditions for such Extension Term; provided, however, any failure to execute such amendment shall not affect such Extension Term or any terms or conditions for Sublessee’s leasing of the Premises for the applicable Extension Term.Landlord's

Extension Terms. Sublessee If at the time of the exercise of the option described herein and at the commencement of any extension term (A) no default by Subtenant under this Sublease remains uncured beyond any applicable grace or cure period, and (B) not more than twenty-five percent (25%) of the Leased Premises are subject to a sub-sublease or license, then Subtenant shall have two (2) successive options (eachthe option, an “Extension Option”) subject to the provisions hereof, to extend the Initial Term with respect to the entire Leased Premises for two five-year periods commencing on October 1, 2010 and October 1, 2015, respectively. Base Rent per square foot of five (5) years each (eachRentable Floor Area during any such extension term shall be "Fair Market Rent", an “Extension Term”), which shall be defined herein as the first of annual fair market rent per square foot for comparable warehouse premises in the greater metropolitan area in which Extension Term shall commence the Leased Premises are located and in the condition in which the Leased Premises are required to be maintained for a similar term commencing on the termination commencement date of for the Base Term, extension term in question and the second of which shall commence on the day immediately following the expiration of the first Extension Term, said Extended Terms to be on the same terms and conditions as the Lease except that (i) the Lease shall contain no further options to extend after the expiration of the second Extension Term, and (ii) the Fixed Rental Rate applicable to each Extension Term shall be computed with operating expenses paid as set forth below and not be subject to annual adjustment as provided in the reference data. Sublessee shall provide written notice (“Sublessee’s Extension Notice”) to Sublessor Lease and otherwise under the terms of its determination to exercise each such Extension Option no later than twelve (12) months prior to the expiration of the then current Term (“Notice Date”)this Sublease. The Fixed Rental Rate option to extend this Sublease for each Extension Term extension term shall be 90% of the fair market rental rate (the “Extension Rental Rate”) for the Leased Premises, which is defined as the then prevailing fair market net rental rate for office exercised and warehouse space at comparable property in the Portsmouth and Dover, NH markets assuming no adjustment thereto during the applicable Extension Term and no free rent period or tenant improvement allowances, excluding the value of any Alterations or other improvements made to the Premises that were paid for by Sublessee and taking into consideration factors such as (i) the percentage of the Building occupied by Sublessee, (ii) Sublessee’s obligation to pay Expenses as provided herein, and (iii) any other relevant factors either Sublessee or Sublessor wishes to bring to the attention of the other or to a real estate professional called upon to assist in the determination of the fair market rental rate. The Extension Rental Rate Fair Market Rent shall be determined as follows: in : (i) Subtenant shall, on a date not less than one (1) year and not more than fifteen (15) months before the event Sublessee Initial Term is then scheduled to expire, time being of the essence, give Sublandlord notice of its exercise of the extension option for the initial five (5) year extension term. If applicable, Subtenant shall, on a date not less than one (1) year and not more than fifteen (15) months before the initial five (5) year extension term is scheduled to expire, time being of the essence, give Sublandlord notice of its exercise of the extension option for the second five (5) year extension term. If Subtenant shall fail to give Sublandlord timely exercises an Extension Option notice of exercise in accordance herewithwith the preceding sentences, within ten (10) business days after Sublessor receives Sublessee’s Extension NoticeSubtenant's option to extend the Term and any subsequent extension option shall expire and be of no further effect. Subtenant shall have no right hereunder to assign, Sublessor shall notify Sublessee in writing transfer or otherwise confer upon any sub-subtenant or licensee of Sublessor’s good faith determination all or any part of the fair market rental rate Leased Premises (“Sublessor’s Extension Term Rental Notice”)other than Church & Xxxxxx Co., which notice shall set forth in reasonable detail Sublessor’s determination of such fair market rental rate and shall provide separately, if Sublessor wishes, rent concessions and/or tenant improvement allowances that Sublessor may wish Inc.) Subtenant's extension rights hereunder with respect to offer, and the amount by which Sublessor’s estimate any portion of the fair market rental rate would increase as a result Leased Premises greater than twenty-five percent (25%) of the granting entire Leased Premises. (ii) If Subtenant has given a notice of such concessions extension described in and in accordance with clause (i) above, Sublandlord shall give both Subtenant and Church & Xxxxxx Co., Inc. notice of its proposed Fair Market Rent (the “Concession Rate Amount”"Rent Notice") and shall set forth Sublessor’s determination of with respect to the expiration date of the Negotiation Period. Sublessee shall have ten (10) business days from the date of Sublessor’s Extension Term Rental Notice to either accept or dispute Sublessor’s determination of the fair market rental rate. In the event that Sublessee disputes Sublessor’s determination of the fair market rental rateapplicable extension term at any time within, Sublessee shall so notify Sublessor and advise Sublessor of Sublessee’s determination of the fair market rental rate (which notice shall set forth in reasonable detail Sublessee’s determination of the fair market rental rate as well as concessions and improvement allowances it may be seekingbut no later than, including an alternate Concession Rate Amount). If Sublessor and Sublessee cannot agree upon the Extension Rental Rate within sixty (60) days of the date of Sublessor’s Extension Term Rental Notice such Subtenant's notice. (the “Negotiation Period”), Sublessee, at Sublessee’s option, shall give Sublessor, within three iii) Within thirty (330) business days of receipt of Sublandlord's Rent Notice, Subtenant shall notify Sublandlord of Subtenant's agreement to or disagreement with the expiration terms of Sublandlord's Rent Notice. If Subtenant shall fail timely to respond to any Sublandlord's Rent Notice given under clause (ii) above within such thirty (30) day period, time being of the Negotiation Periodessence, one of Base Rent for the following written notices: (a) a written notice revoking Sublessee’s exercise of such Extension Option, or (b) a written notice stating that Sublessee wishes to submit the matter to arbitration as set forth below. If Sublessee does not provide either notice, the exercise of such Extension Option extension term shall be deemed revoked. If option (b) is chosen, Sublessor and Sublessee shall simultaneously exchange, on the fifth (5th) business day following the expiration of the Negotiation Period, statements setting forth each such party’s final determination of the fair market rental rate (each, a “Statement of Rental Rate”), including any Concession Rate Amount (separately stated), together with such backup information as to such party’s determination of the fair market rental rate and/or any Concession Rate Amount as such party wishes to include (and, in the case of Sublessor, the fair market rental rate in such Statement of Rental Rate shall not be greater than that Fair Market Rent set forth in Sublessor’s Extension Term Rental Notice andsuch Rent Notice. At Subtenant's request, contained in the case of Sublesseeits timely reply to Sublandlord's Rent Notice, the fair market rental rate parties shall negotiate in good faith with respect to Fair Market Rent. If Subtenant and Sublandlord, having negotiated in good faith, shall agree on Fair Market Rent on or before the date sixty (60) days after the date of Sublandlord's Rent Notice, this Sublease shall be extended in accordance with such Statement of Rental Rate agreement. If the parties shall not have agreed by such date, Fair Market Rent shall be less than that set forth determined by appraisal as described in Sublessee’s initial determination clause (iv) below. (iv) If Sublandlord and Subtenant have not reached agreement as to Fair Market Rent with respect to any such extension term on or before the date which is sixty (60) days after the giving of Sublandlord's Rent Notice, Sublandlord shall give notice to Subtenant of an appraiser whom Sublandlord designates to ascertain such Fair Market Rent. If within ten (10) days of such notice Subtenant objects to such person, then Subtenant shall give notice to Sublandlord and designate another appraiser (and failure so to notify Sublandlord shall bind Subtenant to the fair market rental rate provided in response to Sublessor’s Extension Term Rental Noticeappraiser designated by Sublandlord). If within ten (10) days of such notice Sublandlord objects to such person (and failure so to notify Subtenant shall bind Sublandlord to the higher appraiser designated by Subtenant), then both such appraisers shall meet and within ten (10) days of such objection designate a third appraiser, who alone shall within sixty (60) days of his or her designation ascertain such Fair Market Rent. (If the two appraisers fail to designate the third appraiser within such time, then either Sublandlord or Subtenant may request the appropriate division of the two (2) determinations of New Jersey trial court to designate the fair market rental rate is equal to or less than 110% of the lesser determination, then the Extension Rental Rate third appraiser). Any appraiser designated shall be an independent, third party appraiser not affiliated with or previously employed by the average of the two determinations. Otherwise, Sublessor party designating such appraiser and Sublessee shall mutually select a real estate professional with have had at least ten (10) years’ continuous years experience in the business ownership, management, leasing and/or appraising of appraising or marketing multi-tenant mix-use commercial office, major industrial and warehouse and industrial buildings facilities in the greater Portsmouth metropolitan area (in which the “Valuation Expert”) to resolve the dispute as Leased Premises are located similar in character to the Extension Rental Rate. If Sublessor Building and Sublessee cannot agree upon shall be a member of M.A.I. or A.S.R.E.C. (or successor professional organizations) and otherwise qualify as an expert witness to give opinion testimony addressed to the issue of Fair Market Rent for facilities such as the Building in a court of competent jurisdiction; provided, however, that either party may designate a real estate professional without such qualification if the designation of such professional is consented to in advance of such designation by the Valuation Expert within other party, in its sole discretion, and further provided that a failure to reply to a request for such consent on or before the date the designation is required to be made (but in no event less than ten (10) business days prior to the date such party is requested to consent) shall be deemed a refusal of such consent. The written opinion of Fair Market Rent of the exchange appraiser so chosen shall conclusively establish Fair Market Rent for the applicable extension term. Both parties shall have the opportunity to present evidence in accordance with reasonable procedures prescribed by the appraiser. The fee of the Statements of Rental Rate, the parties appraiser shall apply to the New Hampshire Chapter of the Appraisal Institute (the “NHAI”) for appointment of a qualified Valuation Expert as follows: (i) the NHAI shall provide Sublessor and Sublessee with a list of five qualified Valuation Experts; (ii) within five (5) business days after such list is produced, each of Sublessor and Sublessee shall notify NHAI and the other party of those proposed experts that are acceptable (and, if desired, ranking the same), each being entitled to strike up to two candidates; (iii) if one party fails to send back its selections, then NHAI shall appoint the number one ranked expert proposed be paid equally by the other party; if both parties fail to send back their selectionsparties, NHAI shall appoint a Valuation Expert in its discretion; and if both parties timely return their selections, then the Valuation Expert will be proposed expert provided that is the highest ranked (on a combined basis) by the parties as determined by NHAI. The Valuation Expert appointed by NHAI shall be final and binding upon Sublessor and Sublessee. Within five (5) business days of the selection of the Valuation Expert, Sublessor and Sublessee 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 fifteen (15) business 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 fair market rental rate for the Leased Premises and the fair market rental rate set forth in that submission shall be the Extension Rental Rate for such Extension Term. The Valuation Expert shall give notice of his or her determination to Sublessor and Sublessee, and such decision shall be final and conclusively binding upon Sublessor and Sublessee. In addition, Sublessee shall be entitled to elect to take advantage of the concessions last offered by Sublessor and include the Concession Rate Amount in the Extension Rental Rate by notice to Sublessor given within thirty (30) days of the final determination by the Valuation Expert. Each party shall pay the fees of its own counsel and expenses of any real estate professional such party retains and such party’s counsel, if anywitnesses. Fair Market Rent may or may not, in connection with any proceeding under this paragraph, and the party whose determination discretion of the fair market rental rate was appraiser, be determined by with reference to applicable Consumer Price Indices or other increases, all as such appraiser decides is customary at the Valuation Expert time. In the event that for any reason the procedures set forth above are not completed prior to most accurately and closely reflect the fair market rental rate commencement of the Leased Premises applicable extension term, Subtenant shall pay on account of Base Rent at the fees and expenses rate per square foot established for Base Rent for the year prior to the beginning of the Valuation Expert. Sublessor extension term in question and Sublessee a retroactive adjustment shall execute an amendment to this Lease within thirty (30) days after the determination be made effective as of the Extension Rental Rate (in accordance with the procedure set forth above) for the applicable Extension Term, which amendment shall set forth the Extension Term, the Extension Rental Rate, and all other terms and conditions for such Extension Term; provided, however, any failure to execute such amendment shall not affect such Extension Term or any terms or conditions for Sublessee’s leasing beginning of the Premises for extension term when the applicable Extension Termappraiser's decision is rendered.