Common use of Option Right Clause in Contracts

Option Right. Landlord hereby grants the Original Tenant and its Permitted Transferees one (1) option to extend the Lease Term for the entire Premises, and any First Refusal Space if Tenant leases such First Refusal Space, by a period of five (5) years (the “Option Term”). Such option shall be exercisable only by an Exercise Notice (as that term is defined in Section 2.3.3 below) delivered by Tenant to Landlord as provided below, provided that, 33 2.3.2 as of the date of delivery of such Exercise Notice, (i) Tenant is not then in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods), and (ii) Tenant has not been in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods) more than twice during the prior twelve (12) month period. Upon the proper exercise of the option to extend, and provided that, as of the end of the initial Lease Term, (A) Tenant is not in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods), and (B) Tenant has not been in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods) more than twice during the prior twelve (12) month period, the initial Lease Term shall be extended for the Option Term. The rights contained in this Section 2.3 shall only be exercised by the Original Tenant or its Permitted Transferee (and not any other assignee, sublessee or other transferee of the Original Tenant’s interest in this Lease) if the Original Tenant and/or its Permitted Transferee is in occupancy of at least fifty percent (50%) of the rentable area of the entire then-existing Premises.

Option Right. Landlord hereby grants the Original Tenant and its “Permitted Transferees Transferees” (as that term is set forth in Section 14.8 of this Lease), one (1) option to extend the Lease Term for the entire Premises, and any First Refusal Space if Tenant leases such First Refusal Space, by a period of five (5) years (the “Option Term”). Such The option shall be exercisable only by an Exercise Notice (as that term is defined in Section 2.3.3 below) delivered by Tenant to Landlord as provided below, provided that, 33 2.3.2 as of the date of delivery of such Exercise Notice, (i) Tenant is not then in Economic Default or Material Non-Economic Default default under this Lease (beyond the expiration of all any applicable notice and cure periods), and (ii) Tenant has not been in Economic Default or Material Non-Economic Default default under this Lease (beyond the expiration of all any applicable notice and cure periods) more than twice once during the prior twelve (12) month period, (iii) Tenant has not been in default under this Lease (beyond any applicable notice and cure periods) more than three (3) times during any five (5) year period, and (iv) during the prior twenty-four (24)-month period there has been no material adverse change in Tenant’s financial condition that, in Landlord’s reasonable discretion, has a negative affect on Tenant’s ability to satisfy its economic obligations under this Lease. Upon the proper exercise of the such option to extend, and provided that, as of the end of the initial then applicable Lease Term, (A) Tenant is not in Economic Default or Material Non-Economic Default default under this Lease (beyond the expiration of all any applicable notice and cure periods), and (B) Tenant has not been in Economic Default or Material Non-Economic Default default under this Lease (beyond the expiration of all any applicable notice and cure periods) more than twice once during the prior twelve (12) month period, (C) Tenant has not been in default under this Lease (beyond any applicable notice and cure periods) more than three (3) times during the initial Lease Term Term, and (D) there has been no material adverse change in Tenant’s financial condition during the prior twenty-four (24)-month period, then the Lease Term, as it applies to the entire Premises, shall be extended for the Option Terma period of five (5) years. The rights contained in this Section 2.3 2.2 shall only be exercised by the Original Tenant or its Permitted Transferee (and not any other assignee, sublessee or other transferee of the Original Tenant’s interest in this Lease) if the Original Tenant and/or its Permitted Transferee is in occupancy of at least fifty percent (50%) of the rentable area of the entire then-existing Premises.

Option Right. Landlord hereby grants the Original Tenant and its Permitted Transferees one (1) option to extend the Lease Term for the entire Premises, and any First Refusal Space if Tenant leases such First Refusal Space, Premises by a period of five seven (57) years (the “"Option Term”"). Such option shall be exercisable only by an Exercise Notice "Notice" (as that term is defined in Section 2.3.3 below29.18 of this Lease) delivered by Tenant to Landlord as provided below, provided that, 33 2.3.2 as of the date of delivery of such Exercise Notice, (i) Tenant is has not then in Economic Default received notice of a monetary or Material Nonmaterial non-Economic Default monetary default under this Lease (beyond the expiration of all applicable notice and cure periods)that then remains uncured, and (ii) Tenant has not been in Economic Default monetary or Material Nonmaterial non-Economic Default monetary default under this Lease (beyond the expiration of all applicable notice and cure periods) more than twice during the prior preceding twelve (12) month period. Upon the proper exercise of the such option to extend, and provided that, at Landlord's election, as of the end of the initial Lease Term, (A) Tenant is has not in Economic Default then received notice of a monetary or Material Nonmaterial non-Economic Default monetary default under this Lease (beyond the expiration of all applicable notice and cure periods)that then remains uncured, and (B) Tenant has not been in Economic Default monetary or Material Nonmaterial non-Economic Default monetary default under this Lease (beyond the expiration of all applicable notice and cure periods) more than twice during the prior preceding twelve (12) month period, then the initial Lease Term Term, as it applies to the entire Premises, shall be extended for the Option Terma period of seven (7) years. The rights contained in this Section 2.3 2.2 shall only be exercised by the Original Tenant (or its Permitted Transferee (and any assignee of the Original Tenant's interest in this Lease, but not any other assignee, sublessee or other transferee of the Original Tenant’s 's interest in this Lease) if ), and shall terminate upon the Original date that Tenant and/or its Permitted Transferee is in occupancy makes a Transfer of at least more than fifty percent (50%) ), in the aggregate, of the rentable area initial Premises other than to a Permitted Transferee for all or substantially all of the entire then-existing Premisesremaining Lease Term.

Option Right. Landlord hereby grants to the Original Tenant and its Permitted Transferees one any Non-Transferee Assignee two (12) option option(s) to extend the Lease Term each for the entire Premises, and any First Refusal Space if Tenant leases such First Refusal Space, by a period of five (5) years (each an “Option Term” and, together, the “Option TermTerms”). Such option options shall be exercisable [535 Mission Street] irrevocably exercised only by written notice (an Exercise Notice (as that term is defined in Section 2.3.3 below“Option Notice”) delivered by Tenant to Landlord as provided belowno earlier than fifteen (15) months and no later than twelve (12) months prior to the expiration of the Lease Term, provided that, 33 2.3.2 that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such Exercise Noticenotice, (i) Tenant is not then in Economic Default economic or Material Nonmaterial non-Economic Default economic default under this Lease (beyond the expiration of all any applicable notice and cure periods), and periods expressly set forth in this Lease; (ii) as of the end of the Lease Term, Tenant is not in economic or material non-economic default under this Lease beyond any applicable notice and cure periods expressly set forth in this Lease; (iii) Tenant has not previously been in Economic Default economic or Material Nonmaterial non-Economic Default economic default under this Lease (beyond the expiration of all any applicable notice and cure periods) periods expressly set forth in this Lease more than twice two (2) times during the prior immediately preceding twelve (12) month period; and (iv) the Lease then remains in full force and effect and the Original Tenant or any Permitted Transferee occupies at least fifty-two thousand (52,000) rentable square feet in the Building at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of the each such option to extend, and provided that, as that Tenant satisfies all of the end of Option Conditions (except those, if any, which are waived by Landlord), the initial Lease Term, (A) Tenant is not in Economic Default or Material Non-Economic Default under this Lease (beyond as it applies to the expiration of all applicable notice and cure periods)Premises, and (B) Tenant has not been in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods) more than twice during the prior twelve (12) month period, the initial Lease Term shall be extended for the Option Terma period of five (5) years. The rights contained in this Section 2.3 2.2 shall only be personal to Original Tenant and any Non-Transferee Assignee and may be exercised by the Original Tenant or its Permitted any Non-Transferee Assignee only (and not by any other assignee, sublessee or other transferee Transferee of the Original Tenant’s interest in this Lease) if the Original Tenant and/or its Permitted Transferee is in occupancy of at least fifty percent (50%) of the rentable area of the entire then-existing Premises).

Option Right. Landlord hereby grants to the Original Tenant Tenant, and its any Permitted Transferees one Transferee Assignee, two (12) option options (each, an “Extension Option”) to extend the Lease Term for the entire Premises, and any First Refusal Space if Tenant leases such First Refusal Space, by a period of five (5) years each (the each, an “Option Term”). Such , which option shall be exercisable irrevocably exercised only by an Exercise Notice (as that term is defined in Section 2.3.3 below) written notice delivered by Tenant to Landlord (the “Extension Exercise Notice”) not earlier than eighteen (18) months, and not later than fifteen (15) months, prior to the Lease Expiration Date (or expiration of the first Option Term, as provided belowapplicable), provided that, 33 2.3.2 that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such Exercise Noticenotice, (i) Tenant is not then in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods), and Lease; (ii) Tenant has not been in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods) more than twice during the prior twelve (12) month period. Upon the proper exercise of the option to extend, and provided that, as of the end of the initial Lease Term, (A) Tenant is not in Economic Default or Material Non-Economic under this Lease; (iii) Tenant has not previously been in Default under this Lease more than once in the immediately preceding eighteen (beyond the expiration of all applicable notice and cure periods), 18) month period; and (Biv) this Lease then remains in full force and effect and Tenant has not been sublet (other than to a “Permitted Transferee,” as that term is defined in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periodsSection 14.8, below) more than twice during the prior twelve (12) month period, the initial Lease Term shall be extended for the Option Term. The rights contained in this Section 2.3 shall only be exercised by the Original Tenant or its Permitted Transferee (and not any other assignee, sublessee or other transferee of the Original Tenant’s interest in this Lease) if the Original Tenant and/or its Permitted Transferee is in occupancy of at least fifty percent (50%) of the rentable area Premises at the time the Extension Option is exercised and as of the entire then-existing commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the Extension Option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of an Extension Option, and provided that Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years from the Lease Expiration Date (or expiration of the first Option Term, as applicable) for the initial Premises. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted Transferee Assignee and may be exercised by Original Tenant or a Permitted Transferee Assignee only (and not by any other assignee, sublessee or Transferee of Tenant’s interest in this Lease).

Option Right. Landlord hereby grants the Original Tenant and its any “Permitted Transferees Transferee,” as that term is set forth in Section 14.8 of this Lease, one (1) option to extend the Lease Term for the entire Premises, and any First Refusal Space if Tenant leases such First Refusal Space, Premises by a period of five (5) years (the “Option Term”). Such option shall be exercisable only by an Exercise Notice (as that term is defined in Section 2.3.3 below) delivered by Tenant to Landlord as provided below, provided that, 33 2.3.2 as of the date of delivery of such Exercise Notice, (i) Tenant no “Event of Default,” as that term is not set forth in Section 19.1 of this Lease, is then in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods)occurring, and (ii) Tenant has not been in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods) no more than twice one (1) Event of Default has occurred during the prior twelve (12) month period, (iii) no more than three (3) Events of Default have occurred during the Lease Term, and (iv) the Original Tenant and any Permitted Transferee is in occupancy of no less than seventy-five percent (75%) of the then-existing Premises. Upon the proper exercise of the such option to extend, and provided that, as of the end of the initial then applicable Lease Termterm, (A) Tenant no Event of Default is not in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods)then occurring, and (B) Tenant has not been in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods) no more than twice one (1) Event of Default has occurred during the prior twelve (12) month period, (C) no more than three (3) Events of Default have occurred during the initial Lease Term Term, and (D) the Original Tenant and any Permitted Transferee is in occupancy of no less than seventy-five percent (75%) of the then-existing Premises, then the Lease Term, as it applies to the entire Premises (i.e., the Initial Premises and Must-Take Space, shall be extended for the Option Terma period of five (5) years. The rights contained in this Section 2.3 2.2 shall only be exercised by the Original Tenant or and/or its Permitted Transferee (and not any other assignee, sublessee or other transferee of the Original Tenant’s interest in this Lease) if the Original Tenant and/or its Permitted Transferee is in occupancy of at least fifty percent (50%) of the rentable area of the entire then-existing Premises).

Option Right. Landlord hereby grants the Original Tenant and its “Permitted Transferees Transferees” (as that term is set forth in Section 14.8 of this Lease), one (1) option to extend the Lease Term for the entire Premises, and any First Refusal Space if Tenant leases such First Refusal Space, by a period of five (5) years (the “Option Term”). Such option shall be exercisable only by an Exercise Notice (as that term is defined in Section 2.3.3 below) delivered by Tenant to Landlord as provided below, provided that, 33 2.3.2 as of the date of delivery of such Exercise Notice, (i) Tenant is not then in Economic Default economic or Material Nonmaterial non-Economic Default economic default under this Lease (beyond the expiration of all applicable notice and cure periods), and (ii) Tenant has not been in Economic Default economic or Material Nonmaterial non-Economic Default economic default under this Lease (beyond the expiration of all applicable notice and cure periods) more than twice once during the prior twelve (12) month period, and (iii) Tenant has not been in economic or material non-economic default under this Lease (beyond the applicable notice and cure periods) more than three (3) times during any five (5) year period. Upon the proper exercise of the such option to extend, and provided that, as of the end of the initial then applicable Lease Term, (A) Tenant is not in Economic Default economic or Material Nonmaterial non-Economic Default economic default under this Lease (beyond the expiration of all applicable notice and cure periods), and (B) Tenant has not been in Economic Default economic or Material Nonmaterial non-Economic Default economic default under this Lease (beyond the expiration of all applicable notice and cure periods) more than twice once during the prior twelve (12) month period, and (C) Tenant has not been in economic or material non-economic default under this Lease (beyond the initial applicable notice and cure periods) more than three (3) times during the Lease Term Term, then the Lease Term, as it applies to the entire Premises, shall be extended for the Option Terma period of five (5) years. The rights contained in this Section 2.3 2.2 shall only be exercised by the Original Tenant or its Permitted Transferee (and not any other assignee, sublessee or other transferee of the Original Tenant’s interest in this Lease) if to the extent Original Tenant and/or its such Permitted Transferee is in occupy or otherwise retain their occupancy of rights (even if not then occupying the same) for at least fifty seventy-five percent (5075%) of the rentable area then existing Premises (i.e., other than to a Permitted Transferee, this Lease has not been assigned or transferred, nor has a subtenant (or subtenants) subleased more than a total of twenty-five percent (25%) of the entire then-then existing Premises).

Option Right. Landlord hereby grants the Original originally named Tenant and its Permitted Transferees one Transferees, as that term is set forth in Section 14.6 of this Lease, two (12) option options to extend the Lease Term for the entire Premises, and any First Refusal Space if Tenant leases such First Refusal Space, Premises each by a period of five (5) years (the each, an “Option Term”). Such option shall be exercisable only by an Exercise Notice (as that term is defined in Section 2.3.3 below) delivered by Tenant to Landlord as provided below, provided that, 33 2.3.2 as of the date of delivery of such Exercise Notice, (i) Tenant is not then in Economic Default or Material Non-Economic Default default under this Lease (beyond the expiration of all any applicable notice and cure periods), and (ii) Tenant has not been in Economic Default monetary or Material Non-Economic Default any other material default under this Lease (beyond the expiration of all any applicable notice and cure periods) more than twice once during the prior twelve (12) month period, and (iii) Tenant has not been in monetary or any other material default under this Lease (beyond any applicable notice and cure periods) more than three (3) times during the Lease Term. Upon the proper exercise of the such option to extend, and provided that, as of the end of the initial then applicable Lease Term, (A) Tenant is not in Economic Default or Material Non-Economic Default default under this Lease (beyond the expiration of all any applicable notice and cure periods), and (B) Tenant has not been in Economic Default monetary or Material Non-Economic Default any other material default under this Lease (beyond the expiration of all any applicable notice and cure periods) more than twice once during the prior twelve (12) month period, and (C) Tenant has not been in monetary or any other material default under this Lease (beyond any applicable notice and cure periods) more than three (3) times during the initial Lease Term Term, then the Lease Term, as it applies to the entire Premises, shall be extended for the Option Terma period of five (5) years. The rights contained in this Section 2.3 2.2 shall only be exercised by the Original originally named Tenant or its Permitted Transferee (and not any other assignee, sublessee or other transferee of the Original originally named Tenant’s interest in this Lease) if the Original Tenant and/or its Permitted Transferee is in occupancy of at least fifty percent (50%) of the rentable area of the entire then-existing Premises).

Option Right. Landlord hereby grants the Original Tenant and its any “Permitted Transferees Transferee,” as that term is set forth in Section 14.8 of this Lease, one (1) option to extend the Lease Term for the entire Premises, and any First Refusal Space if Tenant leases such First Refusal Space, Premises by a period of five (5) years (the “Option Term”). Such option shall be exercisable only by an Exercise Notice (as that term is defined in Section 2.3.3 below) delivered by Tenant to Landlord as provided below, provided that, 33 2.3.2 as of the date of delivery of such Exercise Notice, (i) Tenant no “Event of Default,” as that term is not set forth in Section 19.1 of this Lease, is then in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods)occurring, and (ii) Tenant has not been in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods) no more than twice one (1) Event of Default has occurred during the prior twelve (12) month period, (iii) no more than three (3) Events of Default have occurred during the Lease Term, and (iv) the Original Tenant and any Permitted Transferee is in occupancy of no less than seventy-five percent (75%) of the then-existing Premises. Upon the proper exercise of the such option to extend, and provided that, as of the end of the initial then applicable Lease Termterm, (A) Tenant no Event of Default is not in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods)then occurring, and (B) Tenant has not been in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods) no more than twice one (1) Event of Default has occurred during the prior twelve (12) month period, (C) no more than three (3) Events of Default have occurred during the initial Lease Term Term, and (D) the Original Tenant and any Permitted Transferee is in occupancy of no less than seventy-five percent (75%) of the then- existing Premises, then the Lease Term, as it applies to the entire Premises (i.e., the Initial Premises and Must-Take Space, shall be extended for the Option Terma period of five (5) years. The rights contained in this Section 2.3 2.2 shall only be exercised by the Original Tenant or and/or its Permitted Transferee (and not any other assignee, sublessee or other transferee of the Original Tenant’s interest in this Lease) if the Original Tenant and/or its Permitted Transferee is in occupancy of at least fifty percent (50%) of the rentable area of the entire then-existing Premises).

Option Right. Landlord hereby grants the Tenant originally named in this Lease (the “Original Tenant Tenant”), and its any assignee of Original Tenant's entire interest in the Lease that has been approved or deemed approved in accordance with the terms of Article 14, below or any assignee of Original Tenant's entire interest in the Lease who does not require Landlord’s consent under Article 14 below (a “Permitted Transferees Assignee”), one (1) option to extend the Lease Term for the entire Premises, and any First Refusal Space if Tenant leases such First Refusal Space, by a period of five eight (5) 8) years (the “Option Term”). Such option to extend shall be exercisable only by an written notice (the "Option Exercise Notice (as that term is defined in Section 2.3.3 belowNotice") delivered by Tenant to Landlord as provided below, provided that, 33 2.3.2 as of the date of delivery of such Exercise Notice, (i) Tenant is not then in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods), and (ii) Tenant has not been in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods) more than twice during the prior twelve (12) month periodmonths nor less than nine (9) months prior to the expiration of the initial Lease Term, stating that Tenant is thereby irrevocably exercising its option to lease the Premises during the Option Term. Upon the proper exercise of the option to extend, and provided that, at Landlord’s option, as of the date of delivery of such notice, Tenant is not in monetary or material non-monetary default under this Lease (beyond the applicable notice and cure periods) and has not previously been in monetary or material non-monetary default under this Lease (beyond the applicable notice 792986.06/WLA 186772-00003/2-28-19/gjn/gjn -5- Bayside Area Development, LLC [285 East Grand Avenue] [Unity Biotechnology, Inc.] and cure periods) more than once during the prior eighteen (18)-month period, and as of the end of the initial Lease Term, (A) Tenant is not in Economic Default monetary or Material Nonmaterial non-Economic Default monetary default under this Lease (beyond the expiration of all applicable notice and cure periods), and (B) Tenant has not been in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods) more than twice during the prior twelve (12) month period, the initial Lease Term shall be extended for a period of eight (8) years on all of the terms and conditions set forth in this Lease, except that the Base Rent payable during the Option TermTerm shall be determined as set forth in this Section 2.2. The rights contained in this Section 2.3 2.2 shall only be exercised by the personal to Original Tenant or its and any Permitted Transferee Assignee (and not any other assignee, sublessee or other transferee “Transferee,” as that term is defined in Section 14.1, below, of the Original Tenant’s interest in this Lease) if ). In the Original event that Tenant and/or fails to timely and appropriately exercise its Permitted Transferee is option to extend the Lease Term in occupancy accordance with the terms of at least fifty percent (50%) this Section 2.2, then such option shall automatically terminate and shall be of the rentable area of the entire then-existing Premisesno further force or effect.

Option Right. Landlord hereby grants the tenant originally named herein (the "Original Tenant Tenant") and its Permitted Transferees Transferee Assignee one (1) option to extend the Lease Term for the entire Premises, and any First Refusal Space if Tenant leases such First Refusal Space, Premises by a period of five (5) years (the “"Option Term”"). Such option shall be exercisable only by an Exercise Notice "Notice" (as that term is defined in Section 2.3.3 below29.18 of this Lease) delivered by Tenant to Landlord as provided below, provided that, 33 2.3.2 as of the date of delivery of such Exercise Notice, (i) Tenant is not then in Economic Default or Material Non-Economic Default monetary default under this Lease (beyond the expiration of all applicable notice and cure periods)Lease, and (ii) Tenant has not been in Economic Default or Material Non-Economic Default monetary default under this Lease (beyond the expiration of all applicable notice and cure periods) more than twice once during the prior twelve Lease Term, (iii) Tenant has not previously assigned the Lease (other than to its Permitted Transferee Assignee), and (iv) more than twenty-five percent (25%), in the aggregate, of the Premises has not been either (a) subleased or otherwise transferred by Tenant during the immediately preceding 12-month period to other than its Permitted Transferee (as that term is defined in Section 14.8 below), and/or (b) during the immediately preceding 12-month period, vacated for more than thirty (30) consecutive days by Tenant other than as a result of Alterations performed pursuant to Article 8 below or a Casualty pursuant to Article 11 below, then the Lease Term. Upon the proper exercise of the such option to extend, and provided that, at Landlord's election, as of the end of the initial Lease Term, (A) Tenant is not then in Economic Default or Material Non-Economic Default monetary default under this Lease (beyond the expiration of all applicable notice and cure periods)Lease, and (B) Tenant has not been in Economic Default or Material Non-Economic Default monetary default under this Lease (beyond the expiration of all applicable notice and cure periods) more than twice once during the prior twelve Lease Term, (C) Tenant has not previously assigned the Lease (other than to its Permitted Transferee Assignee), and (D) more than twenty-five percent (25%), in the aggregate, of the Premises has not been either (a) subleased or otherwise transferred by Tenant during the immediately preceding 12-month period to other than its Permitted Transferee (as that term is defined in Section 14.8 below), and/or (b) during the immediately preceding 12-month period, vacated for more than thirty (30) consecutive days by Tenant (or its Permitted Transferee Assignee, as the initial case may be) other than as a result of Alterations performed pursuant to Article 8 below or a Casualty pursuant to Article 11 below, then the Lease Term Term, as it applies to the entire Premises, shall be extended for the Option Terma period of five (5) years. The rights contained in this Section 2.3 2.2 shall only be exercised by the Original Tenant or its Permitted Transferee Assignee (and not any other assignee, sublessee or other transferee of the Original Tenant’s 's interest in this Lease) if the Original Tenant and/or or its Permitted Transferee Assignee is in occupancy of at least fifty percent (50%) of the rentable area 75% of the entire then-existing Premises.

Option Right. Landlord hereby grants the Original Tenant and its Permitted Transferees one (1) option (the "Extension Option") to extend the Lease Term for the entire Premises (or with respect to the Reduced Premises, and any First Refusal Space if Tenant leases such First Refusal Space, as described below) by a period of five seven (57) years (the “"Option Term”"). Such option Extension Option shall be exercisable only by an Exercise Notice "Notice" (as that term is defined in Section 2.3.3 below29.18 of this Lease) delivered by Tenant to Landlord as provided below, provided that, 33 2.3.2 as of the date of delivery of such Exercise Notice, (i) Tenant is has not then in Economic Default received notice of a monetary or Material Nonmaterial non-Economic Default monetary default under this Lease (beyond the expiration of all applicable notice and cure periods)that then remains uncured, and (ii) Tenant has not been in Economic Default monetary or Material Nonmaterial non-Economic Default monetary default under this Lease (beyond the expiration of all applicable notice and cure periods) more than twice during the prior preceding twelve (12) month period. Upon the proper exercise of the such option to extend, and provided that, at Landlord's election, as of the end of the initial Lease Term, (A) Tenant is has not in Economic Default then received notice of a monetary or Material Nonmaterial non-Economic Default monetary default under this Lease (beyond the expiration of all applicable notice and cure periods)that then remains uncured, and (B) Tenant has not been in Economic Default monetary or Material Nonmaterial non-Economic Default monetary default under this Lease (beyond the expiration of all applicable notice and cure periods) more than twice during the prior preceding twelve (12) month period, then the initial Lease Term Term, as it applies to the entire Building 3 Premises, the entire Building 4 Premises and/or the entire Building A2 Premises, shall be extended for the Option Terma period of seven (7) years. The rights contained in this Section 2.3 2.2 shall only be exercised by the Original Tenant (or its Permitted Transferee any assignee of the Original Tenant's interest in this Lease (and but not any other assignee, sublessee or other transferee of the Original Tenant’s 's interest in this Lease) if ), and shall terminate upon the Original date that Tenant and/or its Permitted Transferee is in occupancy makes a Transfer of at least more than fifty percent (50%) ), in the aggregate, of the rentable area initial Premises other than to a Permitted Transferee for all or substantially all of the entire thenremaining Lease Term. 788287.02/WLA 375755-existing Premises.00007/7-26-18/mjh/ejw -8- CXXXXXX HIGHLINE 1173, 1167 & 1000 Xxxxxxx Xxxxxx Roku, Inc.

Option Right. Landlord hereby grants the Original Tenant and its Permitted Transferees one (1) option to extend the Lease Term (“Extension Option”) for the entire Premises, and any First Refusal Space if Tenant leases such First Refusal Space, by a period of five (5) years (the “Option Term”). Such , which option shall be exercisable execrable only by an Exercise Notice (as that term is defined in Section 2.3.3 below) written notice delivered by Tenant to Landlord as provided below, provided that, 33 2.3.2 as of the date of delivery of such Exercise Noticenotice, (i) Tenant is not then in Economic Default or Material Non-Economic Default default under this Lease (beyond after the expiration of all any applicable notice and cure periods), ) and (ii) Tenant Landlord has not been in Economic Default delivered three (3) or Material Non-Economic Default more factually correct notices of Tenant’s default under this Lease (beyond the expiration of all applicable notice and cure periods) more than twice during the prior last twelve (12) month periodmonths immediately preceding the expiration of the initial Lease Term. Upon the proper exercise of the such option to extend, and provided that, as of the end of the initial Lease Term, (A) Tenant is not in Economic Default or Material Non-Economic Default default under this Lease (beyond after the expiration of all any applicable notice and cure periods), ) and (B) Tenant Landlord has not been in Economic Default delivered three (3) or Material Non-Economic Default more factually correct notices of Tenant’s default under this Lease (beyond the expiration of all applicable notice and cure periods) more than twice during the prior last twelve (12) month period, months immediately preceding the expiration of the initial Lease Term Term, the Lease Term, as it applies to the Initial Premises and the Existing Building First Offer Space (if any), shall be extended for the Option Terma period of five (5) years. The rights contained in this Section 2.3 2.2 shall be personal to the Original Tenant and any Permitted Transferee (as defined in Section 14.6 below) and may only be exercised by the Original Tenant or its Permitted Transferee (and any Permitted Transferee, but not any other assignee, sublessee or other transferee of the Original Tenant’s interest in this Lease) if the Original Tenant and/or its Permitted Transferee is in occupancy of at least fifty occupies not less than seventy-five percent (5075%) of the rentable area of the entire then-existing Premises.

Option Right. Landlord hereby grants the Original to Tenant and its Permitted Transferees or any Non-Transferee Assignee one (1) option to extend the Lease Term for the entire Premises, and any First Refusal Space if Tenant leases such First Refusal Space, by a period of five three (53) years (the “Option Term”). Such , which option shall be exercisable only by an Exercise Notice (as that term is defined in Section 2.3.3 below) written notice delivered by Tenant to Landlord as provided below, provided that, 33 2.3.2 as of the date of delivery of such Exercise Noticenotice, (i) Tenant is not then in Economic Default or Material Nonmonetary and/or material non-Economic Default monetary default under this Lease (beyond the expiration of all any applicable notice and cure periods), period) and (ii) Tenant has not previously been in Economic Default or Material Nonmonetary and/or material non-Economic Default monetary default under this Lease (beyond the expiration of all any applicable notice and cure periodsperiod) more than twice during the prior immediately preceding twelve (12) month period. Upon the proper exercise of the each such option to extend, and provided that, at Landlord’s option, as of the end of the initial Lease Term, (A) Tenant is not in Economic Default or Material Nonmonetary and/or material non-Economic Default monetary default under this Lease (beyond the expiration of all any applicable notice and cure periods), period) and (B) Tenant has not previously been in Economic Default or Material Nonmonetary and/or material non-Economic Default monetary default under this Lease (beyond the expiration of all any applicable notice and cure periodsperiod) more than twice during the prior immediately preceding twelve (12) month period, the initial Lease Term Term, as it applies to the Premises, shall be extended for the Option Terma period of five (5) years. The rights contained in this Section 2.3 shall 2.2 may only be exercised by the Original Tenant or its Permitted any Non-Transferee (and not any other assigneeAssignee, sublessee or other transferee of the Original Tenant’s interest in this Lease) if the Original Tenant and/or its Permitted Transferee is in occupancy of which leases at least fifty eighty percent (5080%) of the rentable area of the entire then-existing Premises.

Option Right. Landlord hereby grants to the Original Tenant and its Permitted Transferees any assignee of Original Tenant’s entire interest in this Lease that is approved by Landlord (or that doesn’t require Landlord’s approval) pursuant to the terms of Article 14 of the Lease (an “Approved Assignee”), (A) two (2) options to initially extend the Lease Term for a period of one (1) year (each, a “One Year Option Term”), and (B) provided that Tenant has exercised both One Year Option Terms pursuant to the terms of this Section 3.2, one (1) option to extend the Lease Term for the entire Premises, and any First Refusal Space if Tenant leases such First Refusal Space, by a period of five three (53) years (the “Three Year Option Term”) (the One Year Options and the Three Year Option shall be individually and collectively referred to herein as the “Option Term”). Such option , which options shall be exercisable irrevocably exercised only by an Exercise Notice (as that term is defined in Section 2.3.3 below) written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the Extended Term, or each of the One Year Option Terms, as provided belowapplicable, provided that, 33 2.3.2 that the following conditions (the “Option Conditions”) are satisfied: (i) as of the date of delivery of such Exercise Noticenotice, (i) Tenant is not then in Economic Default or Material Non-Economic Default default under this Lease (beyond the expiration of all applicable notice and cure periods), and Lease; (ii) as of the end of the Extended Term or each of the One Year Option Terms, as applicable, Tenant is not in default under the Lease, as hereby amended; (iii) Tenant has not previously been in Economic Default or Material Non-Economic Default default under this Lease (beyond the expiration of all applicable notice and cure periods) Lease, as hereby amended, more than twice during once; and (iv) the prior twelve (12) month periodLease, as hereby amended, then remains in full force and effect and Original Tenant occupies the entire Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of the such option to extend, and provided thatthat Tenant satisfies all of the Option Conditions (except those, if any, which are waived by Landlord), the Extended Term (or One Year Option Term, as of the end of the initial Lease Term, (A) Tenant is not in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periodscase may be), and (B) Tenant has not been in Economic Default or Material Non-Economic Default under this Lease (beyond as it applies to the expiration of all applicable notice and cure periods) more than twice during the prior twelve (12) month periodPremises, the initial Lease Term shall be extended for a period of one (1) year in connection with the One Year Option Term, if applicable, and three (3) years in connection with the Three Year Option Term, as applicable. The rights contained in this Section 2.3 3.2 shall only be personal to Original Tenant and any Approved Assignees, and may be exercised by the Original Tenant or its Permitted Transferee such Approved Assignees (and not by any other assignee, sublessee or other transferee Transferee of the Original Tenant’s interest in this the Lease) if the Original Tenant and/or its Permitted Transferee is in occupancy of at least fifty percent (50%) of the rentable area of the entire then-existing Premises).

Option Right. Landlord hereby grants to the Tenant originally named in this Lease (the " XE "Original Tenant Tenant" Original Tenant"), and its any assignee of all of Tenant’s interest in this Lease or transferee pursuant to a Permitted Transferees Transfer (hereinafter defined), one (1) option to extend the Lease Term for the entire Premises, and any First Refusal Space if Tenant leases such First Refusal Space, by a period of five eight (5) 8) years (the “"Option Term XE "Option Term”" "). Such , which option shall be exercisable irrevocably exercised only by an Exercise Notice (as that term is defined in Section 2.3.3 below) written notice delivered by Tenant to Landlord as provided belownot more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that, 33 2.3.2 that the following conditions (the "Option Conditions XE "Option Conditions" ") are satisfied: (i) as of the date of delivery of such Exercise Noticenotice, (i) Tenant is not then in Economic Default or Material Non-Economic Default default under this Lease (beyond Lease, after the expiration of all any applicable notice and cure periods), and period; (ii) Tenant has not previously been in Economic Default or Material Non-Economic Default default under this Lease (beyond Lease, after the expiration of all any applicable notice and cure periods) period, more than twice during in the prior twelve (12) month periodperiod prior to the date of Tenant's attempted exercise; and (iii) the Lease then remains in full force and effect. Landlord may, at Xxxxxxxx's option, exercised in Landlord's sole and absolute discretion, waive any of the Option Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of the such option to extend, and provided that, as that Tenant satisfies all of the end of Option Conditions (except those, if any, which are waived by Landlord), the initial Lease Term, (A) Tenant is not in Economic Default or Material Non-Economic Default under this Lease (beyond as it applies to the expiration of all applicable notice and cure periods)Premises, and (B) Tenant has not been in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods) more than twice during the prior twelve (12) month period, the initial Lease Term shall be extended for the Option Term. The rights contained in this Section 2.3 shall only be exercised by the Original Tenant or its Permitted Transferee a period of eight (and not any other assignee, sublessee or other transferee of the Original Tenant’s interest in this Lease) if the Original Tenant and/or its Permitted Transferee is in occupancy of at least fifty percent (50%) of the rentable area of the entire then-existing Premises8) years.

Option Right. Landlord hereby grants the Original Tenant and its Permitted Transferees one Transferee Assignee, two (12) option options to extend the Lease Term for the entire Premises, and then existing Premises (including any First Refusal Space if leased by Tenant leases such First Refusal Spacein accordance with Section 1.3, above), each by a period of five (5) years (the “each, an "Option Term”"). Such option shall be exercisable only by an Exercise Notice "Notice" (as that term is defined in Section 2.3.3 below29.18 of this Lease) delivered by Tenant to Landlord as provided below, provided that, 33 2.3.2 as of the date of delivery of such Exercise Notice, (i) Tenant is not then in Economic Default economic or Material Nonmaterial non-Economic Default economic default under this Lease (beyond the expiration of all applicable notice and cure periods)Lease, and (ii) Tenant has not been in Economic Default economic or Material Nonmaterial non-Economic Default economic default under this Lease (beyond the expiration applicable written notice and cure periods) more than twice during the prior eighteen (18) months. Upon the proper exercise of all such option to extend, and provided that, at Landlord's election, as of the end of the then applicable Lease Term, (A) Tenant is not in default under this Lease, (B) Tenant has not been in economic or material non-economic default under this Lease (beyond the applicable notice and cure periods) more than twice during the prior twelve eighteen (1218) month period. Upon months, then the proper exercise of the option to extend, and provided that, as of the end of the initial Lease Term, (A) Tenant is not in Economic Default or Material Non-Economic Default under this Lease (beyond as it applies to the expiration of all applicable notice and cure periods)entire Premises, and (B) Tenant has not been in Economic Default or Material Non-Economic Default under this Lease (beyond the expiration of all applicable notice and cure periods) more than twice during the prior twelve (12) month period, the initial Lease Term shall be extended for the Option Terma period of five (5) years. The rights contained in this Section 2.3 2.2 shall only be exercised by the Original Tenant or its Permitted Transferee Assignee (and not any other assignee, sublessee or other transferee of the Original Tenant’s 's interest in this Lease) if the Original Tenant and/or its Permitted Transferee Assignee is in occupancy of at least fifty seventy-five percent (5075%) of the rentable area of the entire then-existing Premises.