Common use of Fair Market Rent Clause in Contracts

Fair Market Rent. If Tenant properly and timely exercises the Extension Option pursuant to Section 3.2.1 above, such Extended Term shall be upon all of the same terms, covenants and conditions of this Lease; provided, however, that the Base Rent applicable to the Premises for the Extended Terms shall be the greater of: (1) the Base Rent and Escalation Rent as of the last month of the Initial Term, or (ii) one hundred percent (100%) of the “Fair Market Rent” for space comparable to the Premises as of the commencement of the Extended Term; provided further, however, that the Base Year during the Extended Term shall be the first full calendar year following the first day of the Extended Term. “Fair Market Rent” shall mean the annual rental being charged for first class space comparable to the Premises in buildings comparable to the Building in the financial district of San Francisco, taking into account location, condition and improvements to the space; provided, however, that Fair Market Rent shall not be discounted to reflect tenant improvement allowances granted to other tenants, but Landlord shall be obligated to contribute to Tenant upon commencement of the applicable Extended Term a refurbishment allowance equivalent to the refurbishment allowances granted to renewal tenants in buildings comparable to the Building in the financial district of San Francisco, which refurbishment allowance shall be used by Tenant, within one (1) year after receipt, for the improvement of the Premises. Tenant shall pay all leasing commissions and consulting fees payable in connection with such extensions, unless such leasing commissions or consulting fees arise solely out of a contractual relationship between Landlord and a broker or consultant. All other terms and conditions of the Lease, which may be amended from time to time by the parties in accordance with the provisions of the Lease, shall remain in full force and effect and shall apply during the Extended Term, except that there shall be no further option to extend the Term beyond a date five (5) years after the expiration of the Initial Term.

Fair Market Rent. If Approximately thirty (30) days after receipt of Tenant’s Extension Exercise Notice, Landlord shall notify Tenant properly and timely exercises the Extension Option pursuant to Section 3.2.1 above, such Extended Term shall be upon all in writing of Landlord’s estimate of the same terms, covenants and conditions of this Lease; provided, however, that the Base Monthly Rent applicable to the Premises for the Extended Terms shall be the greater of: (1) the Base Rent and Escalation Rent as first year of the last month applicable extension period, and the estimate of annual increases based upon the Landlord’s determination of the Initial Termsame. For purposes hereof, or (ii) one hundred percent (100%) of the “Fair Market Rent” for space comparable to the Premises as of the commencement of the Extended Term; provided further, however, that the Base Year during the Extended Term shall be the first full calendar year following the first day of the Extended Term. “Fair Market Rent” shall mean collectively, (1) Base Monthly Rent for the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual rental being charged increases determined at the time Base Monthly Rent for the first class space comparable year is determined. Within thirty (30) days after receipt of such notice from Landlord, Tenant shall have the right either to the Premises in buildings comparable to the Building in the financial district (i) accept Landlord’s estimate of San Francisco, taking into account location, condition and improvements to the space; provided, however, that Fair Market Rent or (ii) elect to arbitrate the Fair Market Rent against Landlord, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall not be discounted to reflect tenant improvement allowances granted to other tenants, but Landlord shall be obligated to contribute to Tenant upon commencement constitute acceptance of the Fair Market Rent for the applicable Extended Term extension period. If Tenant elects to compel arbitration, the parties agree to use good faith efforts to have the arbitration concluded within ninety (90) days after the date of Tenant’s election, subject to extension for an additional period if a refurbishment allowance equivalent third arbitrator is required and does not act in a timely manner. To the extent that arbitration has not been completed prior to the refurbishment allowances granted to renewal tenants in buildings comparable to the Building in the financial district expiration of San Franciscoany preceding period for which Base Monthly Rent has been determined, which refurbishment allowance shall be used by Tenant, within one (1) year after receipt, for the improvement of the Premises. Tenant shall pay all leasing commissions and consulting fees payable in connection with such extensionsBase Monthly Rent at the rate calculated by Landlord, unless such leasing commissions or consulting fees arise solely out of a contractual relationship between Landlord and a broker or consultant. All other terms and conditions of the Lease, which may be amended from time to time by the parties in accordance with the provisions of the Lease, shall remain in full force and effect and shall apply during the Extended Term, except that there shall potential for an adjustment to be no further option to extend the Term beyond a date five (5) years after the expiration of the Initial Termmade once Fair Market Rent is ultimately determined by arbitration.

Fair Market Rent. If Tenant properly and timely exercises the Tenant’s Extension Option pursuant to Section 3.2.1 above, such Extended Term shall be upon all of the same terms, covenants and conditions of this Lease; provided, however, that the Base Rent applicable to the Premises for the Extended Terms Term shall be the greater of: (1a) the Base Rent and Escalation Rent as of the last month of the Initial Term, or (iib) one hundred percent (100%) of the “Fair Market Rent” for space comparable to the Premises as of the commencement of the such Extended Term; provided further, however, that or (c) $56.00/square foot of Rentable Area during the Base Year during first 2 years of the Extended Term shall be and $58.25/square foot of Rentable Area during the first full calendar year following the first day remainder of the Extended Term. “Fair Market Rent” shall mean the annual rental being charged for first class space comparable to the Premises in buildings comparable to the Building in the financial district of San Francisco, taking into account location, condition and improvements to the space; provided, however, that Fair Market Rent shall not be discounted to reflect tenant improvement allowances granted to other tenants; provided further, but Landlord however, that the determination of Fair Market Rent shall be obligated to contribute to Tenant upon commencement of take into account the applicable Extended Term a refurbishment allowance equivalent to the refurbishment allowances granted to renewal tenants in buildings comparable to the Building in the financial district of San Francisco, which refurbishment allowance shall be used by Tenant, within one (1) 2001 calendar year after receipt, for the improvement of the PremisesBase Year under this Lease. Tenant shall pay all leasing commissions and consulting fees payable in connection with such extensions, unless such leasing commissions or consulting fees arise solely out of a contractual relationship between Landlord and a broker or consultant. All other terms and conditions of the Lease, which may be amended from time to time by the parties in accordance with the provisions of the Lease, shall remain in full force and effect and shall apply during the Extended Term, except that there shall be no further option to extend the Term beyond a date five (5) years after December 31, 2010. The Base Year shall remain 2001 during the expiration of the Initial entire Extended Term.

Fair Market Rent. If Tenant properly and timely exercises the Extension Option pursuant to Section 3.2.1 above, such Extended Term shall be upon all of the same terms, covenants and conditions of this Lease; provided, however, that the The Base Rent applicable to the Premises for the Extended Terms Term shall be the greater of: (1) the Base Rent and Escalation Rent as of the last month of the Initial Term, or (ii) one hundred percent (100%) of the “Fair Market Rent” Rent (as defined below) for space comparable to the Premises as of the commencement of the Extended Term; provided further, however, that the Base Year during the Extended Term shall be the first full calendar year following the first day of the Extended TermPremises. “Fair Market Rent” shall mean the annual rental being charged that a willing tenant would pay, and that a willing landlord would accept, at arm’s length, as of the commencement of the Extension Term, for first class space comparable to the Premises in buildings comparable Comparable Buildings, to be used for office purposes, based upon binding lease transactions for tenants in the Building and Comparable Buildings that, where possible, commence or are to commence within six (6) months prior to or within six (6) months after the commencement of the Extension Term (“Comparable Leases”). Comparable Leases shall include renewal and new non-renewal tenancies, but shall exclude subleases and leases of space subject to another tenant’s expansion rights. Rent rates payable under Comparable Leases shall be adjusted to account for variations between this Lease and the Comparable Leases with respect to: (a) the length of the Extension Term compared to the lease term of the Comparable Leases; (b) rental structure, including, without limitation, rental rates per rentable square foot (including type, gross or net, and if gross, adjusting for the base year or expense stop), and escalation provisions, (c) the size of the Premises compared to the size of the premises of the Comparable Leases; (d) the location of the floors of the Premises (including the view from such floors) compared to the location of and view from the floors of the premises of the Comparable Leases; (e) the efficiency of the floor plate of the Building compared to the efficiency of the floor plate of Comparable Buildings; (f) the ceiling heights of the Building compared to the ceiling heights of Comparable Buildings; (g) free rent, moving allowances and other cash payments affecting the rental rate; (h) the age and quality of construction of the Building (including compliance with applicable codes on the applicable floors) compared to the Comparable Buildings; (i) leasehold improvements and/or allowances, including the amounts thereof in renewal leases, and taking into account, in the financial district case of San Franciscorenewal leases (including this Lease), taking into account location, condition and the value of existing leasehold improvements to the spacerenewal tenant, such value to be based upon the age, design, quality of finishes, and layout of the existing improvements and the extent to which the same can be utilized by a general office user other than Tenant; provided(j) the access to public transit; (k) the availability of parking; (l) the signage rights under this Lease compared to signage rights under Comparable Leases, however, that Fair Market Rent shall not be discounted (m) the amenities available to reflect tenant improvement allowances granted to other tenants, but Landlord shall be obligated to contribute tenants in the Building and those exclusively available to Tenant upon commencement compared to amenities available to tenants in Comparable Buildings; (n) the energy efficiencies and environmental elements of the applicable Extended Term a refurbishment allowance equivalent Building compared to Comparable Buildings, including current LEED certification; and (o) the refurbishment allowances granted to renewal tenants in buildings comparable to the Building in the financial district of San Francisco, which refurbishment allowance shall be used by Tenant, within one (1) year after receipt, for the improvement of the Premises. Tenant shall pay all leasing fact that landlords are or are not paying real estate brokerage commissions and consulting fees payable in connection with such extensions, unless such leasing commissions Comparison Leases. The Fair Market Rate may include annual or consulting fees arise solely out of a contractual relationship between Landlord other periodic increases and a broker or consultant. All other terms and conditions may be less than the Base Rent existing as of the Lease, which may be amended from time to time by the parties in accordance with the provisions exercise of the Lease, shall remain in full force and effect and shall apply during the Extended Term, except that there shall be no further option to extend the Term beyond a date five (5) years after the expiration of the Initial TermExtension Option.

Fair Market Rent. If Tenant properly and timely exercises the Extension Option pursuant to Section 3.2.1 above, such Extended Term shall be upon all For purposes of the same termsLease, covenants and conditions of this Lease; provided, however, that the Base Rent applicable to the Premises for the Extended Terms shall be the greater of: (1) the Base Rent and Escalation Rent as of the last month of the Initial Term, or (ii) one hundred percent (100%) of the “term "Fair Market Rent” for space Rental Rate" shall mean the annual amount per rentable square foot that a comparable to landlord of a comparable building with comparable vacancy factors would accept in current transactions having commencement dates that are approximately the Premises same as the date of the commencement of the Extended Term; provided furtherapplicable Option Period between non-affiliated parties from new, howevernon-expansion, that non-renewal and non-equity tenants of comparable credit-worthiness, for comparable space, for a comparable use, for a comparable period of time ("Comparable Transactions") in the Base Year during the Extended Term Cascades Business Park, Sylmar and Van Nuys area. In any determination of Comparable Transactions appropriate consideration shall be the first full calendar year following the first day of the Extended Term. “Fair Market Rent” shall mean given to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, the type of escalation clause (e.g., whether increases in additional rent are determined on a net or gross basis, and if gross, whether such increases are determined according to a base year or a base dollar amount expense stop), the extent of Tenant's liability under the Lease, length of the lease term, size and location of premises being charged leased, the existence or absence of free rent, the existence or absence of a tenant improvement allowance, and other generally applicable conditions of tenancy for first class space comparable to such Comparable Transactions. For purposes of determining what constitutes Comparable Transactions, the Premises in buildings comparable shall be deemed to be improved with the Building in shell improvements, the financial district Existing Mezzanine, Landlord's Work and 15,000 square feet of San Franciscofinished offices (the "Assumed Improvements"). In addition, consideration shall be given to tenant improvement allowances provided for comparable transactions, taking into account location, condition and improvements the value of the Assumed Improvements. Other than to the space; providedextent they are part of the Assumed Improvements, howeverno increases or decreases in the rental or useable value of the Premises by improvements or additions made by Tenant at Tenant's expense shall be taken into consideration. No deduction shall be given nor consideration given to allowances for real estate brokerage commissions. In addition, in determining what constitutes a Comparable Transaction, in the event that during the term of this Lease any capital improvements have been made to the Premises or the common areas (other than the Tenant Improvements described in the preceding sentence), the remaining useful life <PAGE> -62- of those capital improvements will be taken into consideration. If the Fair Market Rental Rate includes a component of free rent or tenant improvement allowance, Landlord may, at Landlord's sole option, elect to (a) grant some or all of the free rent and/or tenant improvement allowance to Tenant; and (b) reduce the Base Rent component of the Fair Market Rental Value to an effective rental rate that takes into consideration the total dollar value of that portion of the free rent and/or tenant improvement allowance that Landlord has elected not to grant to Tenant (in which event that portion of the free rent and/or tenant improvement allowance evidenced in the effective rental rate shall not be discounted to reflect tenant improvement allowances granted to other tenants, but Landlord shall be obligated to contribute to Tenant upon commencement of the applicable Extended Term a refurbishment allowance equivalent to the refurbishment allowances granted to renewal tenants in buildings comparable to the Building in the financial district of San Francisco, which refurbishment allowance shall be used by Tenant, within one (1) year after receipt, for the improvement of the Premises). Tenant shall pay all leasing commissions and consulting fees payable in connection with such extensions, unless such leasing commissions or consulting fees arise solely out of a contractual relationship between Landlord and a broker or consultant. All other terms and conditions of the Lease, which may be amended from time to time by the parties in accordance with the provisions of the Lease, shall remain in full force and effect and shall apply during the Extended TermThe intent is that, except as limited in this paragraph 39.7, Tenant will obtain the same rent and other economic benefits that there shall be no further option to extend Landlord would otherwise give in Comparable Transactions and that Landlord will make, and receive the Term beyond a date five (5) years after the expiration of the Initial Termsame economic payments and concessions that Landlord would otherwise make, and receive in Comparable Transactions.

Fair Market Rent. If Tenant properly and timely exercises The monthly Base Rent payable during the Extension Option pursuant to Section 3.2.1 above, such First Extended Term shall be upon all of and the same terms, covenants and conditions of this Lease; provided, however, that the Base Rent applicable to the Premises for the Extended Terms shall be the greater of: (1) the Base Rent and Escalation Rent as of the last month of the Initial Term, or (ii) one hundred percent (100%) of the “Fair Market Rent” for space comparable to the Premises as of the commencement of the Extended Term; provided further, however, that the Base Year during the Second Extended Term shall be the first full calendar year following the first day of the Extended TermFair Market Rent (as defined below). For purposes hereof, “Fair Market Rent” shall mean the annual rental being charged amount of rent, expressed on a per rentable square foot basis, which a willing landlord and tenant, negotiating at arms' length, would accept for first class space comparable to the Premises in buildings comparable to the Building in the financial district of San Francisco, taking into account location, condition and improvements to the space; provided, however, that Expansion Premises. Fair Market Rent shall be based upon the rent for comparable space in comparable Class A buildings in the Hayward, Newark, North Fremont and Union City areas that are located within an eight (8) mile radius of the Park and are of a similar quality to, and with similar amenities and parking as, Building A (collectively, "Comparable Buildings") for a term of substantially equal duration to the Extended Term in question, commencing on or about the commencement date of such Extended Term. Expansion and renewal transactions shall not be discounted taken into consideration unless such expansion or renewal is pursuant to reflect a comparable definition of Fair Market Rent. Fair Market Rent shall take into consideration: (i) free rent, moving allowances and other similar concessions affecting the so-called "effective" rental rate; (ii) tenant improvement allowances granted to other build-outs or allowances; (iii) the creditworthiness of tenants; (iv) the type of escalation clause (e.g. whether increases in additional rent are determined on a net or gross basis, but Landlord shall be obligated to contribute to Tenant upon commencement and if gross, the applicable base year); (v) the size of the applicable Extended Term a refurbishment allowance equivalent to premises; (vi) the refurbishment allowances granted to renewal tenants value of any existing tenant improvements; and (vii) all other relevant factors. Fair Market Rent shall also reflect the then prevailing rent structure for comparable leases in buildings comparable to the Building in the financial district of San FranciscoComparable Buildings, which refurbishment allowance shall be used by Tenant, within one (1) year after receiptso that if, for example, at the improvement of time Fair Market Rent is being determined the Premises. Tenant prevailing rent structure for comparable space and for comparable lease terms includes periodic rent adjustments, Fair Market Rent shall pay all leasing commissions and consulting fees payable in connection with reflect such extensions, unless such leasing commissions or consulting fees arise solely out of a contractual relationship between Landlord and a broker or consultant. All other terms and conditions of the Lease, which may be amended from time to time by the parties in accordance with the provisions of the Lease, shall remain in full force and effect and shall apply during the Extended Term, except that there shall be no further option to extend the Term beyond a date five (5) years after the expiration of the Initial Termrent structure.

Fair Market Rent. If Approximately thirty (30) days after receipt of Tenant’s Extension Exercise Notice, Landlord shall notify Tenant properly and timely exercises the Extension Option pursuant to Section 3.2.1 above, such Extended Term shall be upon all in writing of Landlord’s estimate of the same terms, covenants and conditions of this Lease; provided, however, that the Base Monthly Rent applicable to the Premises for the Extended Terms shall be the greater of: (1) the Base Rent and Escalation Rent as first year of the last month applicable extension period, and the estimate of annual increases based upon the Landlord’s determination of the Initial Termsame. For purposes hereof, or (ii) one hundred percent (100%) of the “Fair Market Rent” for space comparable to the Premises as of the commencement of the Extended Term; provided further, however, that the Base Year during the Extended Term shall be the first full calendar year following the first day of the Extended Term. “Fair Market Rent” shall mean collectively, (1) Base Monthly Rent for the first year of the applicable extension period, which shall reflect the then-current rate for renewals of space in comparable Class A buildings (including the Building) in the Sunnyvale, Santa Xxxxx and Mountain View, California submarket (“Comparable Buildings”) in direct transactions with owners of Comparable Buildings (thus excluding any subleases or other indirect transactions), and (2) the annual rental being charged increases determined at the time Base Monthly Rent for the first class space comparable year is determined. Within thirty (30) days after receipt of such notice from Landlord, Tenant shall have the right either to the Premises in buildings comparable to the Building in the financial district (i) accept Landlord’s estimate of San Francisco, taking into account location, condition and improvements to the space; provided, however, that Fair Market Rent or (ii) elect to arbitrate the Fair Market Rent against Landlord, such arbitration to be conducted pursuant to the provisions hereof. Failure on the part of Tenant to require arbitration of Fair Market Rent within such thirty (30) day period shall not be discounted to reflect tenant improvement allowances granted to other tenants, but Landlord shall be obligated to contribute to Tenant upon commencement constitute acceptance of the Fair Market Rent for the applicable Extended Term extension period. If Tenant elects to compel arbitration, the parties agree to use good faith efforts to have the arbitration concluded within ninety (90) days after the date of Tenant’s election, subject to extension for an additional period if a refurbishment allowance equivalent third arbitrator is required and does not act in a timely manner. To the extent that arbitration has not been completed prior to the refurbishment allowances granted to renewal tenants in buildings comparable to the Building in the financial district expiration of San Franciscoany preceding period for which Base Monthly Rent has been determined, which refurbishment allowance shall be used by Tenant, within one (1) year after receipt, for the improvement of the Premises. Tenant shall pay all leasing commissions and consulting fees payable in connection with such extensionsBase Monthly Rent at the rate calculated by Landlord, unless such leasing commissions or consulting fees arise solely out of a contractual relationship between Landlord and a broker or consultant. All other terms and conditions of the Lease, which may be amended from time to time by the parties in accordance with the provisions of the Lease, shall remain in full force and effect and shall apply during the Extended Term, except that there shall potential for an adjustment to be no further option to extend the Term beyond a date five (5) years after the expiration of the Initial Termmade once Fair Market Rent is ultimately determined by arbitration. 4.

Fair Market Rent. If Tenant properly and timely exercises the Extension Option pursuant to Section 3.2.1 above, such Extended Term shall be upon all of the same terms, covenants and conditions of this Lease; provided, however, that the Base Rent applicable to the Premises for the Extended Terms shall be the greater of: (1) the Base Rent and Escalation Rent as of the last month of the Initial Term, or (ii) one hundred percent (100%) of the The term “Fair Market Rent” for space comparable to the Premises as purposes of the commencement of the Extended Term; provided further, however, that the Base Year determining Minimum Monthly Rent during the Extended Term shall be the first full calendar year following the first day of the Extended Term. “Fair Market Rent” Extension Period shall mean the annual rental being charged for first base monthly rent per rentable square foot of space generally applicable to renewals or extensions of full service office leases at comparable class space buildings of comparable to size, age, quality of the Premises in the Class “A” office buildings comparable to the Building in the financial district of San Francisco, California (“Comparable Buildings”) projected as of the first day of the Extension Period, with annual increases, by giving due consideration for the quality of the Building and improvements therein (including the quality of the then existing improvements in the Leased Premises), for a term comparable to the Extension Period at the time the commencement of the Extension Period is scheduled to commence, and for comparable space that is not subleased or subject to another party’s expansion rights or not leased to a tenant that holds an ownership interest in the landlord, and otherwise subject to the terms and conditions of this Lease that will be applicable during the Extension Period. The Fair Market Rent Rate takes into consideration the following concessions (the "Concessions") being granted for lease extensions or renewals in Comparable Buildings: (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account locationthe value, condition if any, of the existing improvements in the subject space, such value to be based upon the age, condition, design, quality of finishes and improvements to layout of the improvements; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Market Rent shall not be discounted to reflect tenant improvement allowances granted to other tenantsRent, but Landlord no consideration shall be obligated to contribute to Tenant upon commencement of the applicable Extended Term a refurbishment allowance equivalent given (i) to the refurbishment allowances granted fact that Landlord is or is not required to renewal tenants pay a real estate brokerage commission in buildings comparable connection with Tenant's exercise of its option to extend the Building in Term, or the financial district of San Francisco, which refurbishment allowance shall be used by Tenant, within one (1) year after receipt, for the improvement of the Premises. Tenant shall pay all leasing fact that landlords are or are not paying real estate brokerage commissions and consulting fees payable in connection with such extensionscomparable space, unless and (ii) any period of rental abatement, if any, granted to tenants in such leasing commissions or consulting fees arise solely out of a contractual relationship between Landlord and a broker or consultant. All other terms and conditions of the Lease, which may be amended from time to time by the parties comparable transactions in accordance connection with the provisions design, permitting and construction of the Lease, shall remain tenant improvements in full force and effect and shall apply during the Extended Term, except that there shall be no further option to extend the Term beyond a date five (5) years after the expiration of the Initial Termsuch comparable spaces.

Fair Market Rent. If Tenant properly and timely exercises the Extension Option pursuant to Section 3.2.1 above, such Extended Term shall be upon all of the same terms, covenants and conditions of this Lease; provided, however, that the The Base Rent applicable to the Renewal Premises for the Extended Terms Extension Term shall be the greater of: (1) the Base Rent and Escalation Rent as of the last month of the Initial Term, or (ii) one hundred percent (100%) of the “Fair Market Rent” Rent (as defined below) for space comparable to the Renewal Premises and the Base Expense Year and the Base Tax Year for the Renewal Premises shall be adjusted to be the calendar year in which the applicable Extension Term commences. "Fair Market Rent" shall mean the annual rental that a willing tenant would pay, and that a willing landlord would accept, at arm's length, as of the commencement of the Extended applicable Extension Term; provided further, however, that the Base Year during the Extended Term shall be the first full calendar year following the first day of the Extended Term. “Fair Market Rent” shall mean the annual rental being charged for first class space comparable to the Renewal Premises in buildings comparable to Comparable Buildings, based upon binding lease transactions for tenants in the Building in and Comparable Buildings that, where possible, commence or are to commence within six (6) months prior to or within six (6) months after the financial district of San Francisco, taking into account location, condition and improvements to the space; provided, however, that Fair Market Rent shall not be discounted to reflect tenant improvement allowances granted to other tenants, but Landlord shall be obligated to contribute to Tenant upon commencement of the applicable Extended Extension Term a refurbishment allowance equivalent ("Comparable Leases"). Comparable Leases shall include renewal and new non-renewal tenancies, but shall exclude subleases and leases of space subject to another tenant's expansion rights. Rent rates payable under Comparable Leases shall be adjusted to account for variations between this Lease and the Comparable Leases with respect to: (a) the length of the applicable Extension Term compared to the refurbishment allowances granted to renewal tenants in buildings comparable lease term of the Comparable Leases; (b) rental structure, including, without limitation, rental rates per rentable square foot (including type, gross or net, and if gross, adjusting for the base year or expense stop), and escalation provisions, (c) the size of the Renewal Premises compared to the size of the premises of the Comparable Leases; (d) the location of the floors of the Renewal Premises compared to the location of the floors of the premises of the Comparable Leases; (e) the efficiency of the floor plate of the Building compared to the efficiency of the floor plate of Comparable Buildings; (f) free rent, moving allowances and other cash payments affecting the rental rate; (g) the quality and design of construction of the Building (including compliance with applicable codes on the applicable floors) compared to the quality and design of construction of the Comparable Buildings; (h) leasehold improvements and/or allowances, including the amounts thereof in renewal leases, and taking into account, in the financial district case of San Franciscorenewal leases (including this Lease), which refurbishment allowance shall be used by Tenant, within one the value of existing leasehold improvements to the renewal tenant; (i) the access to public transit; OJ the availability of parking; (k) the signage rights under this Lease compared to signage rights under Comparable Leases; (1) year after receipt, for the improvement of amenities available to tenants in the Premises. Tenant shall pay all leasing Building compared to amenities available to tenants in Comparable Buildings; and (m) the fact that landlords are or are not paying real estate brokerage commissions and consulting fees payable in connection with such extensions, unless such leasing commissions Comparable Leases. The Fair Market Rent may include annual or consulting fees arise solely out of a contractual relationship between Landlord and a broker or consultant. All other terms and conditions of the Lease, which may be amended from time to time by the parties in accordance with the provisions of the Lease, shall remain in full force and effect and shall apply during the Extended Term, except that there shall be no further option to extend the Term beyond a date five (5) years after the expiration of the Initial Termperiodic increases.

Fair Market Rent. (i) DEFINITION/ESTIMATE. If Tenant properly and timely exercises does not elect the Extension Option pursuant to Section 3.2.1 aboveCPI Adjustment. Formula, such the Base Monthly Rent for the applicable Extended Term shall be upon all equal to ninety-five percent (95%) of the same termsmarket rate for a sixty (60) month term for comparably improved and located space in comparable buildings in the Willows/Marymoor High-Tech/Office Park Market with comparable pass throughs (the undiscounted rate being referred to herein as the "Fair Market Rent"), covenants provided that (i) Fair Market Rent of the Premises shall be valued exclusive of improvements constructed by Tenant pursuant to Section 14, to the extent such improvements have increased the rental value of the Premises from that existing immediately prior to the improvement, and conditions of this Lease; provided, however, that (ii) in no event shall the Base Monthly Rent applicable set pursuant to the Premises for the Extended Terms shall this Section 30 (d) be the greater of: (1) less than the Base Monthly Rent and Escalation (which does not include any Additional Rent as of pursuant to Section 33) for the last month of the Initial Terminitial Lease term. Landlord's initial estimate of Fair Market Rent shall be deemed the market study set forth in subsection (b) above, or if Landlord has not previously provided such estimate, then Landlord shall provide such an estimate within thirty (30) days of Tenant's notice of election to extend. If Tenant disagrees with such estimate, it shall advise Landlord in writing thereof before thirty (30) days after the later of (i) Tenant's notice of election to extend (if Xxxxxxxx's estimate had previously been provided) or (ii) one hundred percent (100%) Xxxxxx's receipt of Landlord's estimate. If there is a disagreement on such estimation, the “parties shall promptly meet to attempt to resolve their differences. If the differences as to Fair Market Rent” for space comparable Rent are not resolved within thirty (30) days after Xxxxxx's notice of disagreement, then the parties shall submit the matter to arbitration in accordance with the Premises as terms of the commencement of the Extended Term; provided further, however, Section 30(d) (ii) so that the Base Year during the Extended Term shall be the first full calendar year following Fair Market Rent is determined no later than the first day of the Extended Term. “Fair Market Rent” shall mean the annual rental being charged for first class space comparable to the Premises in buildings comparable to the Building in the financial district of San Francisco, taking into account location, condition and improvements to the space; provided, however, that Fair Market Rent shall not be discounted to reflect tenant improvement allowances granted to other tenants, but Landlord shall be obligated to contribute to Tenant upon commencement of the applicable Extended Term a refurbishment allowance equivalent to the refurbishment allowances granted to renewal tenants in buildings comparable to the Building in the financial district of San Francisco, which refurbishment allowance shall be used by Tenant, within one (1) year after receipt, for the improvement of the Premises. Tenant shall pay all leasing commissions and consulting fees payable in connection with such extensions, unless such leasing commissions or consulting fees arise solely out of a contractual relationship between Landlord and a broker or consultant. All other terms and conditions of the Lease, which may be amended from time to time by the parties in accordance with the provisions of the Lease, shall remain in full force and effect and shall apply during the Extended Term, except that there shall be no further option to extend the Term beyond a date five (5) years after the expiration of the Initial Term.

Fair Market Rent. If Tenant properly and timely exercises the Extension Option pursuant to Section 3.2.1 above, such Extended Term shall be upon all of the same terms, covenants and conditions of this Lease; provided, however, that the Base Rent applicable to the Premises for the Extended Terms shall be the greater of: (1) the Base Rent and Escalation Rent as of the last month of the Initial Term, or (ii) one hundred percent (100%) of the “Fair Market Rent” for space comparable to the Premises as of the commencement of the Extended Term; provided further, however, that the Base Year during the Extended Term shall be the first full calendar year following the first day of the Extended Term. The term “Fair Market Rent” shall mean the Base Rent, expressed as an annual rental being charged for first class space comparable to rent per square foot of floor area, which Landlord would have received from leasing the Premises in buildings comparable for the [***] Extension Term to the Building an unaffiliated person which is not then a tenant in the financial district of San FranciscoProject, assuming that such space were to be delivered in “as-is” condition, and taking into account locationthe rental which such other tenant would most likely have paid for such premises, condition and improvements to the space; providedincluding market escalations, however, provided that Fair Market Rent shall not in any event be discounted to reflect tenant improvement allowances granted to other tenants, but Landlord shall be obligated to contribute to Tenant upon commencement of less than the applicable Extended Term a refurbishment allowance equivalent to the refurbishment allowances granted to renewal tenants in buildings comparable to the Building in the financial district of San Francisco, which refurbishment allowance shall be used by Tenant, within one (1) year after receipt, Base Rent for the improvement Premises as of the Premises. Tenant shall pay all leasing commissions and consulting fees payable in connection with such extensions, unless such leasing commissions or consulting fees arise solely out of a contractual relationship between Landlord and a broker or consultant. All other terms and conditions of the Lease, which may be amended from time to time by the parties in accordance with the provisions of the Lease, shall remain in full force and effect and shall apply during the Extended Term, except that there shall be no further option to extend the Term beyond a date five (5) years after the expiration of the Initial Lease Term. Fair Market Rent shall not be reduced by reason of any costs or expenses saved by Landlord by reason of Landlord’s not having to find a new tenant for the Premises (including without limitation brokerage commissions, cost of improvements necessary to prepare the space for such tenant’s occupancy, rent concession, or lost rental income during any vacancy period), but shall take into account market rental concessions and allowances for comparable lease renewals in the market. Fair Market Rent means only the rent component defined as Base Rent in the Lease and does not include reimbursements and payments by Tenant to Landlord with respect to Monthly Fixed Operating Expenses, Taxes, or other items payable or reimbursable by Tenant under the Lease. In addition to its obligation to pay Base Rent (as determined herein), Tenant shall continue to pay and reimburse Landlord as set forth in the Lease with respect to such Monthly Fixed Operating Expenses (subject to be increased by Landlord), Taxes, and other items with respect to the Premises during the [***] Extension Term. The arbitration process described below shall be limited to the determination of the Base Rent and shall not affect or otherwise reduce or modify the Tenant’s obligation to pay or reimburse Landlord for such Monthly Fixes Operating Expenses, Taxes, and other reimbursable items. Notwithstanding anything contained herein to the contrary, upon the determination of the Base Rent for the first twelve (12) months of the [***] Extension Term, whether through an agreement between Landlord and Tenant or through arbitration as provided below, the Base Rent shall automatically increase on each twelve (12) month anniversary thereafter during the [***] Extension Term by [***] percent over the Base Rent in effect immediately prior to such anniversary.

Fair Market Rent. If Tenant properly and timely exercises the Extension Option pursuant to Section 3.2.1 above, such Extended Term shall be upon all of the same terms, covenants and conditions of this Lease; provided, however, that the Base Rent applicable to the Premises for the Extended Terms shall be the greater of: (1) the Base Rent and Escalation Rent as of the last month of the Initial Term, or (ii) one hundred percent (100%) of the “Fair Market Rent” for space comparable to the Premises as of the commencement of the Extended Term; provided further, however, that the Base Year during the Extended Term shall be the first full calendar year following the first day of the Extended Term. “Fair Market Rent” shall mean the arms’ length fair market annual rental being charged rate per RSF (including additional rent and considering any “base year” or “expense stop” applicable thereto; in connection therewith, the Tax Base Year and Operating Expense Base Year applicable during the Renewal Term will each be the calendar year 2026, and such Base Years will be factored into the determination of the Fair Market Rent), including all escalations, under new and renewal leases and amendments with terms commencing during the fifteen (15) month period prior to and following the scheduled commencement date of the Renewal Term, for first class space comparable to the Premises (i.e., space which is not significantly greater or smaller in size than the Premises) in the Building and in office buildings comparable to the Building in the financial district of San Francisco, California, Financial District (“Comparable Buildings” and such transactions, “Comparable Transactions”). The determination of Fair Market Rent will take into account the following concessions (the “Concessions”): (i) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (ii) tenant improvements or allowances provided or to be provided for such comparable space, and taking into account locationthe value, condition if any, of the existing improvements in the Premises; (iii) the level of Building Systems/infrastructure and improvements services provided to tenants in the Building as compared to such Comparable Buildings and (iv) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Market Rent, no consideration shall be given to (A) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of the Renewal Option, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (B) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Fair Market Rent shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations in connection with Tenant’s lease of the Premises during the Renewal Term or whether any then-existing financial security should be appropriately adjusted (increased or reduced, as the case may be). Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (x) shall be reflected in the effective rental rate payable by Tenant (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be discounted to reflect tenant improvement allowances granted to other tenantsTenant)), but Landlord shall or (y) at Landlord’s election, some or all such Concessions will be obligated to contribute granted to Tenant upon commencement in kind. EXHIBIT G EXHIBIT “H” FORM OF TENANT ESTOPPEL [Purchaser Name] (“Purchaser”) [Address] [City], [State] [Zip Code] Ladies and Gentlemen: The undersigned (“Tenant”) certifies to __________________, a __________________ (“Landlord”), the current owner of the applicable Extended Term a refurbishment allowance equivalent to the refurbishment allowances granted to renewal tenants property known as 111 Xxxxxx located at 000 Xxxxxx Xxxxxx in buildings comparable to the Building in the financial district of San Francisco, which refurbishment allowance shall be used by TenantCalifornia (“Property”), within one Purchaser, and any actual or prospective mortgage and/or mezzanine lenders to Landlord or Purchaser and/or their affiliates (1) year after receipt“Lender”), for the improvement and each of their successors, assigns and participants that each of the Premises. Tenant shall pay all leasing commissions and consulting fees payable in connection with such extensions, unless such leasing commissions or consulting fees arise solely out of a contractual relationship between Landlord and a broker or consultant. All other terms and conditions following statements is true as of the Lease, which may be amended from time to time by the parties in accordance with the provisions of the Lease, shall remain in full force and effect and shall apply during the Extended Term, except that there shall be no further option to extend the Term beyond a date five (5) years after the expiration of the Initial Term.set forth below:

Fair Market Rent. If Tenant properly and timely exercises the Extension Option pursuant to Section 3.2.1 above, such Extended Term shall be upon all of the same terms, covenants and conditions of this Lease; provided, however, that the Base Rent applicable to the Premises for the Extended Terms shall be the greater of: (1) the Base Rent and Escalation Rent as of the last month of the Initial Term, or (ii) one hundred percent (100%) of the “Fair Market Rent” for space comparable to the Premises as of the commencement of the Extended Term; provided further, however, that the Base Year during the Extended Term shall be the first full calendar year following the first day of the Extended Term. “Fair Market Rent” shall mean the arms’ length fair market annual rental being charged rate per RSF (including additional rent and considering any “base year” or “expense stop” applicable thereto; in connection therewith, the Tax Base Year and Operating Expense Base Year applicable during the Renewal Term will each be the calendar year 2026, and such Base Years will be factored into the determination of the Fair Market Rent), including all escalations, under new and renewal leases and amendments with terms commencing during the fifteen (15) month period prior to and following the scheduled commencement date of the Renewal Term, for first class space comparable to the Premises (i.e., space which is not significantly greater or smaller in size than the Premises) in the Building and in office buildings comparable to the Building in the financial district of San Francisco, California, Financial District (“Comparable Buildings” and such transactions, “Comparable Transactions”). The determination of Fair Market Rent will take into account the following concessions (the “Concessions”): (i) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (ii) tenant improvements or allowances provided or to be provided for such comparable space, and EXHIBIT G taking into account locationthe value, condition if any, of the existing improvements in the Premises; (iii) the level of Building Systems/infrastructure and improvements services provided to tenants in the Building as compared to such Comparable Buildings and (iv) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Fair Market Rent, no consideration shall be given to (A) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Xxxxxx’s exercise of the Renewal Option, or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, and (B) any period of rental abatement, if any, granted to tenants in comparable transactions in connection with the design, permitting and construction of tenant improvements in such comparable spaces. The Fair Market Rent shall additionally include a determination as to whether, and if so to what extent, Tenant must provide Landlord with financial security, such as a letter of credit or guaranty, for Tenant’s Rent obligations in connection with Tenant’s lease of the Premises during the Renewal Term or whether any then-existing financial security should be appropriately adjusted (increased or reduced, as the case may be). Such determination shall be made by reviewing the extent of financial security then generally being imposed in Comparable Transactions from tenants of comparable financial condition and credit history to the then existing financial condition and credit history of Tenant (with appropriate adjustments to account for differences in the then-existing financial condition of Tenant and such other tenants). The Concessions (x) shall be reflected in the effective rental rate payable by Tenant (which effective rental rate shall take into consideration the total dollar value of such Concessions as amortized on a straight-line basis over the applicable term of the Comparable Transaction (in which case such Concessions evidenced in the effective rental rate shall not be discounted to reflect tenant improvement allowances granted to other tenantsTenant)), but Landlord shall or (y) at Landlord’s election, some or all such Concessions will be obligated to contribute granted to Tenant upon commencement in kind. EXHIBIT G EXHIBIT “H” FORM OF TENANT ESTOPPEL [Purchaser Name] (“Purchaser”) [Address] [City], [State] [Zip Code] Ladies and Gentlemen: The undersigned (“Tenant”) certifies to __________________, a __________________ (“Landlord”), the current owner of the applicable Extended Term a refurbishment allowance equivalent to the refurbishment allowances granted to renewal tenants property known as 111 Xxxxxx located at 000 Xxxxxx Xxxxxx in buildings comparable to the Building in the financial district of San Francisco, which refurbishment allowance shall be used by TenantCalifornia (“Property”), within one Purchaser, and any actual or prospective mortgage and/or mezzanine lenders to Landlord or Purchaser and/or their affiliates (1) year after receipt“Lender”), for the improvement and each of their successors, assigns and participants that each of the Premises. Tenant shall pay all leasing commissions and consulting fees payable in connection with such extensions, unless such leasing commissions or consulting fees arise solely out of a contractual relationship between Landlord and a broker or consultant. All other terms and conditions following statements is true as of the Lease, which may be amended from time to time by the parties in accordance with the provisions of the Lease, shall remain in full force and effect and shall apply during the Extended Term, except that there shall be no further option to extend the Term beyond a date five (5) years after the expiration of the Initial Term.set forth below: