Common use of OPTION TO EXTEND LEASE Clause in Contracts

OPTION TO EXTEND LEASE. Tenant, (i) so long as there then exists no Event of Default either at the time of exercise or at the first day of the applicable Extension Term (as hereinafter defined), and (ii) this Lease is in full force and effect and (iii) the Tenant named herein has not assigned this Lease and is in occupancy of the entire Leased Premises, shall have the right and option to extend the initial Term hereof for one (1) additional five (5) year period (the “Extension Terms”: each an “Extension Term”) upon written notice to Landlord given not less than nine (9) months and not more than twelve (12) months prior to the expiration of the initial Term, as such Term may be extended, time being of the essence. The parties agree that if Tenant fails to exercise its option to extend the initial term strictly within the tune periods set forth in this Section, then Tenant’s right to extend the initial Term shall automatically lapse and Tenant shall have no right to extend the Term. In the event that Tenant shall exercise the options granted hereunder, the applicable Extension Term shall be upon the same terms and conditions as are in effect under this Lease immediately preceding the commencement of such option period except that the Annual Base Rent due from the Tenant shall be increased as provided hereinbelow and Tenant shall have no further rights or options whatsoever to extend the term beyond the expiration of such Extension Term. The initial and any Extension Term are hereinafter sometimes collectively referred to as the “term” or “Term.” If Tenant exercises the right to extend the Term as herein provided, then no later than thirty (30) days following receipt of Tenant’s notice, Landlord shall notify Tenant in writing of Landlord’s determination of the fair market rent (which shall in no event be less than the Base Rent for the last year of the current Term of the Lease) for the Leased Premises for the Extension Term (“Landlord’s Rental Notice”). If Tenant does not object to Xxxxxxxx’s determination of such fair market rent by written notice to Landlord within ten (10) days after the date of Landlord’s Rental Notice, then Tenant shall be deemed to have accepted the market rent set forth in Landlord’s Rental Notice. If Tenant does timely object to Landlord’s Rental Notice, the parties shall use commercially reasonable efforts to agree upon the fair market rent for the Extension Term, however, if the parties cannot agree upon the fair market rent within thirty (30) days after Landlord receives Tenant’s notice of objection, then the Lease shall not be extended and Tenant’s rights under this Section 37 shall terminate and be of no further force or effect.

OPTION TO EXTEND LEASE. Tenant, (i) so long as there then exists no Event of Default either at the time of exercise or at the first day of the applicable Extension Term (as hereinafter defined), and (ii) this Lease is in full force and effect and (iii) the Tenant named herein has not assigned this Lease and is in occupancy of the entire Leased Premises, shall have the right and option (the "Option") to extend this Lease for all (but not part) of the initial Term hereof Premises, as hereinafter provided, for one two (12) additional periods of five (5) year period years each (hereinafter referred to as "Renewal Term One" and "Renewal Term Two") provided that (i) there is not then an Event of Default at the “Extension time of exercise of the Option nor at the commencement of either of the Renewal Terms”: each an “Extension Term”; or (ii) upon that Tenant has not received written notice from Landlord of a default in rent payments more than five (5) times during the last two (2) years of the lease term or renewal period. Tenant's right to extend for any Renewal Term shall lapse without further act or deed if Tenant has not exercised its option to extend for all available preceding Renewal Terms. The Option shall be exercised by Tenant giving written notice to Landlord given not less than nine (9) months and of Tenant's intention to exercise said Option on or before that date which is not more than twelve (12) months nor less than nine (9) months prior to the then applicable expiration date for the Term. Unless Landlord has received such written notice of Tenant's intention to exercise said Option within the time period specified herein, then Landlord shall have no further obligation to offer the Premises to the Tenant. If Tenant has not exercised its Option to extend the Terms as outlined herein, Landlord shall be entitled to show the Premises at least nine (9) months prior to the expiration of each Term and offer the initial Term, as Premises for lease to any other prospective tenants. Landlord will give Tenant at least 24 hours notice prior to such Term may be extended, time being of the essenceshowings to prospective tenants. The parties agree Option contained herein is personal to Tenant and shall not be assigned or sublet to another party, except as to such party that if purchases Tenant fails to exercise its option to extend the initial term strictly within the tune periods set forth in this Sectionor Tenant's assets. Rental rates will be at then Fair Market Rate, then Tenant’s right to extend the initial Term shall automatically lapse and Tenant shall have no right to extend the Term. In the event that Tenant shall exercise the options granted hereunderbut, the applicable Extension Term shall be upon the same terms and conditions as are in effect under this Lease immediately preceding the commencement of such option period except that the Annual Base Rent due from the Tenant shall be increased as provided hereinbelow and Tenant shall have no further rights or options whatsoever to extend the term beyond the expiration of such Extension Term. The initial and any Extension Term are hereinafter sometimes collectively referred to as the “term” or “Term.” If Tenant exercises the right to extend the Term as herein provided, then no later than thirty (30) days following receipt of Tenant’s notice, Landlord shall notify Tenant in writing of Landlord’s determination of the fair market rent (which shall in no event be case, less than the current Base Rent then in effect for the last year of the current Term of the Lease) for the Leased Premises for the Extension Term (“Landlord’s Rental Notice”)Premises. If Tenant does not object to Xxxxxxxx’s determination of such fair market rent by written notice to Landlord within ten (10) days after the date of Landlord’s Rental Notice, then Tenant The Fair Market Rent shall be deemed to have accepted established by agreement between Landlord and Tenant in accordance with the market rent set forth FAIR MARKET RENT DEFINITION section or, failing agreement, in Landlord’s Rental Notice. If Tenant does timely object to Landlord’s Rental Notice, accordance with the parties shall use commercially reasonable efforts to agree upon the fair market rent for the Extension Term, however, if the parties cannot agree upon the fair market rent within thirty (30) days after Landlord receives Tenant’s notice of objection, then the Lease shall not be extended and Tenant’s rights under this Section 37 shall terminate and be of no further force or effectARBITRATION PROCEDURES section.

OPTION TO EXTEND LEASE. TenantIn the event that Lessee shall not be in default in the performance of any term or condition of this Lease, (i) so long as there then exists no Event of Default either at upon the time of exercise or at the first day expiration of the applicable Extension Term (as hereinafter defined)Lease term, and (ii) this Lease is in full force and effect and (iii) the Tenant named herein has not assigned this Lease and is in occupancy of the entire Leased Premises, Lessee shall have the right and option to extend the initial Term hereof Lease for one (1) an additional term of five (5) year years. Lessee's rights to exercise the option are contingent upon Lessee not being in default in the performance of any term or condition of this Lease or if in default, Lessee shall have cured the same prior to the deadline for exercising the extension option. During the extension period, all the terms and conditions of this Lease shall remain in effect except that the base rental for the extension period will be determined as set forth in paragraph 43, entitled "Rent Determination for Extended Period," and the rental commencing on the thirty-first (31st) month of the “Extension Terms”: each an “Extension Term”) upon written notice extended period will be adjusted as provided in paragraph 44, entitled "Rental Escalations." The option must be exercised by Lessee, if at all, prior to Landlord given not less than nine a date which shall be six (9) months and not more than twelve (126) months prior to the expiration of the initial TermLease term, as such Term may be extended, time being of the essence. The parties agree by notice to Lessor stating that if Tenant fails to exercise Lessee is exercising its option to extend. Such exercise of the option shall automatically extend the initial term strictly within of the tune periods Lease upon the terms and conditions herein set forth in forth, and no further writing need be executed by Lessee or Lessor, except that no term extension shall occur or take effect if, prior to its commencement, Lessee shall have assigned or sublet (by operation of law or otherwise and with or without Lessor's consent) this SectionLease or the Premises. Once exercised, then Tenant’s Lessee shall not have the right to extend revoke its election to exercise the initial Term shall automatically lapse and Tenant shall have no right to extend the Termoption. In the event that Tenant shall exercise the options granted hereunderoption is not exercised as provided for herein within the time provided for, the applicable Extension Term option shall be upon the same terms expire, and conditions as are in effect under this Lease immediately preceding the commencement of such option period except that the Annual Base Rent due from the Tenant shall be increased as provided hereinbelow and Tenant Lessee shall have no further rights right to renew or options whatsoever to extend the term beyond the expiration of such Extension Term. The initial and any Extension Term are hereinafter sometimes collectively referred to as the “term” or “TermLease.” If Tenant exercises the right to extend the Term as herein provided, then no later than thirty (30) days following receipt of Tenant’s notice, Landlord shall notify Tenant in writing of Landlord’s determination of the fair market rent (which shall in no event be less than the Base Rent for the last year of the current Term of the Lease) for the Leased Premises for the Extension Term (“Landlord’s Rental Notice”). If Tenant does not object to Xxxxxxxx’s determination of such fair market rent by written notice to Landlord within ten (10) days after the date of Landlord’s Rental Notice, then Tenant shall be deemed to have accepted the market rent set forth in Landlord’s Rental Notice. If Tenant does timely object to Landlord’s Rental Notice, the parties shall use commercially reasonable efforts to agree upon the fair market rent for the Extension Term, however, if the parties cannot agree upon the fair market rent within thirty (30) days after Landlord receives Tenant’s notice of objection, then the Lease shall not be extended and Tenant’s rights under this Section 37 shall terminate and be of no further force or effect.

OPTION TO EXTEND LEASE. TenantTenant shall have the option, (i) for so long as there then exists no Event of Default either at the time of exercise or at the first day of the applicable Extension Term (as hereinafter defined)[employee] shall be employed by E*TRADE, and (ii) this Lease is in full force and effect and (iii) the Tenant named herein has not assigned this Lease and is in occupancy of the entire Leased Premises, shall have the right and option to extend the initial Term hereof for one (1) additional five (5) year period term of this Lease (the “"Extension Option") for successive terms of one year each (the "Option Terms”: each an “Extension Term”") upon written and subject to the terms and conditions of this paragraph 21. Each Extension Option shall be exercised, if at all, by notice (the "Option Exercise Notice") given to Landlord given Owner not less earlier than nine (9) four months and not more nor later than twelve (12) two months prior to the expiration date of the initial Term, as such Term may be extended, time being of the essence. The parties agree that if Tenant fails to exercise its option to extend the initial term strictly within the tune periods set forth in this Section, then Tenant’s right to extend the initial Term shall automatically lapse and Tenant shall have no right to extend the Term. In If Tenant exercises an Extension Option, each of the event terms, covenants and conditions of the Lease shall apply during such Option Term as though the expiration date of the Option Term was the date originally set forth herein as the expiration date, except that Tenant shall exercise the options granted hereunder, the applicable Extension Rent for such Option Term shall be upon the same terms fair market rental for the Property as reasonably determined by Owner ("Fair Market Rental"). Notwithstanding the foregoing, if Tenant (i) fails to timely exercise any Extension Option, or (ii) cancels an Option Exercise Notice as provided below, the remaining Extension Options shall automatically be null and void. If Tenant is in default under any of the terms, covenants or conditions as are in effect under of this Lease immediately preceding either at the time Tenant exercises an Extension Option or at any time thereafter prior to the commencement date of the Option Term, Owner shall have, in addition to all of Owners' other rights and remedies provided in this Lease, the right to terminate the Extension Option upon notice to Tenant. Within ten business days after Owner's receipt of an Option Exercise Notice, Owner shall give notice to Tenant of its determination of Fair Market Rental for such option period except that ("Rental Notice"). Tenant may, by notice delivered to Owner within ten business days following receipt of a Rental Notice, cancel his or her Option Exercise Notice, in which case this Lease shall terminate at the Annual Base Rent due from end of the Tenant then current term. In no event shall any provision of this paragraph be increased as provided hereinbelow and Tenant shall have no further rights or options whatsoever construed to extend the term beyond the expiration of such Extension Term. The initial and any Extension Term are hereinafter sometimes collectively referred to as the “term” or “Term.” If Tenant exercises the right to extend the Term as herein provided, then no later than thirty (30) days following receipt of Tenant’s notice, Landlord shall notify Tenant in writing of Landlord’s determination of the fair market rent (which shall in no event be less than the Base Rent for the last year of the current Term of the Lease) for the Leased Premises for the Extension Term (“Landlord’s Rental Notice”). If Tenant does not object to Xxxxxxxx’s determination of such fair market rent by written notice to Landlord within ten (10) days after Lease beyond the date of Landlord’s Rental Notice, then Tenant shall be deemed to have accepted the market rent set forth in Landlord’s Rental Notice. If Tenant does timely object to Landlord’s Rental Notice, the parties shall use commercially reasonable efforts to agree upon the fair market rent for the Extension Term, however, if the parties cannot agree upon the fair market rent within thirty (30) days after Landlord receives Tenant’s notice termination of objection, then the Lease shall not be extended and Tenant’s rights under this Section 37 shall terminate and be of no further force or effect[employee]' employment by E*TRADE.

OPTION TO EXTEND LEASE. Tenant, (i) so long as there then exists no Event of Default either at the time of exercise or at the first day of the applicable Extension Term (as hereinafter defined), and (ii) this Lease is in full force and effect and (iii) the Tenant named herein has not assigned this Lease and is in occupancy of the entire Leased Premises, Lessee shall have the right and option (“Option”) to extend the initial Term hereof term of this Lease on all provisions contained in this Lease, except the Base Rent, for one a period of three (13) additional five (5) year period years (the “Extension Terms”: each an “Extension Extended Term”) upon following the expiration of the initial term of this Lease, by giving written notice of the exercise of the Option (“Option Notice”) to Landlord given not less than nine Lessor at least six (96) months and months, but not more than twelve (12) months prior to the expiration of the initial Termterm of this Lease (“Option Notice Period”). Once Lessee delivers the Option Notice, as such Term may Lessee cannot revoke it and any attempt to revoke the exercise shall be extendedvoid. Any Option Notice given at any time other than the Option Notice Period shall be void and of no effect. Notwithstanding the above, time being (i) if lessee is in Default of the essenceLease on the date of giving the Option Notice, has been late in making payments of any amounts owed pursuant to this Lease more than two (2) times, then Lessor may deem the Option Notice void and of no effect, and (ii) if Lessee is in Default of the Lease on the date the Extended Term is to begin, then Lessor may deem the Option void and terminate the Lease as of the end of the Original Term. The parties agree Lessee may only exercise the Option on all but not less than all of the Premises. Any Option Notice that if Tenant fails purports to exercise its option the Option for less than all of the Premises, shall be deemed to extend exercise the initial term strictly within Option for all of the tune periods set forth Premises. If Lessee has not been in this Sectionpossession of all of the Premises (no part of the Premises has been vacated or sublet) for all of 2013, then Tenantnotwithstanding any other provision of this Lease, Lessor may, in Lessor’s right to extend sole and absolute discretion, terminate the initial Term shall automatically lapse and Tenant shall have no right to extend Lease as of the Term. In end of the event that Tenant shall exercise the options granted hereunder, the applicable Extension Term shall be upon the same terms and conditions as are in effect under this Lease immediately preceding the commencement of such option period except that the Annual Base Rent due from the Tenant shall be increased as provided hereinbelow and Tenant shall have no further rights or options whatsoever to extend the term beyond the expiration of such Extension Original Term. The initial and any Extension Term are hereinafter sometimes collectively referred to as the “term” or “Term.” If Tenant exercises the right to extend the Term as herein provided, then no later than Parties shall have thirty (30) days following receipt after Lessor receives the Option Notice during which to attempt to agree on the monthly rent during the extended term. If the parties agree on the monthly rent for the Extended Term, they shall immediately execute an amendment to this Lease which shall state the monthly rent for the Extended Term and the fact that the Extended Term shall end on April 30, 2017. (a) If the Parties are unable during this time period to agree on the monthly Base Rent during the Extended Term, then each party shall lure a licensed real estate broker (“Appraiser”) with at least five years of Tenant’s notice, Landlord shall notify Tenant experience representing landlords and/or tenants in writing of Landlord’s determination of comparable size space with comparable improvements in comparable locations to the Premises to determine the fair market rent Base Rent for the initial month of the Extended Term. Such determination shall take into account the size, location, and the improvements to the Premises. Comparable locations shall be deemed to be Mountain View, Palo Alto and Menlo Park. If the two Appraisers cannot agree on the fair market Base Rent for the initial month of the Extended Term, then they shall appoint a licensed real estate broker with at least five years of experience representing landlords and/or tenants in comparable size space within a five-mile radius of the Premises (which “Third Appraiser”). The Third Appraiser selected shall be required to select either the Lessor’s value or Lessee’s value. Notwithstanding the above, in no event shall the Base Rent for the initial month of the Extended Term be less than the Base Rent for payable immediately prior to the last year beginning of the current Term Extended Term. (b) Each party shall pay the cost of their Appraiser and one half of the Leasecost of the Third Appraiser. (c) for Both parties agree that neither party shall have the Leased Premises for the Extension Term (“Landlord’s Rental Notice”). If Tenant does not object to Xxxxxxxx’s determination of such fair market rent by written notice to Landlord within ten (10) days after the date of Landlord’s Rental Notice, then Tenant shall be deemed right to have accepted a court or other third party determine the market rent set forth in Landlord’s Rental NoticeBase Rent for any Extended Term. If Tenant does timely object Both Parties agree that neither party shall have the right to Landlord’s Rental Notice, have a court or other third party (other than as stated above) determine the parties shall use commercially reasonable efforts to agree upon the fair market monthly rent for the Extension Extended Term. The Option granted to Lessee in this Lease is personal to the original Lessee (unless an Assignee or Sublessee as permitted under the provisions of Paragraph 12) named in Section 1.1 hereof, however, if the parties and cannot agree upon be voluntarily or involuntarily assigned or exercised by any person or entity other than said original Lessee while the fair market rent within thirty (30) days after Landlord receives Tenant’s notice original Lessee is in full and actual possession of objectionthe Premises and without the intention of thereafter assigning or subletting. The Option herein granted to Lessee is not assignable, then either as a part of an assignment of this Lease or separately or apart therefrom, and the Lease shall Option cannot be extended and Tenant’s rights under separated from this Section 37 shall terminate and be of no further force Lease in any manner, by reservation or effectotherwise. 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

OPTION TO EXTEND LEASE. Tenant, (i) so long as there then exists no Event of Default either at Provided the time of exercise or at the first day of the applicable Extension Term (as hereinafter defined), and (ii) this Lease is in full force and effect and (iii) the Tenant named herein has is not assigned this Lease and is then in occupancy of the entire Leased Premisesmaterial default beyond any applicable notice, grace or cure period, Tenant shall have the right and option to elect to extend the initial Initial Term hereof for one up to four (14) consecutive, additional five (5) year period terms (the “Extension Terms”: each each, an “Extension Extended Term”) upon written by giving Landlord notice of its election to Landlord given do so not less than nine (9) months and not more than twelve (12) months prior to the expiration beginning of the initial each such Extended Term, as such Term may be extended, time being of the essence. The parties agree that if Tenant fails to exercise its option to extend the initial term strictly within the tune periods set forth in this Section, then Tenant’s right to extend the initial Term shall automatically lapse and Tenant shall have no right to extend the Term. In the event that Tenant shall exercise the options granted hereunder, the applicable Extension Term Extended Terms shall be upon exercised separately and shall be on the same terms and conditions as are in effect under this Lease immediately preceding except: (i) for Base Rent, which shall be adjusted as set forth below; and (ii) after the commencement last exercised Extended Term there shall be no further renewals of such option period this Lease except that the Annual as agreed to in writing by Landlord and Tenant. Base Rent due from the Tenant for each Extended Term shall be increased as provided hereinbelow agreed by Landlord and Tenant, but if not agreed to in writing by Landlord and Tenant shall have no further rights or options whatsoever to extend the term beyond the expiration of such Extension Term. The initial and any Extension Term are hereinafter sometimes collectively referred to as the “term” or “Term.” If Tenant exercises the right to extend the Term as herein provided, then no later than thirty within ninety (3090) days following receipt of the date of Tenant’s noticenotice of election to extend, Landlord then Base Rent shall notify Tenant in writing of Landlord’s determination be at 90% of the then-current fair market rent base rental rate for similar office space on the Portland peninsula (which rate shall in no event be less than the Base Rent for the last year not include consideration of the current Term of the Lease) for any Tenant-installed improvements or modifications to the Leased Premises for the Extension Term (“Landlord’s Rental Notice”Premises). If Tenant does not object to Xxxxxxxx’s determination of , as such fair market rent rate established by written notice to Landlord within ten market appraisals by three (103) days after the date of Landlord’s Rental NoticePortland-based MAI appraisers. Each party shall, then Tenant shall be deemed to have accepted the market rent set forth in Landlord’s Rental Notice. If Tenant does timely object to Landlord’s Rental Notice, the parties shall use commercially reasonable efforts to agree upon the fair market rent for the Extension Term, however, if the parties cannot agree upon the fair market rent within thirty (30) days after Landlord receives Tenant’s notice of objectionits election to exercise, select an appraiser, who shall have at least five (5) years of experience in appraising commercial properties in the Greater Portland area. If either Landlord or Tenant fails to timely appoint an appraiser the appraiser so appointed shall select a second (2nd) appraiser. The two (2) appraisers shall together select a third appraiser similarly qualified. The three (3) appraisers together shall attempt to agree on the then fair market base rental rate for the Lease Leased Premises discounted in accordance with this Lease; in the absence of a unanimous decision, the fair market base rental rate shall not be extended determined by majority vote. Landlord and Tenant’s rights under this Section 37 Tenant shall terminate each pay the cost and be expenses of no further force or effecttheir designated appraiser, and share equally the cost and expenses of the third (3rd) appraiser.

OPTION TO EXTEND LEASE. Tenant, (i) so long as there then exists no Event Provided that Lessee has not been in default under any of Default either the provisions of this Lease beyond any cure period specified herein and is not in default hereunder at the time of exercise or at the first day of the applicable Extension Term (as hereinafter defined)it exercises this option, and (ii) this Lease is in full force and effect and (iii) the Tenant named herein has not assigned this Lease and is in occupancy of the entire Leased Premises, Lessee shall have the right and one (1) option to extend the initial Term hereof term of this Lease for one (1) an additional term of five (5) year period years (the “Extension Terms”: each an “Extension Term”"extended term") following the expiration of this Lease, upon all of the same terms and conditions as this Lease, provided that such option shall be exercised by written notice to Landlord given not less than nine (9) months and Lessor not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Term, as such Term may original term of this Lease. The rent for the extended term shall be extended, time being 100% of the essencefair market rental for the Premises, taking into account any concessions to tenants of comparable size and credit in buildings of similar age and quality in the immediate submarket. The parties agree that if Tenant fails to exercise its option to extend the initial term strictly within the tune periods set forth in this Section, then Tenant’s right to extend the initial Term shall automatically lapse and Tenant shall have no right to extend the Term. In the event that Tenant shall exercise the options granted hereunder, the applicable Extension Term shall be upon the same terms and conditions as are in effect under this Lease immediately preceding the commencement of such option period except that the Annual Base Rent due from the Tenant shall be increased as provided hereinbelow and Tenant shall have no further rights or options whatsoever to extend the term beyond the expiration of such Extension Term. The initial and any Extension Term are hereinafter sometimes collectively referred to as the “term” or “Term.” If Tenant exercises the right to extend the Term as herein provided, then no later than Within thirty (30) days following receipt of Tenant’s noticethe date Lessee exercises its option, Landlord Lessor and Lessee shall notify Tenant in writing of Landlord’s determination of use their reasonable best efforts to agree on the fair market rent (which shall in no event be less than the Base Rent for the last year of extended term. If Lessor and Lessee are unable to agree on the current Term of the Lease) rent for the Leased Premises for the Extension Term extended term within said thirty (“Landlord’s Rental Notice”). If Tenant does not object to Xxxxxxxx’s determination of such fair market rent by written notice to Landlord 30) day period, then within ten (10) days after said period, Lessor and Lessee shall each submit to the date other in writing their good faith estimate of Landlord’s Rental Noticethe rent for the extended term. If the higher of said estimates is not more than one hundred ten percent (110%) of the lower of such estimates, the rent for the extended term shall be the average thereof. If otherwise, then Tenant shall be deemed within five (5) days after submission of said estimates, either party may submit the question to have accepted appraisal in accordance with the market rent set forth in Landlord’s Rental Noticefollowing procedure. If Tenant does timely object to Landlord’s Rental NoticeWithin twenty (20) days after either party requests appraisal, the parties shall use commercially reasonable efforts to agree upon select a mutually acceptable commercial real estate broker with experience in the fair market leasing of comparable space in the vicinity of the premises, who shall determine the rent for the Extension Term, however, if extended term. If the parties cannot agree on such a commercial real estate broker within said twenty (20) day period, then within five (5) days thereafter, each party shall select an independent commercial real estate broker meeting the criteria set forth above. If one party shall fail to make such appointment within said five (5) day period, then the broker chosen by the other party shall determine the rent for the extended term. Within twenty (20) days thereafter, each such broker shall independently determine his or her opinion of the rent for the extended term, and shall provide a report to Lessor and Lessee stating the basis for such opinion. If Lessor and Lessee cannot agree upon the fair market rent for the extended term within thirty twenty (3020) days thereafter, the two brokers shall within such twenty (20) day period select a third commercial real estate broker meeting the above criteria and the third broker shall select the rent for the extended term determined by one of the two brokers. If the two brokers selected by Lessor and Lessee cannot agree on the third broker, the third broker shall be selected by Lessor and Lessee within five (5) days after Landlord receives Tenant’s notice the expiration of objectionsaid twenty (20) day period. If Lessor and Lessee cannot agree on the third broker, the third broker shall be selected by the then presiding judge of the Lease Xxxxxxxx Xxxxx of California in and for the City and County of San Francisco. If the foregoing process does not result in the selection of a third broker, the parties shall not equally share the costs associated with the selection process. The amount selected in accordance with this paragraph shall be deemed to be the rent for the extended term and Tenant’s rights under such determination shall be final and binding on both Lessor and Lessee. The cost of the appraisal shall be borne by the nonprevailing party, as determined by the third broker. In no event shall the rent for the extended term be less than the rent in effect during the last month of the original term of this Section 37 shall terminate and be of no further force or effectLease.

OPTION TO EXTEND LEASE. Tenant, (ia) so long as there then exists no Event of Default either at the time of exercise or at the first day of the applicable Extension Term (as hereinafter defined), and (ii) this Lease is in full force and effect and (iii) the Tenant named herein has not assigned this Lease and is in occupancy of the entire Leased Premises, shall have the right and one (1) two (2)year option to extend the initial Term hereof for one (1) additional five (5) year period term of this Lease (the “Extension TermsOption”: each ) on the terms and conditions set forth herein. The two year option period shall be referred to herein as an “Extension Extended Term”) upon .” Tenant shall be required to give Landlord written notice of its intention to Landlord given not less than nine exercise its option at least four (9) months and not more than twelve (124) months prior to the expiration of the initial Term. (b) The Option shall be personal to Tenant and may not be, as such Term voluntarily or involuntarily, exercised by or assigned to any person or entity other than Tenant. (c) The period of time within which the Option may be extended, time being of the essence. The parties agree that if Tenant fails to exercise its option to extend the initial term strictly within the tune periods set forth in this Section, then Tenant’s right to extend the initial Term shall automatically lapse and Tenant shall have no right to extend the Term. In the event that Tenant shall exercise the options granted hereunder, the applicable Extension Term shall be upon the same terms and conditions as are in effect under this Lease immediately preceding the commencement of such option period except that the Annual Base Rent due from the Tenant shall be increased as provided hereinbelow and Tenant shall have no further rights or options whatsoever to extend the term beyond the expiration of such Extension Term. The initial and any Extension Term are hereinafter sometimes collectively referred to as the “term” or “Term.” If Tenant exercises the right to extend the Term as herein provided, then no later than thirty (30) days following receipt of Tenant’s notice, Landlord shall notify Tenant in writing of Landlord’s determination of the fair market rent (which shall in no event be less than the Base Rent for the last year of the current Term of the Lease) for the Leased Premises for the Extension Term (“Landlord’s Rental Notice”). If Tenant does not object to Xxxxxxxx’s determination of such fair market rent by written notice to Landlord within ten (10) days after the date of Landlord’s Rental Notice, then Tenant shall be deemed to have accepted the market rent set forth in Landlord’s Rental Notice. If Tenant does timely object to Landlord’s Rental Notice, the parties shall use commercially reasonable efforts to agree upon the fair market rent for the Extension Term, however, if the parties cannot agree upon the fair market rent within thirty (30) days after Landlord receives Tenant’s notice of objection, then the Lease exercised shall not be extended and or enlarged by reason of Tenant’s inability to exercise such Option prior to satisfaction of the foregoing conditions precedent. All rights under this Section 37 of Tenant to any extension shall terminate and be of no further force or effecteffect even after Tenant’s due and timely exercise thereof if, after such exercise, but prior to the commencement date of the Extended Term in question: (1) Tenant falls to pay to Landlord a monetary obligation of Tenant for a period of ten (10) days after such obligation becomes due (without any necessity of Landlord to give notice thereof to Tenant); (2) Tenant fails to commence to cure a material non-monetary default within thirty (30) days after Landlord gives written notice to Tenant of such default; provided, however, that if the nature of Tenant’s default is such that more than thirty (30) days are reasonably required for its cure, then Tenant shall not be in default if it begins such cure within the thirty (30) day period described above and, thereafter, diligently prosecutes such cure to completion; or (3) Landlord gives to Tenant three (3) or more notices of default (and Tenant was in fact in default in such instances) during the initial lease Term or applicable Extended Term, whether or not such defaults are cured. Landlord’s waiver of its right to terminate this Lease due to Tenant’s default in any instance shall not be deemed a waiver of the foregoing conditions precedent and conditions subsequent to the exercise of the Option. Landlord and Tenant have signed this Lease at the place and on the dates specified adjacent to their signatures below. Dated: October , 2006 “LANDLORD” VINAIGRETTES, LLC By: Dated: October , 2006 “TENANT” ORGANIC HOLDING COMPANY, INC., a Delaware corporation By: Xxxxx Xxxxx Chief Executive Officer ORGANIC HOLDING COMPANY, INC. 000 Xxxxx Xxxxxx, Xxxxx 0000 Xxxxxxx XX 00000 Xx. Xxx Xxxxxx c/o Vinaigrettes 000 Xxxxx Xxxxxxxx Xxxxxxxxx Xxx Xxxxxxx, XX 00000 Dear Xxx: Organic Holding Company, Inc., a Delaware corporation (the “Company”) is pleased to offer you employment on the following terms:

OPTION TO EXTEND LEASE. Tenant, (i) so long as there then exists no Event of Default either at the time of exercise or at the first day Reference is made to paragraph 39 of the applicable Extension Term (as hereinafter defined), and (ii) Lease setting forth provisions governing Options under this Lease is in full force and effect and (iii) the Tenant named herein has not assigned this Lease and is in occupancy of the entire Leased Premises, shall have the right and option Lease. Lessor hereby grants to extend the initial Term hereof for one (1) additional five (5) year period (the “Extension Terms”: each Lessee an “Extension Term”) upon written notice to Landlord given not less than nine (9) months and not more than twelve (12) months prior to the expiration of the initial Term, as such Term may be extended, time being of the essence. The parties agree that if Tenant fails to exercise its option Option to extend the initial term strictly within of this Lease, subject to the tune periods set forth in this Section, then Tenant’s right to extend provisions of said paragraph 39. Said Option shall be for an additional term of five (5) years following the last day of the initial Term shall automatically lapse and Tenant shall have no right to extend the Termterm hereof. In the event that Tenant shall Written notice of Lessee's exercise the options granted hereunder, the applicable Extension Term of said Option shall be upon given to Lessor not more than 180 days, nor less than 90 days before the same terms last day of the initial term of the Lease. Failure to give Lessor such notice as aforesaid shall cause said option to lapse forthwith and conditions as are in effect under this Lease immediately preceding the commencement of such option period except that the Annual Base Rent due from the Tenant shall be increased as provided hereinbelow and Tenant thereafter shall have no further rights force or options whatsoever to extend the term beyond the expiration of such Extension Termeffect, and may not be exercisable by Lessee. The initial and any Extension Term are hereinafter sometimes collectively referred basic monthly rent during the first year of the Option term shall be ninety-five percent (95%) of the then fair market rental value of the leased premises in its then existing condition subject to the annual three percent (3%) adjustment increases as the “term” or “Term.” If Tenant exercises the right to extend the Term as herein provided, then no later than provided in paragraph 50 hereof. Within thirty (30) days following receipt of Tenant’s notice, Landlord shall notify Tenant in writing of Landlord’s determination prior to the commencement of the fair market rent (which Option term, Lessor and Lessee shall in no event be less than negotiate and attempt to agree on the Base Rent rental for the last year of Option term. In the current Term of event the Lease) for the Leased Premises for the Extension Term (“Landlord’s Rental Notice”). If Tenant does not object Lessor and Lessee are unable to Xxxxxxxx’s determination of such fair market rent by written notice to Landlord agree, then within ten (10) days after the date of Landlord’s Rental NoticeOption term begins, then Tenant the same shall be deemed submitted to have accepted binding arbitration to determine said rental rate. Each party shall select an appraiser familiar with commercial industrial office rental property rates for buildings and property similarly situated to the market leased property. The two appraisers so selected shall establish the rent set forth in Landlord’s Rental Notice. If Tenant does timely object to Landlord’s Rental Notice, the parties shall use commercially reasonable efforts to agree upon the fair market rent for the Extension Term, however, if the parties cannot agree upon the fair market rent by agreement within thirty twenty (3020) days after Landlord receives Tenant’s notice their appointment. Upon failure of objectionthe two (2) appraisers to agree, then they shall select a third appraiser similarly qualified to them who shall determine said rental rate within twenty (20) days after his appointment. The rate so fixed shall be effective retroactively to the Lease commencement date of the Option term, but in no event shall not it be extended less than the rental rate in effect during the last year of the initial term of the Lease. The fees and Tenant’s rights under this Section 37 costs of the appraiser selected by each party shall terminate be born by that party. The fees and costs of any third appraiser selected by the two (2) appraisers shall be of no further force born equally by the Lessor and the Lessee. The appraisers selected may be licensed appraisers, or effectreal estate brokers or licensed sales agents who are active in leasing and offering property for lease which is comparable in type and location to the leased premises.

OPTION TO EXTEND LEASE. Tenant, (i) so long as there then exists no Event of Default either at the time of exercise or at the first day of the applicable Extension Term (as hereinafter defined), and (ii) this Lease is in full force and effect and (iii) the Tenant named herein has not assigned this Lease and is in occupancy of the entire Leased Premises, shall have the right and option to extend the initial Term hereof for one (1) additional five (5) year period (the “Extension Terms”: each an “Extension TermOption”) upon to extend this Lease for all (but not part) of the Premises, as hereinafter provided, for two (2) periods of three (3) years each (hereinafter referred to as “Renewal Term One” and “Renewal Term Two”) provided that (i) there is not then an Event of Default at the time of exercise of the Option nor at the commencement of either of the Renewal Terms; and (ii) that there has not been a material adverse change to Tenant’s financial status. Tenant’s right to extend for any Renewal Term shall lapse without further act or deed if Tenant has not exercised its option to extend for all available preceding Renewal Terms. The Option shall be exercised by Tenant giving written notice to Landlord given not less than nine (9) months and of Tenant’s intention to exercise said Option on or before that date which is not more than twelve (12) months nor less than nine (9) months prior to the then applicable expiration date for the Term. Unless Landlord has received such written notice of Tenant’s intention to exercise said Option within the time period specified herein, then Landlord shall have no further obligation to offer the Premises to the Tenant. If Tenant has not exercised its Option to extend the Terms as outlined herein, Landlord shall be entitled to show the Premises at least nine (9) months prior to the expiration of each Term and offer the initial Term, as such Term may be extended, time being of the essencePremises for lease to any other prospective tenants. The parties agree Option contained herein is personal to Tenant and shall not be assigned or sublet to another party, except as to such party that if Tenant fails to exercise its option to extend the initial term strictly within the tune periods set forth in this Sectionpurchases Tenant. Rental rates will be at then Fair Market Rate, then Tenant’s right to extend the initial Term shall automatically lapse and Tenant shall have no right to extend the Term. In the event that Tenant shall exercise the options granted hereunderbut, the applicable Extension Term shall be upon the same terms and conditions as are in effect under this Lease immediately preceding the commencement of such option period except that the Annual Base Rent due from the Tenant shall be increased as provided hereinbelow and Tenant shall have no further rights or options whatsoever to extend the term beyond the expiration of such Extension Term. The initial and any Extension Term are hereinafter sometimes collectively referred to as the “term” or “Term.” If Tenant exercises the right to extend the Term as herein provided, then no later than thirty (30) days following receipt of Tenant’s notice, Landlord shall notify Tenant in writing of Landlord’s determination of the fair market rent (which shall in no event be case, less than the current Base Rent then in effect for the last year of the current Term of the Lease) for the Leased Premises for the Extension Term (“Landlord’s Rental Notice”)Premises. If Tenant does not object to Xxxxxxxx’s determination of such fair market rent by written notice to Landlord within ten (10) days after the date of Landlord’s Rental Notice, then Tenant The Fair Market Rent shall be deemed to have accepted established by agreement between Landlord and Tenant in accordance with the market rent set forth FAIR MARKET RENT DEFINITION section or, failing agreement, in Landlord’s Rental Notice. If Tenant does timely object to Landlord’s Rental Notice, accordance with the parties shall use commercially reasonable efforts to agree upon the fair market rent for the Extension Term, however, if the parties cannot agree upon the fair market rent within thirty (30) days after Landlord receives Tenant’s notice of objection, then the Lease shall not be extended and Tenant’s rights under this Section 37 shall terminate and be of no further force or effectARBITRATION PROCEDURES section.

OPTION TO EXTEND LEASE. Tenant, (i) so long as there then exists A. Provided no Event of Default either at the time of exercise or at the first day of the applicable Extension Term (as hereinafter defined)is continuing hereunder, and (ii) this Lease is in full force and effect and (iii) the Tenant named herein has not assigned this Lease and is in occupancy of the entire Leased Premises, shall have the right and option to extend the initial Term hereof for one of this Lease (1hereinafter, the "Option") additional five (5) year period (the “Extension Terms”: each an “Extension Term”) upon written notice to Landlord given not less than nine (9) months and not more than twelve (12) months prior to the expiration of the initial Term, as such Term may be extended, time being of the essence. The parties agree that if Tenant fails to exercise its option to extend the initial term strictly within the tune periods set forth in this Section, then Tenant’s right to extend the initial Term shall automatically lapse and Tenant shall have no right to extend the Term. In the event that Tenant shall exercise the options granted hereunder, the applicable Extension Term shall be Lease for one consecutive period of Four years upon the same terms and conditions as are set forth in effect under this Lease immediately preceding the commencement of such option period Lease, except that the Annual Base Rent due from the Tenant shall be increased determined as provided hereinbelow and Tenant shall have no further rights or options whatsoever to extend the term beyond the expiration of such Extension Term. The initial and any Extension Term are hereinafter sometimes collectively referred to as the “term” or “Termset forth below.” If Tenant exercises the right to extend the Term as herein provided, then no B. No later than thirty fifteen (3015) days following receipt months prior to the end of Tenant’s noticethe initial term, Landlord shall notify advise Tenant in writing of Landlord’s determination of the fair market rent (which shall in no event be less than the estimated Base Rent for the last year of Option Period based on the then current Term of CPI-U. Tenant shall exercise the Lease) for the Leased Premises for the Extension Term (“Landlord’s Rental Notice”). If Tenant does not object to Xxxxxxxx’s determination of such fair market rent Option by giving written notice to Landlord within by the later of (i) one hundred eighty (180) days of receipt of Landlord's notice or (ii) two hundred seventy (270) days prior to the end of the initial term. Landlord will provide Tenant with the exact Base Rent for the Option Period in July 2005. In the event Tenant fails to pay amounts due hereunder more than ten (10) days after the due date more than two (2) times in the one hundred eighty (180) days prior to the end of Landlord’s Rental Noticethe initial term, Landlord will have the option of declaring that Tenant has forfeited the Option. Upon exercise of the Option by Tenant, Landlord shall provide Tenant a refurbishment allowance of $3.00 per square foot for the then Tenant size of the Demised Premises to be disbursed in accordance with customary construction disbursement procedures. C. Base Rent during each Lease Year of the Option period shall be deemed an amount equal to have accepted the market rent set forth in Landlord’s Rental Notice. If Tenant does timely object to Landlord’s Rental Noticeproduct obtained by multiplying three hundred twenty-eight thousand five-hundred ninety six Dollars ($328,596.00) by a fraction, the parties numerator of which is the "Consumer Price Index-Seasonally Adjusted U.S. City Average For All Items For All Urban Consumers (1982-84=100)" published monthly in the "Monthly Labor Review" of the Bureau of Labor Statistics of the United States Department of Labor ("CPI-U"), for June, 2005 and the denominator of which is the CPI-U for June 2002, provided that in no event shall use commercially reasonable efforts to agree upon the fair market rent for the Extension Term, however, if the parties cannot agree upon the fair market rent within thirty annual Base Rent payable during Option Period be less than three hundred twenty eight thousand five-hundred ninety six Dollars (30) days after Landlord receives Tenant’s notice of objection, then the Lease shall not be extended and Tenant’s rights under this Section 37 shall terminate and be of no further force or effect$328,596.00).

OPTION TO EXTEND LEASE. Tenant, (i) so long as there then exists no Event of Default either at the time of exercise or at the first day of the applicable Extension Term (as hereinafter defined), and (ii) this Lease is in full force and effect and (iii) the Tenant named herein has not assigned this Lease and is in occupancy of the entire Leased Premises, shall have the right and option option, provided it is not then in default hereunder, to extend the initial Term hereof term of the Lease for one two (12) additional five consecutive periods of sixty (560) year period months each (the “Extension "Extended Terms”: "), upon the same terms and conditions as provided herein, except that: (a) Minimum Rent shall be adjusted as provided in Paragraph 2 below; and (b) no further Extended Terms shall be available to Tenant following the expiration of the second Extended Term. Tenant shall exercise each an “Extension Term”such option by serving written notification ("Option Notice") upon written notice to Landlord given not less more than nine (9) months and not more or less than twelve four (124) months prior to the expiration of the initial Lease (or of the first Extended Term, as such Term may in the case of extension option for the second Extended Term), of its election to extend this Lease. The options to extend this Lease shall be extendedexercisable by Tenant on the express conditions that at each time of exercise, time being and at all times prior to the commencement of any Extended Term, Tenant shall not be in default under any of the essence. The parties agree that if Tenant fails to exercise its option to extend the initial term strictly within the tune periods set forth in provisions of this SectionLease, then Tenant’s right to extend the initial Term shall automatically lapse and Tenant shall not have no right suffered any adverse change in its financial position which, in Landlord's sole judgment, impairs Tenant's ability to extend fulfill its obligations pursuant to this Lease. Wherever the Term. In the event that Tenant shall exercise the options granted hereundercontext of this Lease so requires, the applicable Extension Term shall be upon the same terms and conditions as are in effect under this term "Lease immediately preceding the commencement of such option period except that the Annual Base Rent due from the Tenant shall be increased as provided hereinbelow and Tenant shall have no further rights or options whatsoever to extend the term beyond the expiration of such Extension Term. The initial and any Extension Term are hereinafter sometimes collectively referred to as the “term” or “Term.” If Tenant exercises the right to extend the Term as herein provided, then no later than thirty (30) days following receipt of Tenant’s notice, Landlord shall notify Tenant in writing of Landlord’s determination of the fair market rent (which shall in no event be less than the Base Rent for the last year of the current Term of the Lease) for the Leased Premises for the Extension Term (“Landlord’s Rental Notice”). If Tenant does not object to Xxxxxxxx’s determination of such fair market rent by written notice to Landlord within ten (10) days after the date of Landlord’s Rental Notice, then Tenant " shall be deemed to have accepted the market rent set forth in Landlord’s Rental Noticeinclude any Extended Term for which Tenant has exercised its option. The options to extend this Lease are personal to Tenant. If Tenant does timely object to Landlord’s Rental Notice, subleases any portion of the parties shall use commercially reasonable efforts to agree upon the fair market rent for the Extension Term, however, if the parties cannot agree upon the fair market rent within thirty (30) days after Landlord receives Tenant’s notice of objection, then the Lease shall not be extended and Tenant’s rights Premises or assigns or otherwise transfers any interest under this Section 37 Lease prior to the exercise of any option, such option and any succeeding option shall terminate and be of no further force or effect.

OPTION TO EXTEND LEASE. Tenant, (i) so long as there then exists no Event of Default either at Provided the time of exercise or at the first day of the applicable Extension Term (as hereinafter defined), and (ii) this Lease is in full force and effect and (iii) the Tenant named herein has is not assigned this Lease and is then in occupancy of the entire Leased Premisesmaterial default beyond any applicable notice, grace or cure period, Tenant shall have the right and option to elect to extend the initial Initial Term hereof for one up to four (14) consecutive, additional five (5) year period terms (the “Extension Terms”: each each, an “Extension Extended Term”) upon written by giving Landlord notice of its election to Landlord given do so not less than nine (9) months and not more than twelve (12) months prior to the expiration beginning of the initial each such Extended Term, as such Term may be extended, time being of the essence. The parties agree that if Tenant fails to exercise its option to extend the initial term strictly within the tune periods set forth in this Section, then Tenant’s right to extend the initial Term shall automatically lapse and Tenant shall have no right to extend the Term. In the event that Tenant shall exercise the options granted hereunder, the applicable Extension Term Extended Terms shall be upon exercised separately and shall be on the same terms and conditions as are in effect under this Lease immediately preceding except: (i) for Base Rent, which shall be adjusted as set forth below; and (ii) after the commencement last exercised Extended Term there shall be no further renewals of such option period this Lease except that the Annual as agreed to in writing by Landlord and Tenant. Base Rent due from the Tenant for each Extended Term shall be increased as provided hereinbelow agreed by Landlord and Tenant, but if not agreed to in writing by Landlord and Tenant shall have no further rights or options whatsoever to extend the term beyond the expiration of such Extension Term. The initial and any Extension Term are hereinafter sometimes collectively referred to as the “term” or “Term.” If Tenant exercises the right to extend the Term as herein provided, then no later than thirty within ninety (3090) days following receipt of the date of Tenant’s noticenotice of election to extend, Landlord then Base Rent shall notify Tenant in writing of Landlord’s determination be at 90% of the then-current fair market rent base rental rate for similar office space on the Portland peninsula (which rate shall in no event be less than the Base Rent for the last year not include consideration of the current Term of the Lease) for any Tenant-installed improvements or modifications to the Leased Premises for the Extension Term (“Landlord’s Rental Notice”Premises). If Tenant does not object to Xxxxxxxx’s determination of , as such fair market rent rate established by written notice to Landlord within ten market appraisals by three (103) days after the date of Landlord’s Rental NoticePortland-based MAI appraisers. Each party shall, then Tenant shall be deemed to have accepted the market rent set forth in Landlord’s Rental Notice. If Tenant does timely object to Landlord’s Rental Notice, the parties shall use commercially reasonable efforts to agree upon the fair market rent for the Extension Term, however, if the parties cannot agree upon the fair market rent within thirty (30) days after Landlord receives Tenant’s notice of objectionits election to exercise, select an appraiser, who shall have at least five (5) years of experience in appraising commercial properties in the Greater Portland area. If either Landlord or Tenant fails to timely appoint an appraiser, the appraiser so appointed shall select a second (2nd) appraiser. The two (2) appraisers shall together select a third appraiser similarly qualified. The three (3) appraisers together shall attempt to agree on the then fair market base rental rate for the Lease Leased Premises discounted in accordance with this Lease; in the absence of a unanimous decision, the fair market base rental rate shall not be extended determined by majority vote. Landlord and Tenant’s rights under this Section 37 Tenant shall terminate each pay the cost and be expenses of no further force or effecttheir designated appraiser, and share equally the cost and expenses of the third (3rd) appraiser.

OPTION TO EXTEND LEASE. Tenant, (i) so long as there then exists no Event of Default either at the time of exercise or at the first day of the applicable Extension Term (as hereinafter defined), and (ii) 51.1 Provided this Lease is in full force and effect and (iii) Tenant is not in default under any of the Tenant named herein has not assigned other terms and conditions of this Lease beyond any applicable notice and cure period at the time of notification or commencement, Tenant shall have one (1) option to extend (the “Extension Option”) this Lease for a term of three (3) years (the “Extension Term”), for the portion of the Premises being leased by Tenant as of the date the Extension Term is to commence, on the same terms and conditions set forth in this Lease, except as modified by the terms, covenants and conditions as set forth below. Notwithstanding the foregoing, Tenant may only exercise the Extension Option hereunder if (a) at the time of exercise, Tenant is conducting regular, active, ongoing business in, and is in occupancy of, the Premises (b) at the time of exercise, no more than twenty-five percent (25%) of the entire Leased PremisesPremises is sublet; and (c) this Lease has not been assigned. 51.1.1 If Tenant elects to exercise the Extension Option, then Tenant shall provide Landlord with written notice no earlier than the date which is four hundred fifty (450) days prior to the expiration of the Term of this Lease (or, if applicable, the expiration of the Relocation Extension Term) but no later than the date which is three hundred sixty-five (365) days prior to the expiration of the Term of this Lease (or, if applicable, the expiration of the Relocation Extension Term) (such period, the “Extension Option Notice Period”). If Tenant fails to provide such notice, Tenant shall have the no further or additional right and option to extend the initial Term hereof of this Lease. 51.1.2 The Base Rent in effect at the expiration of the Term of this Lease shall be increased to reflect the Prevailing Market (defined below) rate. Landlord shall advise Tenant of the new Base Rent for one the Premises no later than thirty (130) additional five days after receipt of Tenant's written request therefor. Said request shall be made no earlier than thirty (530) year days prior to the first date on which Tenant may exercise its Extension Option under this Article 51. Notwithstanding anything to the contrary set forth herein, in no event shall the Base Rent rate for the Extension Term be less than the Base Rent rate in the preceding period (the “Minimum Renewal Rental Rate”). 51.1.3 If Tenant and Landlord are unable to agree on a mutually acceptable Base Rent for the Extension Terms”: each an “Extension Term”Term not later than one hundred eighty (180) upon written notice to Landlord given not less than nine (9) months and not more than twelve (12) months days prior to the expiration of the initial Term, as then Landlord and Tenant, within five (5) days after such Term may be extendeddate, time being shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the essence. The parties agree that if Tenant fails to exercise its option to extend Prevailing Market rate for the initial term strictly within Premises during the tune periods set forth in this Section, then Tenant’s right to extend the initial Term shall automatically lapse and Tenant shall have no right to extend the Term. In the event that Tenant shall exercise the options granted hereunder, the applicable Extension Term shall be upon the same terms and conditions as are in effect under this Lease immediately preceding the commencement of such option period except that the Annual Base Rent due from the Tenant shall be increased as provided hereinbelow and Tenant shall have no further rights or options whatsoever to extend the term beyond the expiration of such Extension Term. The initial and any Extension Term are hereinafter sometimes (collectively referred to as the “term” or “Term.” Estimates”), subject to the terms of Section 51.1.5 below regarding the Minimum Renewal Rental Rate. If Tenant exercises the right to extend higher of such Estimates is not more than one hundred three percent (103%) of the Term as herein providedlower of such Estimates, then no later than thirty the Prevailing Market rate shall be the average of the two Estimates. If the Prevailing Market rate is not established by the exchange of Estimates, then, within seven (307) days following receipt after the exchange of Tenant’s noticeEstimates, Landlord and Tenant shall notify Tenant each select an appraiser to determine which of the two Estimates most closely reflects the Prevailing Market rate for the Premises during the Extension Term. Each appraiser so selected shall be certified as an MAI appraiser or as an ASA appraiser and shall have had at least five (5) years experience within the previous ten (10) years as a real estate appraiser working in writing Santa Clara, California, with working knowledge of current rental rates and practices. For purposes hereof, an “MAI” appraiser means an individual who holds an MAI designation conferred by, and is an independent member of, the American Institute of Real Estate Appraisers (or its successor organization, or in the event there is no successor organization, the organization and designation most similar), and an “ASA” appraiser means an individual who holds the Senior Member designation conferred by, and is an independent member of, the American Society of Appraisers (or its successor organization, or, in the event there is no successor organization, the organization and designation most similar). 51.1.4 Upon selection, Landlord’s determination and Tenant's appraisers shall work together in good faith to agree upon which of the fair market rent (which shall in no event be less than two Estimates most closely reflects the Base Rent Prevailing Market rate for the last year Premises. The Estimates chosen by such appraisers shall be binding on both Landlord and Tenant, subject to the terms of Section 51.1.5 below regarding the Minimum Renewal Rental Rate. If either Landlord or Tenant fails to appoint an appraiser within the seven (7) day period referred to above, the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. If the two appraisers cannot agree upon which of the current Term of two Estimates most closely reflects the LeasePrevailing Market rate within twenty (20) for the Leased Premises for the Extension Term (“Landlord’s Rental Notice”). If Tenant does not object to Xxxxxxxx’s determination of such fair market rent by written notice to Landlord days after their appointment, then, within ten (10) days after the date expiration of Landlord’s Rental Noticesuch twenty (20) day period, then Tenant the two appraisers shall select a third appraiser meeting the aforementioned criteria. Once the third appraiser (i.e., the arbitrator) has been selected as provided for above, then, as soon thereafter as practicable but in any case within fourteen (14) days, the arbitrator shall make his or her determination of which of the two Estimates most closely reflects the Prevailing Market rate and such Estimate shall be deemed binding on both Landlord and Tenant as the Prevailing Market rate for the Premises, subject to have accepted the market rent set forth in Landlord’s terms of Section 51.1.5 below regarding the Minimum Renewal Rental NoticeRate. If Tenant does timely object the arbitrator believes that expert advice would materially assist him or her, he or she may retain one or more qualified persons to Landlord’s Rental Noticeprovide such expert advice. The parties shall share equally in the costs of the arbitrator and of any experts retained by the arbitrator. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such appraiser, counsel or expert. 51.1.5 Notwithstanding anything to the contrary contained herein, the parties agree that Landlord shall use commercially reasonable efforts not be obligated to agree upon extend this Lease if the fair market rent Prevailing Market rate for the Premises during any year of the Extension Term is less than the Minimum Renewal Rental Rate, regardless of any determination of Prevailing Market rate made by the appraisers or arbitrator, as described above. 51.1.6 If the Prevailing Market rate has not been determined by the commencement date of the Extension Term, howeverTenant shall pay Base Rent upon the terms and conditions in effect during the last month of the initial Term until such time as the Prevailing Market rate has been determined. Upon such determination, the Base Rent for the Premises shall be retroactively adjusted to the commencement of such Extension Term for the Premises. 51.1.7 This Extension Option is not transferable except to an Affiliate that is an assignee of the Lease and has satisfied the requirements of Section 18.7; the parties hereto acknowledge and agree that they intend that the Extension Option shall be “personal” to Tenant as set forth above and that in no event will any other assignee or any sublessee have any rights to exercise the Extension Option. 51.1.8 If the Extension Option is validly exercised or if Tenant fails to validly exercise the Extension Option, Tenant shall have no further right to extend the Term of this Lease. 51.1.9 For purposes of this Extension Option, “Prevailing Market” shall mean the arm’s length fair market annual rental rate per rentable square foot under renewal leases and amendments entered into on or about the date on which the Prevailing Market is being determined hereunder for space comparable to the Premises in the Building and buildings comparable to the Building in the same rental market in the Santa Clara, California area as of the date the Extension Term is to commence, taking into account the specific provisions of this Lease which will remain constant. The determination of Prevailing Market shall take into account any material economic differences between the terms of this Lease and any comparison lease or amendment, such as rent abatements, construction costs and other concessions and the manner, if any, in which the parties cannot agree upon the fair market rent within thirty (30) days after Landlord receives Tenant’s notice of objection, then the Lease shall not be extended landlord under any such lease is reimbursed for operating expenses and Tenant’s rights under this Section 37 shall terminate and be of no further force or effecttaxes.

OPTION TO EXTEND LEASE. Tenant, (i) so long as there then exists no Event of Default either at the time of exercise or at the first day of the applicable Extension Term (as hereinafter defined), and (ii) this Lease is in full force and effect and (iii) the Tenant named herein has not assigned this Lease and is in occupancy of the entire Leased Premises, shall have the right and option to extend the initial Term hereof for one (1) additional five (5) year period (the “Extension Terms”: each an “Extension TermOption”) upon to extend this Lease for all (but not part) of the Premises, as hereinafter provided, for two (2) periods of three (3) years each (hereinafter referred to as “Renewal Term One” and “Renewal Term Two”) provided that (i) there is not an Event of Default at the time of exercise of the Option nor at the commencement of either of the Renewal Terms; and (ii) that there has not been a material adverse change to Tenant’s financial status. Tenant’s right to extend for any Renewal Term shall lapse without further act or deed if Tenant has not exercised its option to extend for all available preceding Renewal Terms. The Option for Renewal Term One shall be exercised by Tenant giving written notice to Landlord given of Tenant’s intention to exercise said Option on or before February 1, 2002. The Option for Renewal Term Two shall be exercised by Tenant giving written notice to Landlord of Tenant’s intention to exercise said Option no earlier than June 14, 2004 nor later than September 14, 2004. Unless Landlord has received such written notices of Tenant’s intention to exercise said Options within the time period specified herein, then Landlord shall have no further obligation to offer the Premises to the Tenant. If Tenant has not less than nine exercised its Option to extend the Terms as outlined herein, Landlord shall be entitled to show the Premises at least four (9) months and not more than twelve (124) months prior to the expiration of the initial Term, as such Term may be extended, time being of the essence. The parties agree that if Tenant fails and at least nine (9) months prior to exercise its option to extend the initial term strictly within the tune periods set forth in this Section, then Tenant’s right to extend the initial Term shall automatically lapse and Tenant shall have no right to extend the Term. In the event that Tenant shall exercise the options granted hereunder, the applicable Extension Term shall be upon the same terms and conditions as are in effect under this Lease immediately preceding the commencement of such option period except that the Annual Base Rent due from the Tenant shall be increased as provided hereinbelow and Tenant shall have no further rights or options whatsoever to extend the term beyond the expiration of such Extension TermRenewal Term One and offer the Premises for lease to any prospective tenants. The initial Option contained herein is personal to Tenant and any Extension Term are hereinafter sometimes collectively referred shall not assigned or sublet to another party, except as to such party that purchases Tenant. Rental rates will be at then Fair Market Rate, but, in no case, less that the “term” or “Term.” If Tenant exercises current Base Rent then in effect for the right to extend the Term as herein provided, then no later than thirty (30) days following receipt of Tenant’s notice, Premises. The Fair Market Rent shall be established by agreement between Landlord shall notify and Tenant in writing accordance with the FAIR MARKET RENT DEFINITION section, or failing agreement, in accordance with the ARBITRATION PROCEDURES section. Except as is herein above set forth, all terms, provisions and covenants of Landlord’s determination of the fair market rent (which shall in no event be less than the Base Rent for the last year of the current Term of the Lease) for the Leased Premises for the Extension Term (“Landlord’s Rental Notice”). If Tenant does not object to Xxxxxxxx’s determination of such fair market rent by written notice to Landlord within ten (10) days after the date of Landlord’s Rental Notice, then Tenant shall be deemed to have accepted the market rent set forth in Landlord’s Rental Notice. If Tenant does timely object to Landlord’s Rental Notice, the parties shall use commercially reasonable efforts to agree upon the fair market rent for the Extension Term, however, if the parties cannot agree upon the fair market rent within thirty (30) days after Landlord receives Tenant’s notice of objection, then the Lease shall not be extended remain unchanged and Tenant’s rights under this Section 37 shall terminate in full force and be of no further force or effect.

OPTION TO EXTEND LEASE. Tenant50.1 Subject to the provisions of paragraph 3.9 of this Lease, Lessor hereby grants to Lessee one (i1) so long as there then exists option to extend the term of this Lease for a period of five (5) years. Said option shall be conditional upon Lessor's receipt of written notice of Lessee's exercise of said option no Event later that six (6) months prior to the termination of Default either said initial term of this Lease. Such option to extend is further conditioned upon Lessee's not being in default under the terms of this Lease at the time for giving such notice and at the time for the commencement of the extension term. In the event of the exercise of such option, the term of this lease shall be extended on the same terms and conditions set forth herein except for the rental rate, which shall be determined as set forth in this paragraph 50. In the event of the exercise by Lessee of an option to extend, Lessor shall, on or before three (3) months prior to the end of the then current term notify Lessee of the proposed Base Rent during the next succeeding extension term. Lessor shall establish the initial Base Rent during extension term as the fair market rate for comparable properties in the vicinity of the Premises, all determined in Lessor's sole judgment. If Lessee disagrees with Lessor's determination, Lessee shall so notify Lessor within five (5) days in writing and Lessor and Lessee shall each within five (5) days thereafter appoint an MAI appraiser and the two appraiser so selected shall appoint a third MAI appraiser, which third appraiser shall determine the prevailing fair market rate for comparable space in the vicinity of the Premises. Such fair market rate as determined shall be the initial Base Rent during the extension term. Each party shall bear the cost of its independently appointed appraiser. In no event shall the initial base rent for each extension term be less that the base rent at the end of the preceding term. 50.2 The initial Base Rent for the extension term shall be adjusted during each such extension term on the first day of the applicable Extension Term thirteenth (as hereinafter defined13) full calendar year month of the renewal term and every twelve (123) months thereafter to reflect the increase, if any, in the Consumer Price Index of the Bureau of Labor Statistics of the U. S. Department of Laborer Urban Wage Earners and Clerical Workers, Xxx Xxxxx Xxxxxxxxxxxx Xxxx (0000 = 100) for "All times" (the "Index"). Commencing on such date of adjustment, and (ii) this Lease is in full force and effect and (iii) until the Tenant named herein has not assigned this Lease and is in occupancy following date of adjustment, the entire Leased Premises, monthly Base Rent payable shall have the right and option to extend equal the initial Term hereof for one (1) additional five (5) year period (the “Extension Terms”: each an “Extension Term”) upon written notice to Landlord given not less than nine (9) months and not more than twelve (12) months prior to the expiration of the initial Term, as such Term may be extended, time being of the essence. The parties agree that if Tenant fails to exercise its option to extend the initial Base Rent during said extension term strictly within the tune periods set forth in this Section, then Tenant’s right to extend the initial Term shall automatically lapse and Tenant shall have no right to extend the Term. In the event that Tenant shall exercise the options granted hereundermultiplied by a fraction, the applicable Extension Term numerator of which shall be upon the Index for the month most recently published as of said date of adjustment and the denominator of which shall be the Index or the same terms and conditions as are in effect under this Lease calendar month immediately preceding the commencement of the respective extension term. In no event, however, shall such option period except that the Annual new Base Rent due from the Tenant shall be increased as provided hereinbelow and Tenant shall have no further rights or options whatsoever to extend the term beyond the expiration of such Extension Term. The initial and any Extension Term are hereinafter sometimes collectively referred to as the “term” or “Term.” If Tenant exercises the right to extend the Term as herein provided, then no later than thirty (30) days following receipt of Tenant’s notice, Landlord shall notify Tenant in writing of Landlord’s determination of the fair market rent (which shall in no event be less than one hundred four percent (104%) of the Base Rent for the last year payable immediately preceding such date of rend adjustment nor shall such new Base Rend Exceed one hundred ten percent (110%) of the current Term of the Lease) for the Leased Premises for the Extension Term (“Landlord’s Rental Notice”). If Tenant does not object to Xxxxxxxx’s determination of Base Rent payable immediately preceding such fair market rent by written notice to Landlord within ten (10) days after the date of Landlord’s Rental Noticeadjustment. In the event the method for determining the index shall be discontinued or modified, then Tenant any substitute index adopted by the U.S. Department of Labor shall be deemed to have accepted used using the market rent set forth in Landlord’s Rental Notice. If Tenant does timely object to Landlord’s Rental Noticeconversion formula provided, the parties shall use commercially reasonable efforts to agree upon the fair market rent for the Extension Term, however, or if the parties cannot agree upon the fair market rent within thirty (30) days after Landlord receives Tenant’s notice of objectionno such substitute index is adopted, then the Lease Index most nearly the same as the Consumer Price Index set forth above, as determined in Lessor's sole discretion, shall not be extended and Tenant’s rights under this Section 37 shall terminate and be of no further force or effect.used

OPTION TO EXTEND LEASE. Tenant, FOR ONE (i1) so long as there then exists no Event of Default either at the time of exercise or at the first day of the applicable Extension Term YEAR SEVEN (as hereinafter defined), and (ii7) MONTHS: Landlord hereby grants to Tenant an Option to Extend this Lease is in full force and effect and (iii) the Tenant named herein has not assigned this Lease and is in occupancy of the entire Leased Premises, shall have the right and option to extend the initial Term hereof Agreement for an additional one (1) additional five year seven (57) year month period (upon the “Extension Terms”: each an “Extension Term”) upon following terms and conditions; A. Tenant shall give Landlord written notice of Tenant’s exercise of this Option to Landlord given Extend not less than nine (9) months and not more later than twelve (12) months prior to the expiration scheduled Lease Termination Date, which Termination Date is currently projected to be June 30, 2014, in which event the Lease shall be considered extended for an additional one (1) year and seven (7) months, subject to the Basic Rental set forth below and with: (i) the Rent to be determined pursuant to Paragraph B below; (ii) the terms and conditions subject to amendment by Landlord (Landlord, in its sole and absolute discretion, may, but is not required to, incorporate its current Lease provisions that are standard in Landlord’s leases as of the initial Term, as such Term may be extended, time being date of the essence. The parties agree that if Tenant fails to exercise its option to extend the initial term strictly within the tune periods set forth in this Section, then Tenant’s right exercise of its Option to extend the initial Term shall automatically lapse Extend); and Tenant shall have no right to extend the Term(iii) this Paragraph 51 deleted. In the event that Tenant shall fails to timely exercise the options granted hereunderTenant’s Option to Extend as set forth herein in writing, the applicable Extension Term shall be upon the same terms and conditions as are in effect under this Lease immediately preceding the commencement of such option period except that the Annual Base Rent due from the Tenant shall be increased as provided hereinbelow and Tenant shall have no further rights or options whatsoever Option to extend Extend this Lease, and this Lease shall continue in full force and effect for the full remaining term beyond hereof, absent this Paragraph 51. B. In the expiration of such Extension Term. The initial and any Extension Term are hereinafter sometimes collectively referred event Tenant timely exercises Tenant’s Option to Extend as the “term” or “Term.” If Tenant exercises the right to extend the Term as herein providedset forth herein, then no later than thirty Landlord shall, within fifteen (3015) days following after receipt of Tenant’s noticeexercise of option, Landlord shall notify advise Tenant in writing of Landlord’s determination of the fair market rent (which shall in no event be less than the Base terms and conditions and Rent required for the last year of the current Extended Term of the Lease) for the Leased Premises for the Extension Term . Tenant shall have five (“Landlord’s Rental Notice”). If Tenant does not object to Xxxxxxxx’s determination of such fair market rent by written notice to Landlord within ten (105) days after receipt from the date Landlord of Landlord’s Rental Noticesaid new terms and conditions and Rent in which to accept said new Basic Rental, then terms and conditions and enter into written documentation confirming same. In the event Tenant fails to execute said written documentation confirming said new terms and conditions and Rent for the Extended Term of Lease within said five (5) day period, Tenant shall have no further Option to Extend this Lease, and this Lease shall continue in full force and effect for the full remaining term hereof absent of this Paragraph 51, with Landlord having no further responsibility or obligation to Tenant with respect to Tenant’s Option to Extend. C. The option rights of Tenant under this Paragraph 51, and the Extended Term hereunder, are granted for Tenant’s personal benefit and may not be deemed assigned or transferred by Tenant, either voluntarily or by operation of law, in any manner whatsoever (except to have accepted a parent or subsidiary corporation or successor by merger as provided for in Paragraph 42A). In the market rent set forth in Landlord’s Rental Notice. If Tenant does timely object event that Landlord consents to Landlord’s Rental Noticea sublease or assignment under Paragraph 51, the parties option granted herein and any Extended Term hereunder shall use commercially reasonable efforts be void and of no force and effect, whether or not Tenant shall have purported to agree upon exercise such option prior to such assignment or sublease. D. It is agreed that if Tenant is at any time prior to exercising its Option to Extend in default of this Lease and has failed to cure the fair market rent for default in the Extension Termtime period allowed, however, if the parties cannot agree upon the fair market rent within thirty (30) days after Landlord receives Tenant’s notice of objection, then the Lease shall not this Paragraph 51 will be extended null and Tenant’s void and Tenant will have no further rights under this Section 37 shall terminate Paragraph 51. It is further agreed that if Tenant has exercised its Option to Extend and be is subsequently in default and fails to cure said default in the time period allowed prior to, or at any time the lease commences on the Extended Term, Landlord may at its sole and absolute discretion, cancel Tenant’s Option to Extend, and this Lease will continue in full force and effect for the full remaining term hereof, absent of no further force or effectthis Paragraph 51.

OPTION TO EXTEND LEASE. TenantTenant shall have the option, to be exercised as hereinafter provided, to extend the term of this Lease for two (i2) so long periods of five (5) years each on the following terms and conditions and subject to the limitations hereinafter set forth, each of such five (5) year renewal periods being sometimes referred to herein as there then exists no Event of Default either the "Renewal Term", provided: a. That at the time hereinafter set forth for the exercise of exercise or the renewal option, and at the first day of time the applicable Extension Renewal Term (as hereinafter defined)commences, and (ii) this Lease is shall be in full force and effect and (iii) Tenant shall not be in default in the Tenant named herein has not assigned this Lease and is in occupancy performance of any of the entire Leased Premisesterms, covenants and conditions contained in this Lease, but Landlord shall have the right at its sole discretion to waive the non-default conditions herein; and b. That each such Renewal Term shall be on the same terms, covenants and option conditions as provided in this Lease; provided, however, the annual Base Rent for each such Renewal Term shall be the greater of: (1) the Base Rent provided for in Section 3 during the original term; or (2) the Market Rent for the Leased Premises on the date such Renewal Term shall commence as determined in accordance with the Market Rent provisions below; and c. That Tenant shall exercise its right to extend the initial term of this Lease for the aforesaid Renewal Term hereof for one (1) additional five (5) year period (by notifying Landlord, in writing, of its election to exercise the “Extension Terms”: each an “Extension Term”) upon written notice right to Landlord given not less than nine (9) months renew and not more extend the term of this Lease no later than twelve (12) months prior to the expiration date upon which the original term is to expire. Prior to commencement of the initial Renewal Term, as such Term may be extended, time being of Landlord and Tenant agree to execute an amendment to the essence. The parties agree that if Tenant fails Lease incorporating the amended terms referred to exercise its option to extend the initial term strictly within the tune periods set forth in this Section, then Tenant’s right to extend the initial Term shall automatically lapse and Tenant shall have no right to extend the Term. In the event that Tenant shall exercise the options granted hereunder, the applicable Extension Term shall be upon the same terms and conditions as are in effect under this Lease immediately preceding the commencement of such option period except that the Annual Base Rent due from the Tenant shall be increased as provided hereinbelow and Tenant shall have no further rights or options whatsoever to extend the term beyond the expiration of such Extension Term. The initial and any Extension Term are hereinafter sometimes collectively referred to as the “term” or “TermSection 40.” If Tenant exercises the right to extend the Term as herein provided, then no later than thirty (30) days following receipt of Tenant’s notice, Landlord shall notify Tenant in writing of Landlord’s determination of the fair market rent (which shall in no event be less than the Base Rent for the last year of the current Term of the Lease) for the Leased Premises for the Extension Term (“Landlord’s Rental Notice”). If Tenant does not object to Xxxxxxxx’s determination of such fair market rent by written notice to Landlord within ten (10) days after the date of Landlord’s Rental Notice, then Tenant shall be deemed to have accepted the market rent set forth in Landlord’s Rental Notice. If Tenant does timely object to Landlord’s Rental Notice, the parties shall use commercially reasonable efforts to agree upon the fair market rent for the Extension Term, however, if the parties cannot agree upon the fair market rent within thirty (30) days after Landlord receives Tenant’s notice of objection, then the Lease shall not be extended and Tenant’s rights under this Section 37 shall terminate and be of no further force or effect.