Common use of Option to Extend Term Clause in Contracts

Option to Extend Term. Provided Tenant is not in default in any of the terms, conditions or covenants of this Lease either on the date Tenant gives Landlord the renewal notice required herein or at the end of the initial Term of this Lease, Landlord hereby grants to Tenant an option to renew this Lease for one (1) five (5) year term. Such option to renew must be exercised by giving written notice to Landlord at least one hundred eighty (180) days prior to the termination of the initial Term of this Lease, and once a notice to exercise is given it is irrevocable by Tenant. If Tenant elects to exercise such renewal option, then such renewal term shall be on the same terms and conditions as contained in this Lease, except that Base Rental shall be the then prevailing market rent for comparable office buildings in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan market area. The parties shall endeavor in good faith to agree on the Base Rent for the Extension Term within sixty (60) days prior to the applicable renewal date. If Landlord and Tenant are unable to agree on the Base Rent for the Extension Term by such date, then the Base Rent shall be determined as hereinafter provided. Within thirty (30) days prior to the renewal date, Landlord and Tenant each shall appoint a licensed real estate appraiser (who shall be a member of the American Institute of Real Estate Appraisers) with experience in the area in which the Leased Premises are located to determine the then prevailing market rent of the Leased Premises. If either Landlord or Tenant does not appoint a licensed appraiser, and such failure continues thereafter for another ten (10) days after a second written notice from the other, the single licensed appraiser appointed shall be the sole licensed appraiser and shall set the then prevailing market rent of the Leased Premises. If two (2) licensed appraisers are appointed pursuant to this paragraph, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree within the thirty (30) days after the second licensed appraiser has been appointed, then each party or its appraiser shall submit its appraisal for the then prevailing market rent to a third appraiser (selected in the manner set forth below) and the third appraiser shall select one of the two submitted appraisal amounts, without any modification, as the then prevailing market rent. The third appraiser, who must meet all of the minimum licensing and experience criteria set forth above, shall be selected by the first two appraisers. Landlord and Tenant each shall bear the cost of their own licensed appraiser, and shall split equally the cost of appointing the third licensed appraiser, if necessary. If the determination of the then prevailing market rent of the Leased Premises is not completed prior to the renewal date, Tenant shall continue to pay Base Rent at the rate in effect immediately prior to the renewal date, and the parties shall promptly account for any rent differential upon determination of the then prevailing market rent of the Lease Premises. All other terms of this Lease shall remain the same. As used throughout this Lease, any reference to the “lease term”, “term”, or “term of this Lease” shall also include any and all renewal terms.

Option to Extend Term. Provided Tenant is shall have an option (the “Renewal Option”) to renew the Lease Term with respect to all (but not in default in any less than all) of the terms, conditions Premises demised under or covenants of pursuant to this Lease as of the Expiration Date for one additional term (the “Renewal Term”) of five (5) years, commencing on the day immediately following the Expiration Date, under the following terms and conditions: (i) No material breach or default under the Lease by Tenant has occurred, either on the date Tenant exercises the Renewal Option or at any time through and including the proposed commencement date of the Renewal Term; (ii) The Renewal Option is personal to Tenant and Tenant shall not have assigned the Lease or sublet the Premises; (iii) Tenant gives Landlord the renewal notice required herein or at the end of the initial Term of this Lease, Landlord hereby grants to Tenant an option to renew this Lease for one (1) five (5) year term. Such option to renew must be exercised by giving written notice (the “Renewal Notice”), of its election to Landlord at least one hundred eighty exercise the Renewal Option no earlier than nine (1809) days months prior to the termination Expiration Date and no later than six (6) months prior to the Expiration Date; (iv) If Tenant exercises the Renewal Option exactly in the manner provided herein: (a) the Base Rent payable for the Renewal Term shall be ninety-five percent (95%) of the initial Term of this Lease“Fair Market Value” (the “Fair Market Value”), and once a notice to exercise is given it is irrevocable by Tenant. If Tenant elects to exercise such renewal option, then such renewal term shall be on the same terms and conditions as contained in this Lease, except that Base Rental shall be the then prevailing market rent for comparable office buildings in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space Premises, but in the St. Louis metropolitan market area. The parties no event shall endeavor in good faith to agree on the Base Rent for the Extension Renewal Term be less than the Base Rent payable under the Lease on the Expiration Date. Landlord shall give Tenant written notice setting forth the Fair Market Value, which notice shall be given prior to the commencement date of the Renewal Term. If the parties are unable to agree on the Fair Market Value within sixty (60) days prior after Landlord’s receipt of the Notice to Renew, either party may request that the Fair Market Value be determined pursuant to the applicable renewal dateADR Process described in Section 18.30 of the Lease. Such determination shall be final and binding on the parties. If Landlord and the Fair Market Value is not determined until after the commencement date of the Renewal Term, Tenant are unable to agree on shall pay, during the Renewal Term, until the Fair Market Value is determined, Base Rent in the amount of one-hundred percent (100%) of the amount of the Base Rent in effect on the Expiration Date, including, but not limited to any adjustments for Property Taxes and Operating Expenses. (b) Tenant shall have no further options to renew the Extension Lease Term by such date, then beyond the Base Rent shall be determined as hereinafter provided. Within thirty (30) days prior to the renewal date, Landlord and Tenant each shall appoint a licensed real estate appraiser (who shall be a member expiration date of the American Institute of Real Estate AppraisersRenewal Term. (c) with experience Landlord shall not be obligated to perform any leasehold improvement work in the area in which the Leased Premises are located to determine the then prevailing market rent of the Leased Premises. If either Landlord or give Tenant does not appoint a licensed appraiseran allowance or other economic concession for any such work or for any other purposes; (d) Except as otherwise provided herein, and such failure continues thereafter for another ten (10) days after a second written notice from the other, the single licensed appraiser appointed shall be the sole licensed appraiser and shall set the then prevailing market rent of the Leased Premises. If two (2) licensed appraisers are appointed pursuant to this paragraph, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree within the thirty (30) days after the second licensed appraiser has been appointed, then each party or its appraiser shall submit its appraisal for the then prevailing market rent to a third appraiser (selected in the manner set forth below) and the third appraiser shall select one of the two submitted appraisal amounts, without any modification, as the then prevailing market rent. The third appraiser, who must meet all of the minimum licensing terms and experience criteria set forth above, shall be selected by the first two appraisers. Landlord and Tenant each shall bear the cost of their own licensed appraiser, and shall split equally the cost of appointing the third licensed appraiser, if necessary. If the determination of the then prevailing market rent of the Leased Premises is not completed prior to the renewal date, Tenant shall continue to pay Base Rent at the rate in effect immediately prior to the renewal date, and the parties shall promptly account for any rent differential upon determination of the then prevailing market rent of the Lease Premises. All other terms provisions of this Lease shall remain the same. As used throughout this Leasesame and in full force and effect during the Renewal Term. (v) If Tenant exercises the Renewal Option, any reference Landlord and Tenant shall execute and deliver an amendment to the “Lease reflecting the lease term”, “term”, or “term of this Lease” shall also include any and all renewal termsthe Premises by Landlord to Tenant for the Renewal Term on the terms provided herein.

Option to Extend Term. Provided Tenant is not in default in any of Lessee shall have one (1) five-year option to extend the terms, conditions or covenants term of this Lease (the “Extension Options”). Lessee shall be required to give Lessor written notice of its opinion of the fair market annual base rent (“New Annual Rental”) as of the date of the commencement of the term of the Extension Option in question at least twelve (12) months (but not earlier than fifteen (15) months) prior to said commencement date. Within twenty (20) days thereafter, Lessor shall provide to Lessee written notice whether Lessor agrees with Lessee’s opinion of what the New Annual Rental should be or, if not, Lessor’s opinion of New Annual Rental. Within twenty (20) days of receipt from Lessor of that written notice, Lessee shall notify Lessor by written notice whether Lessee wishes to accept Lessor’s determination of New Annual Rental. If Lessee does not accept Lessor’s determination, Lessee shall give Lessor written notice of either (i) Lessee’s then opinion of New Annual Rental, (ii) that Lessee does not wish to exercise the Extension Option, or (iii) that new Annual Rental shall be determined by the arbitration procedure provided below. There shall be no limit on the date Tenant gives Landlord number of written notices either Lessee or Lessor may deliver to the renewal other in their efforts to agree upon the New Annual Rental, except that Lessee must inform Lessor by written notice required herein at least nine (9) months prior to the commencement of the term of the Extension Option in question, whether Lessee elects to (i) accept Lessor’s last determination of New Annual Rental, (ii) not exercise the applicable Extension Option, or (iii) agree to exercise the Extension Option at the end New Annual Rental determined by the arbitration procedure provided below. New Annual Rental shall be the fair market annual rent for the Premises, taking into account the commencement date of the initial Term Option term, the availability of parking and the terms and conditions of this Lease, Landlord hereby grants to Tenant an option to renew this Lease including operating expenses and the Annual Rental which Lessee is then quoting for one (1) five (5) year term. Such option to renew must be exercised by giving written notice to Landlord vacant space in the Office Park and/or at least which Lessor has leased comparable space in the Office Park within the previous one hundred eighty (180) days days. Should there be no comparable vacant space in the Building, the determination may take into account comparable vacant space in office buildings within a three- (3) mile radius of the Premises. The term fair market annual rent shall mean the annual rent and other economic terms (e.g., periodic adjustments, tenant renovations and operating expenses) for that space which would be paid by a willing lessee to a willing lessor, neither of whom is compelled to rent, for a term of five (5) years, but not less than the amount payable during the last month of the term preceding the commencement of the term of the Extension Option in question. All other terms and conditions of the Lease shall remain in effect during the term except that Paragraph(s) 7A Addendum B, and Addendum H, Sections 1-2 of the Lease shall not be effective or enforceable during the extended term(s). In the event that Lessor and Lessee cannot agree on a New Annual Rental and Lessee has provided written notice to Lessor of Lessee’s desire to have New Annual Rental determined through arbitration, the matter shall be submitted for decision to the American Arbitration Association in Palm Beach County, Florida, in accordance with the then rules of said association, and the arbitrators must be licensed commercial real estate brokers (or MAI appraisers) familiar with the Premises and the area within a three (3) mile radius of the Premises. The cost of said Arbitrators shall be paid by Lessor if the decision is that the New Annual Rental (disregarding other economic terms) should be less than 95% of the last amount demanded by Lessor in its notices of New Annual Rent above; shall be paid by Lessee if the decision is that the New Annual Rental (likewise disregarding other economic terms) should be 105% or more of the last amount demanded by Lessor in its notices of New Annual Rent above; and shall be paid equally by Lessor and Lessee if the decision is other than the two alternatives stated above. The arbitration procedure shall not take more than thirty (30) days. However, if the arbitrators have not determined New Annual Rental prior to the termination commencement of the initial Term term of the Extension Option in question, Lessee shall pay the rental rate previously in effect under the Lease, plus a five percent (5%) increase until such time as the arbitrators determine the New Annual Rental. If the arbitration procedure results in an even higher rental rate, Lessee will make up the difference with the next monthly rental payment due. If the arbitration procedure results in a lower rental rate (viz., equal to or greater than the amount payable during the last month of the term preceding the term of the Extension Option in question, but less than the amount paid as a consequence of the aforesaid five percent (5%) increase), Lessee shall receive a credit against its next Monthly Rental payment, and any succeeding monthly payments, if necessary, in an amount equal to the overpayment. Except in connection with a Permitted Assignment, the Extension Options shall be personal to Lessee and may not be exercised or be assigned, voluntarily or involuntarily, by or to any person or entity other than Lessee, nor shall the Extension Options be assignable separate and apart from this Lease. Lessee shall not have the right to exercise the Extension Options, notwithstanding anything set forth above to the contrary: (1) during the time commencing from the date Lessor gives to Lessee a written notice that Lessee is in default under any provision of this Lease, and once continuing until the default described in said notice is cured; or (2) during the period of time commencing on the day after a notice monetary obligation to exercise Lessor is given it due from Lessee and unpaid and continuing until the obligation is irrevocable paid. The period of time within which the Extension Options may be exercised shall not be extended or enlarged by Tenant. If Tenant elects reason of Lessee’s inability to exercise such renewal option, then such renewal term shall be on the same terms and conditions as contained in this Lease, except that Base Rental shall be the then prevailing market rent for comparable office buildings in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion Extension Options prior to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location satisfaction of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan market area. The parties shall endeavor in good faith to agree on the Base Rent for the Extension Term within sixty (60) days prior to the applicable renewal date. If Landlord and Tenant are unable to agree on the Base Rent for the Extension Term by such date, then the Base Rent shall be determined as hereinafter provided. Within thirty (30) days prior to the renewal date, Landlord and Tenant each shall appoint a licensed real estate appraiser (who shall be a member of the American Institute of Real Estate Appraisers) with experience in the area in which the Leased Premises are located to determine the then prevailing market rent of the Leased Premises. If either Landlord or Tenant does not appoint a licensed appraiser, and such failure continues thereafter for another ten (10) days after a second written notice from the other, the single licensed appraiser appointed shall be the sole licensed appraiser and shall set the then prevailing market rent of the Leased Premises. If two (2) licensed appraisers are appointed pursuant to this paragraph, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree within the thirty (30) days after the second licensed appraiser has been appointed, then each party or its appraiser shall submit its appraisal for the then prevailing market rent to a third appraiser (selected in the manner set forth below) and the third appraiser shall select one of the two submitted appraisal amounts, without any modification, as the then prevailing market rent. The third appraiser, who must meet all of the minimum licensing and experience criteria set forth above, shall be selected by the first two appraisers. Landlord and Tenant each shall bear the cost of their own licensed appraiser, and shall split equally the cost of appointing the third licensed appraiser, if necessary. If the determination of the then prevailing market rent of the Leased Premises is not completed prior to the renewal date, Tenant shall continue to pay Base Rent at the rate in effect immediately prior to the renewal date, and the parties shall promptly account for any rent differential upon determination of the then prevailing market rent of the Lease Premisesforegoing conditions precedent. All other terms rights of this Lease Lessee to any Extension Options shall remain the same. As used throughout this Lease, any reference to the “lease term”, “term”, terminate and be of no further force or “term effect if three (3) Events of this Lease” shall also include any and all renewal termsDefault by Lessee have occurred.

Option to Extend Term. Provided 40.1 Landlord grants to Tenant is not in default in any of the terms, conditions or covenants right to extend the term of this Lease either on the date Tenant gives Landlord the renewal notice required herein or at the end of the initial Term of this Lease, Landlord hereby grants to Tenant an option to renew this Lease for one two (12) separate five (5) year term. Such option to renew must be exercised by giving written notice to Landlord at least one hundred eighty (180) days prior to the termination of the initial Term of this Lease, and once a notice to exercise is given it is irrevocable by Tenant. If Tenant elects to exercise such renewal option, then such renewal term shall be on periods under the same terms and conditions existing in the original Lease except as contained set forth in this Article 40. Tenant shall exercise such right to extend the term of this Lease by written notice to Landlord given no earlier than twelve (12) and no later than nine (9) months prior to the end of the original term or the first extension term of this Lease, except that Base Rental as the case may be. The second extension option shall lapse and have no further force or effect if the first extension option is not exercised, and there shall be no right to extend the then prevailing term beyond said two (2) extension periods. 40.2 Basic Annual Rent shall be adjusted on the first day of each extension term to the fair market rent for comparable office buildings in rental value of the St. Louis, Missouri marketPremises as of the commencement of the extension term. The “then prevailing market rent for comparable office buildings in Notwithstanding the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant mattersforegoing, the use permitted under Basic Annual Rent on the Lease, first day of each extension term shall not be less than the quality, size, design and location Basic Annual Rent of the Leased Premises last year of the preceding term. 40.3 Landlord and the rental rates for similar space in the St. Louis metropolitan market area. The parties Tenant shall endeavor attempt in good faith to agree on the Base Rent for the Extension Term within sixty (60) days prior to the applicable renewal date. If Landlord and Tenant are unable to agree on the Base Rent for the Extension Term by such date, then the Base Rent shall be determined as hereinafter provided. Within thirty (30) days prior to the renewal date, Landlord and Tenant each shall appoint a licensed real estate appraiser (who shall be a member fair market rental value of the American Institute of Real Estate Appraisers) with experience in the area in which the Leased Premises are located to determine the then prevailing market rent as of the Leased Premises. If either Landlord or Tenant does not appoint a licensed appraiser, and such failure continues thereafter for another ten (10) days after a second written notice from the other, the single licensed appraiser appointed shall be the sole licensed appraiser and shall set the then prevailing market rent commencement of the Leased Premises. If two (2) licensed appraisers are appointed pursuant to this paragraphextension term, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree within the thirty (30) days after Tenant shall have exercised its right to extend the term. If the parties do not agree within such thirty (30) day period, Landlord shall obtain within thirty (30) days at its expense and deliver to Tenant an independent appraisal of the fair market rental value of the Premises as of the commencement of the extension term. Following its receipt of Landlord's appraisal, Tenant may elect to obtain within thirty (30) days thereafter at its expense and deliver to Landlord a second licensed appraiser has been appointedindependent appraisal of the fair market rental value of the Premises as of the commencement of the extension term. If Tenant elects not to obtain a second appraisal, then each party or its appraiser Landlord's appraisal shall submit its be conclusive. If Tenant's appraisal for is no more than five percent (5%) less than Landlord's appraisal, the then prevailing fair market rent to a third appraiser (selected in rental value of the manner set forth below) and Premises shall be the third appraiser shall select one arithmetic average of the two submitted appraisals. If Tenant's appraisal amountsis more than five percent (5%) less than Landlord's appraisal, without any modification, as the then prevailing two appraisers shall appoint a third independent appraiser to appraise the fair market rent. The third appraiser, who must meet all rental value of the minimum licensing Premises as of the commencement of the extension term, and experience criteria set forth above, the fair market rental value of the Premises shall be selected by the first arithmetic average of the two appraisersappraisals closest in their determination of fair market rental value. Landlord and Tenant each shall bear equally the cost expense of their own licensed the third appraiser. 40.4 All appraisers appointed hereunder shall have at least ten (10) years' experience in the appraisal of commercial and industrial real property in the general area of the Premises, and shall split equally be members of professional organizations such as the cost American Appraisal Institute with a designation of appointing MAI or equivalent. 40.5 As used herein, the third licensed appraiser, if necessary. If the determination term "fair market rental value of the then prevailing market Premises" shall mean the base rent that a ready and willing tenant would pay for similarly improved space in the general area of the Leased Premises, as of the commencement of each extension term, to a ready and willing landlord, for a term of five (5) years on the terms and conditions of the Lease, determined as if the Premises were exposed for lease on the open market for a reasonable period of time and taking into account all of the purposes for which such property may be used. Any appraiser appointed hereunder to determine the "fair market rental value of the Premises" shall take into account all of the other terms and conditions of this Lease, including, without limitation, that this Lease provides for the Basic Annual Rent to increase annually by three and one-half percent (3 1/2%) during each extension term. 40.6 Any increase in Basic Annual Rent under this Article 40 which is not completed prior determined until after the effective date of the increase shall nevertheless be retroactive to the renewal date, Tenant shall continue to pay Base Rent at the rate in effect immediately prior to the renewal effective date, and Tenant shall pay any such retroactive increase with the parties shall promptly account for any rent differential upon determination installment of Rent next due. 40.7 Basic Annual Rent during each extension period as determined under this Article 40 (and as previously increased each year of the then prevailing market rent extension term pursuant to this Section 40.7) shall be increased on the annual anniversary of the Lease PremisesRent Commencement Date each year of each extension term by three and one-half percent (3 1/2%). All other terms For example, the first such increase shall become effective commencing with that monthly rental installment which is first due on or after the thirteenth (13th) anniversary of the Term Commencement Date and the next increase shall become effective on or after the fourteenth (14th) anniversary of the Term Commencement Date. 40.8 Tenant shall not have the right to exercise the option to extend the term, notwithstanding anything set forth above to the contrary: (a) during the time commencing from the date Landlord gives to Tenant a written notice that Tenant is in default under any provision of this Lease shall remain and continuing until the same. As used throughout this Lease, any reference default alleged in said notice is cured; (b) during the period of time commencing on the day after a monetary obligation to the “lease term”, “term”, or “term of this Lease” shall also include any Landlord is due from Tenant and all renewal terms.unpaid

Option to Extend Term. Provided (a) Tenant is not in default in any of the terms, conditions or covenants of this Lease either on the date Tenant gives Landlord the renewal notice required herein or at the end of the initial Term of this Lease, Landlord hereby grants to Tenant an option to renew this Lease for shall have one (1) option to extend the term of the Lease for a five (5) year term. Such period (the "Option Period") with the Option Period ------------- commencing upon the expiration of the initial term of the Lease; provided, however, such option shall be subject to renew the following conditions: (i) At the time the option is exercised, this Lease shall be in full force and effect and Tenant shall not be in default hereunder, and (ii) The option must be exercised by giving written notice given to Landlord at least one hundred eighty not earlier than twelve (18012) days months and not later than nine (9) months prior to the termination then-scheduled expiration of the initial Term term of this Lease. (b) In the event the option is timely and effectively exercised, and once a notice to exercise is given it is irrevocable by Tenant. If Tenant elects to exercise such renewal option, then such renewal the term shall be on extended for five (5) additional years, upon all of the same terms and conditions as contained in this Lease, except that Base Rental shall be the then prevailing market rent for comparable office buildings in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under of the Lease; provided, the qualityhowever, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan market area. The parties shall endeavor in good faith to agree on the Base Rent for the Extension Term within sixty (60) days prior to the applicable renewal date. If Landlord and Tenant are unable to agree on the Base Rent for the Extension Term by such date, then that the Base Rent shall be determined as hereinafter providedthe then fair market rental value of the Premises, but in no event less than the monthly rent for February, 2006. (i) For the purposes hereof, the fair market rental value of the Premises shall be the monthly rental rate per square foot of rentable area then prevailing for comparable improved space (without taking into account the value of improvements made by Tenant at its cost) in the Project, multiplied by the rentable area of the Premises. Within If Tenant in good faith disputes Xxxxxxxx's determination of fair market rental value, Tenant shall so notify Landlord and the parties shall negotiate in good faith to resolve the dispute. If such dispute is not resolved by negotiation between the parties within thirty (30) days, then fair market rental value shall be determined by appraisal. Tenant shall pay Base Rent when due based upon Landlord's determination of fair market rental value, subject to retroactive adjustment between the parties if the determination by appraisal is different from Landlord's determination. (ii) When fair market rental value is to be determined by appraisal, within ten (10) days prior to after the renewal dateexpiration of the 30-day negotiation period, Landlord and Tenant shall each shall appoint as an appraiser, a licensed real estate appraiser with at least ten (who shall be a member 10) years of the American Institute of Real Estate Appraisers) with experience in appraising commercial real property in Alameda County, and give notice of such appointment to the area in which the Leased Premises are located to determine the then prevailing market rent of the Leased Premisesother. If either Landlord or Tenant does not shall fail to appoint a licensed appraiser, and such failure continues thereafter for another an appraiser within ten (10) days after a second written receiving notice from of the otheridentity of the other party's appointed appraiser, then the single licensed appraiser appointed shall be the sole licensed appraiser and shall set determine the then prevailing fair market rent rental value of the Leased Premises. If two (2) licensed In the event each party appoints an appraiser, such appraisers are appointed pursuant to this paragraphshall, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree within the thirty (30) days after the second licensed appraiser has been appointment of the last of them to be appointed, then each party complete their determinations of fair market rental value and furnish the same to Landlord and Tenant. If the low appraisal varies from the higher appraisal by five percent (5%) or its appraiser less, the fair market rental value shall submit its be the average of the two valuations. If the low appraisal for varies from the then prevailing market rent to high appraisal by more than five percent (5%), the two appraisers shall, within ten (10) days after submission of the last appraisal report, appoint a third appraiser (selected in who shall meet the manner qualifications set forth below) and in this paragraph. If the two appraisers shall be unable to agree on the selection of a third appraiser shall select one in a timely manner then either Landlord or Tenant may request such appointment by the presiding judge of the two submitted appraisal amounts, without any modification, as the then prevailing market rentSuperior Court of Alameda County. The third appraiser, who must meet all of the minimum licensing and experience criteria set forth abovehowever selected, shall be selected a person who has not previously acted in any capacity for or against either party. Such third appraiser shall, within thirty (30) days after appointment, make a determination of fair market rental value and submit an appraisal report to Landlord and Tenant. The fair market rental value of the Premises shall be as determined by the first two appraisers. Landlord and Tenant each shall bear the cost of their own licensed third appraiser, unless it is less than the valuation set forth in the lower appraisal previously obtained, in which case the valuation set forth in the lower prior appraisal shall be controlling, or unless it is greater than the valuation set forth in the higher appraisal previously obtained, in which case the valuation set forth in the higher prior appraisal shall be controlling. All fees and shall split equally the cost of appointing the third licensed appraiser, if necessary. If costs incurred in connection with the determination of fair market rental value by appraisal shall be paid one- half by Landlord and one-half by Tenant. Prior to the then prevailing market rent commencement of the Leased Premises is not completed prior to the renewal dateoption period, Tenant and Landlord shall continue execute an amendment to pay Base Rent at the rate in effect immediately prior to the renewal date, and the parties shall promptly account for any rent differential upon determination of the then prevailing market rent of the Lease Premises. All other terms of this Lease shall remain setting forth the same. As used throughout this Lease, any reference to the “lease term”, “term”, or “term of this Lease” shall also include any option period and all renewal termsrevised Base Rent.

Option to Extend Term. Provided that Tenant is not in default in any Default as of the terms, conditions or covenants time of exercise of this Lease either on option and the commencement date Tenant gives Landlord the renewal notice required herein or at the end of the initial Term Option Period, and provided that as of this Leasesuch date there is no act or omission of Tenant that would become a Default with the passage of time or the giving of notice, Landlord hereby grants to Tenant an option to renew this Lease for shall have one (1) successive option to extend the Term of the Lease for the Premises in "as is" condition at the expiration of the original Lease Term for a period of five (5) year termyears. Such option to renew must be exercised by giving written notice to Landlord at least one hundred eighty (180) days prior to the termination All of the initial Term of this Lease, and once a notice to exercise is given it is irrevocable by Tenant. If Tenant elects to exercise such renewal option, then such renewal term shall be on the same terms and conditions as contained in of this Lease, Lease except that for Base Rental Rent and the provisions of this Paragraph shall be applicable to the Option Period. The Base Rent for the Premises under the option shall be the then prevailing current market rent for comparable office buildings facilities in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan proximate South San Francisco market area. The definition of comparable facilities shall incorporate the parking amenities of the Premises, and the Building's location, age, quality, amenities, identity, exterior appearance, interior improvements, and type of construction, excluding laboratory and manufacturing improvements paid for by Tenant. Tenant shall give Landlord written notice of its intent to exercise its option at least twelve (12) but not more than eighteen (18) months prior to the expiration of the then current Term for the Premises. Within fifteen (15) days after Tenant exercises its option to extend, Landlord shall provide Tenant with the Base Rent, as determined by Landlord, for the Option Period. The parties shall endeavor are obligated to negotiate in good faith to agree on the Base Rent. If the parties have not mutually agreed on the Base Rent within thirty (30) days from notification by Landlord to Tenant of Landlord's determination of Base Rent, each party hereto shall appoint one representative who shall be a licensed real estate broker experienced in the leasing of comparable facilities in the County of San Mateo to act as an arbitrator. The two (2) arbitrators so appointed shall determine the Base Rent for the Extension Term relevant Option Period. The determination of said Base Rent shall be made by said two (2) arbitrators within sixty (60) days prior from notification by Landlord to Tenant of Landlord's determination of Base Rent and they shall submit said determination in writing and signed by said arbitrators in duplicate. One of the applicable renewal date. If written notifications shall be delivered to Landlord and Tenant are unable the other to Tenant. In the event the two (2) arbitrators of the parties hereto cannot agree on the Base Rent for the Extension Term Premises herein, said two (2) arbitrators shall appoint a third arbitrator who shall be a licensed real estate broker experienced in the leasing of comparable facilities in the County of San Mateo, to act as an arbitrator. The Base Rent for the relevant Option Period shall be independently determined by such datethe third of said arbitrators, which said determination shall be made within ninety (90) days from notification by Landlord to Tenant of Landlord's determination of Base Rent. The role of the third arbitrator shall then be to immediately select from the proposed resolution of arbitrators #1 and #2 the one that most closely approximates the third arbitrator's determination of Base Rent. The third arbitrator shall have no right to adopt a compromise or middle ground or any modification of either of the two final proposed resolutions. The resolution that the third arbitrator chooses as most closely approximating his determination of the Base Rent shall be determined as hereinafter provided. Within thirty (30) days prior to constitute the renewal date, Landlord decision of all arbitrators and Tenant each shall appoint a licensed real estate appraiser (who shall be a member final and binding upon the parties. The parties hereto shall pay the charges of the American Institute of Real Estate Appraisers) with experience in the area in which the Leased Premises are located to determine the then prevailing market rent arbitrator appointed by it and any expenses incurred by such arbitrator. The charges and expenses of the Leased Premises. If either Landlord or Tenant does not appoint a licensed appraiserthird arbitrator, and such failure continues thereafter for another ten (10) days after a second written notice from the otheras provided herein, the single licensed appraiser appointed shall be paid by the sole licensed appraiser and shall set parties hereto in equal shares. In the then prevailing market rent of the Leased Premises. If two (2) licensed appraisers are appointed pursuant event either arbitrator #1 or arbitrator #2 fails to this paragraph, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree present a Base Rent figure within the thirty (30) days after day period, the second licensed appraiser has been appointedBase Rent presented by the other arbitrator shall be considered final and binding on both parties. Notwithstanding anything to the contrary herein contained, then each party or its appraiser shall submit its appraisal for the then prevailing market rent Tenant's right to a third appraiser (selected in the manner set forth below) and the third appraiser shall select one extxxx xhe term by exercise of the two submitted appraisal amounts, without any modification, as foregoing Option shall be conditioned upon the then prevailing market rent. The third appraiser, who must meet all following: (I) at the time of the minimum licensing and experience criteria set forth above, shall be selected by exercise of the first two appraisers. Landlord and Tenant each shall bear the cost of their own licensed appraiserOption, and shall split equally at the cost of appointing the third licensed appraiser, if necessary. If the determination time of the then prevailing market rent commencement of the Leased Premises is not completed prior to the renewal dateextended term, Tenant shall continue to pay Base Rent at be in possession of and occupying the rate in effect immediately prior to Premises for the renewal dateconduct of its business therein and the same shall not be occupied by any assignee, subtenant or licensee, and (ii) the parties notice of exercise shall promptly account for any rent differential upon determination constitute a representation by Tenant to Landlord effective as of the then prevailing market rent date of the Lease Premises. All other terms exercise and as of this Lease shall remain the same. As used throughout this Leasedate of commencement of the extended term, any reference that Tenant does not intend to seek to assign the “lease term”, “term”in whole or in part, or “sublet all of any portion of the Premises, the election to extend the term being for purposes of this Lease” shall also include any and all renewal termsutilizing the Premises for Tenant's purposes in the conduct of Tenant's business therein.

Option to Extend Term. Provided Tenant is not in default in any of the terms, conditions or covenants of this Lease either on the date Tenant gives Landlord the renewal notice required herein or at the end of the initial Term of this Lease, (a) Landlord hereby grants to Tenant an option to renew this Lease for one (1) option to extend the Term for a period of five (5) year term. Such years with such option to renew must be exercised by Tenant giving written notice of its exercise to Landlord in the manner provided in this Lease at least one hundred eighty (180) days prior to (but not more than two hundred ninety (290) days prior to) the termination expiration of the initial Term, as it may have been previously extended. No extension option may be exercised by Tenant if an Event of Default has occurred and is then continuing or any facts or circumstances then exist which, with the giving of notice or the passage of time, or both, would constitute an Event of Default either at the time of exercise of the option or at the time the applicable Term would otherwise have expired if the applicable option had not been exercised. (b) If Tenant exercises its option to extend the Term, Landlord shall, within thirty (30) days after the receipt of Tenant’s notice of exercise, notify Tenant in writing of Landlord’s reasonable determination of the Fixed Rent for the Premises for the five (5) year option period, which amount shall be determined using a per square foot rental rate not less than the Fixed Rent rate to be in effect immediately prior to the commencement of such option period, taking into account all relevant factors for space of this Leasetype in the Gwinnett County, and once a Georgia area (the “Prevailing Market Rate”). Tenant, within 30 days after the date on which Landlord advises Tenant of the applicable Fixed Rent rate for the renewal term, shall either (i) give Landlord final binding written notice to (“Binding Notice”) of Tenant’s exercise is given it is irrevocable by Tenantof its option, or (ii) if Tenant disagrees with Landlord’s determination, provide Landlord with written notice of rejection (the “Rejection Notice”). If Tenant elects fails to exercise provide Landlord with either a Binding Notice or Rejection Notice within such 30 day period, Tenant’s renewal option, then such renewal term option shall be on null and void and of no further force and effect. If Tenant provides Landlord with a Binding Notice, Landlord and Tenant shall enter into the same Renewal Amendment (as defined below) upon the terms and conditions as contained in this Leaseset forth herein. If Tenant provides Landlord with a Rejection Notice, except that Base Rental Landlord and Tenant shall be the then prevailing market rent for comparable office buildings in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan market area. The parties shall endeavor work together in good faith for a period of thirty (30) days after the date of Tenant’s Rejection Notice to agree on upon the Base Rent Prevailing Market Rate for the Extension Term within sixty (60) days prior to Premises during the applicable renewal dateterm. If Upon agreement Tenant shall provide Landlord with Binding Notice and Landlord and Tenant shall enter into the Renewal Amendment in accordance with the terms and conditions hereof. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree on upon the Base Rent Prevailing Market rate for the Extension Term by such date, then the Base Rent shall be determined as hereinafter provided. Within thirty (30) days prior to the renewal date, Landlord and Tenant each shall appoint a licensed real estate appraiser (who shall be a member of the American Institute of Real Estate Appraisers) with experience in the area in which the Leased Premises are located to determine the then prevailing market rent of the Leased Premises. If either Landlord or Tenant does not appoint a licensed appraiser, and such failure continues thereafter for another ten (10) days after a second written notice from the other, the single licensed appraiser appointed shall be the sole licensed appraiser and shall set the then prevailing market rent of the Leased Premises. If two (2) licensed appraisers are appointed pursuant to this paragraph, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree within the thirty (30) days after the second licensed date on which Tenant provides Landlord with a Rejection Notice, Tenant, by written notice to Landlord (the “Arbitration Notice”) within five (5) days after the expiration of such thirty (30) day period, shall have the right to have the Prevailing Market Rate determined in accordance with the following procedures. If Tenant fails to exercise its right to arbitrate, Tenant’s renewal option shall be deemed to be null and void and of no further force and effect. If Tenant provides Landlord with an Arbitration Notice, Landlord and Tenant, within ten (10) days after the date of the Arbitration Notice, shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the Prevailing Market Rate (collectively referred to as the “Estimates”). If the higher of such Estimates is not more than one hundred five percent (105%) of the lower of such Estimates, then Prevailing Market Rate shall be the average of the two Estimates. If the Prevailing Market Rate is not resolved by the exchange of Estimates, Landlord and Tenant, within seven (7) days after the exchange of Estimates, shall each select an appraiser to determine which of the two Estimates most closely reflects the Prevailing Market Rate for the renewal 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 the Xxxxxxxxx Xxxxxxxxxx Xxxxxx xx Xxxxxxx, Xxxxxxx, with working knowledge of current rental rates and practices. For purposes of this Lease, an “MAI” appraiser means an individual who holds and 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). Upon selection, Landlord’s and Tenant’s appraisers shall work together in good faith to agree upon which of the two Estimates most closely reflects the Prevailing Market Rate for the renewal term. The Estimate chosen by such appraisers shall be binding on both Landlord and Tenant as the Fixed Rent rate for the renewal term. If either Landlord or Tenant fails to appoint an appraiser within the seven 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 two Estimates most closely reflects the Prevailing Market Rate within the twenty (20) days after their appointment, then, within ten (10) days after the expiration of such twenty (20) day period, the two (2) appraisers shall select a third appraiser meeting the aforementioned criteria. Once the third appraiser has been appointedselected as provided for above, then each party or its then, as soon thereafter as practicable but in any case within fourteen (14) days, the appraiser shall submit its appraisal for the then prevailing market rent to a third appraiser (selected in the manner set forth below) and the third appraiser shall select one make his determination of which of the two submitted appraisal amounts, without any modification, Estimates most closely reflects the Prevailing Market Rate and such Estimate shall be binding on both Landlord and Tenant as the then prevailing market rentFixed Rent rate for the renewal term. If the arbitrator believes that expert advice would materially assist him, he may retain one or more qualified persons, to provide such expert advice. The third parties shall share equally in the costs of the arbitrator and of any experts retained by the arbitrator. Any fees of any appraiser, who must meet counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such appraiser, counsel or expert. In the event that the Prevailing Market Rate has not been determined by the commencement date of the renewal term, Tenant shall pay Fixed Rent upon the terms and conditions in effect for the initial Term until such time as the Prevailing Market Rate has been determined. Upon such determination, the Fixed Rent for the renewal term shall be retroactively adjusted to the commencement of the renewal term. If such adjustment results in an underpayment of Fixed Rent by Tenant, Tenant shall pay Landlord the amount of such underpayment within thirty (30) days after the determination thereof. If such adjustment results in an overpayment of Fixed Rent by Tenant, Landlord shall credit such overpayment against the next installment of Fixed Rent due under the Lease and, to the extent necessary, and subsequent installments until the entire amount of such overpayment has been credited against Fixed Rent. If Tenant is entitled to and properly exercises its renewal option, Landlord shall prepare an amendment (the “Renewal Amendment”) to reflect changes in the Fixed Rent, Term and other appropriate terms. The Renewal Amendment shall be sent to Tenant within a reasonable time after receipt of the Binding Notice and Tenant shall execute and return the Renewal Amendment to Landlord within 15 days after Tenant’s receipt of same, but an otherwise valid exercise of the renewal option shall, at Landlord’s option, be fully effective whether or not the Renewal Amendment is executed. (c) Except for the Fixed Rent, which shall be determined as set forth in subparagraph (b) above, leasing of the Premises by Tenant for the applicable extended term shall be subject to all of the minimum licensing same terms and experience criteria conditions set forth above, shall be selected by the first two appraisers. Landlord and Tenant each shall bear the cost of their own licensed appraiser, and shall split equally the cost of appointing the third licensed appraiser, if necessary. If the determination of the then prevailing market rent of the Leased Premises is not completed prior to the renewal date, Tenant shall continue to pay Base Rent at the rate in effect immediately prior to the renewal date, and the parties shall promptly account for any rent differential upon determination of the then prevailing market rent of the Lease Premises. All other terms of this Lease shall remain the same. As used throughout this Lease, including Tenant’s obligation to pay Tenant’s share of Common Area Costs as provided in this Lease; provided, however, that any reference improvement allowances, termination rights, rent abatements or other concessions applicable to the “lease Premises during the initial Term shall not be applicable during any such extended term”, “term”, or “term of nor shall Tenant have any additional extension options unless expressly provided for in this Lease” shall also include any and all renewal terms.

Option to Extend Term. Provided Landlord hereby grants to Tenant the right to extend the term of this Lease for an additional five (5) year period commencing upon the expiration of the initial ten (10) year term on December 31, 2006, but nevertheless, only upon the following terms and conditions: A. That Tenant is not in material default in under any of the terms, covenants and conditions or covenants of this Lease either on the date part of Tenant gives Landlord the renewal notice required herein or to be performed both at the end time of the exercise of such option and at the commencement of the extended term. B. That Tenant give Landlord twelve (12) months' prior written notice of Tenant's election to exercise such option, such notice to be actually received by Landlord at least twelve (12) months prior to date the option is to take effect. C. That Tenant shall pay as rent during the extended term the fair market rental value which is deemed to be the rental rate then being offered to prospective tenants for new leases as of the date of the commencement of the extended term for comparable premises in the City National Bank Building, or if no comparable premises in the Building are on the market at that time, the rate for comparable premises in comparable office Buildings in the downtown Los Angeles area, provided that in no event shall the rent for the extended term be less than the herein rental rate paid by Tenant for the premises for the last month of the initial Term ten (10) year term of this Lease. The determination of such fair market rental value shall take into consideration all the elements which are generally and usually considered in the real estate industry to establish a fair market rental value for comparable premises, including but not limited to the size and location of the premises, the quality and extent of the improvements existing in the premises, operating cost and tax increases, cost of living and other rental adjustments, the location of the premises in the Building, the floor height of the premises and other economic factors generally allowed a tenant in such market for comparable premises, such as a free rent allowance, provided that the determination of fair market rental value shall not include any imputation of monetary value to fair market rental factors not a constituent part of the extension option, such as, for example, a reduction of rental for a brokerage commission where Landlord has no obligation to pay such commission, or a reduction for a relocation allowance, or a tenant improvement allowance based on unimproved or raw space. In any event the fair market rental value of the premises shall be determined by employing sound business judgment and generally accepted appraisal practices, and shall be established in accordance with Landlord's then standard leasing practices for premises based upon the rentable area. Escalations under Article 20 for the taxes and operating expenses, and the Metrorail and Pershing Square Benefit Assessments, and any charges under other provisions of this Lease, Landlord hereby grants shall be passed through to Tenant an option to renew this Lease for one (1) five (5) year term. Such option to renew must be exercised by giving written notice to Landlord at least one hundred eighty (180) days prior in addition to the termination base monthly rental. In no event shall the rent for the extended term be less than the herein rental rate paid by Tenant for the premises for the last month of the initial Term ten (10) year term of this Lease, and once a notice to exercise is given it is irrevocable by Tenant. . D. If Tenant elects to exercise such renewal option, then such renewal term shall be the parties agree on the same terms and conditions as contained in this Lease, except that Base Rental shall be the then prevailing market rent for comparable office buildings in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Termextended term, taking into consideration, among other relevant matters, they shall immediately execute an amendment to this Lease stating the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan market area. The parties shall endeavor in good faith to agree on the Base Rent rent for the Extension Term within sixty (60) days prior to the applicable renewal dateextended term. If Landlord and Tenant the parties are unable to agree on the Base Rent rent for the Extension Term by such date, extended term then the Base Rent shall be determined as hereinafter provided. Within thirty within ninety (3090) days prior to the renewal datecommencement of the extended term, Landlord each party, at its cost and Tenant each by giving notice to the other party, shall appoint a licensed real estate appraiser with at least five (who shall be a member of the American Institute of Real Estate Appraisers5) with years full-time commercial appraisal experience in the area in which the Leased Premises are located to determine appraise and set the then prevailing market rent of for the Leased Premisesextended term based upon the foregoing formula. If either Landlord or Tenant a party does not appoint a licensed appraiser, and such failure continues thereafter for another an appraiser within ten (10) days after a second written the other party has given notice from of the othername of its appraiser, the single licensed appraiser appointed shall be the sole licensed appraiser and shall set the then prevailing market rent of for the Leased Premisesextended term. If the two (2) licensed appraisers are appointed pursuant to by the parties as stated in this paragraph, they shall meet promptly and attempt to set the then prevailing market rent of for the Leased Premisesextended term. If they are unable to agree within 30 days after the second appraiser has been appointed, they shall elect a third appraiser meeting the qualifications stated in this Paragraph within ten (10) days after the last day of the thirty (30) day period given the two appraisers to set the rent. Each of the parties shall bear one-half (1/2) of the cost of appointing a third appraiser and of paying the third appraiser's fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party. Within thirty (30) days after the second licensed appraiser has been appointed, then each party or its appraiser shall submit its appraisal for the then prevailing market rent to a third appraiser (selected in the manner set forth below) and the third appraiser shall select one selection of the two submitted appraisal amounts, without any modification, as the then prevailing market rent. The third appraiser, who must meet all a majority of the minimum licensing appraisers shall set the rent for the extended term. If the majority of the appraisers are unable to set the rent within the stipulated period of time, the two (2) appraisals that are closest in amount shall be added together and experience criteria set forth abovetheir total divided by two (2); the resulting quotient shall be the fair market rental value for the premises. E. That Tenant shall execute an Addendum confirming the extension of the Term of this Lease and the rental, provided that this option shall be self-operating and that, once exercised by Tenant no further documentation by the parties hereto shall be necessary in order to extend the Term of this Lease. F. That time is expressly made of the essence of this option. This lease consists of FORTY-THREE (43) Articles consecutively numbered. 1. The sidewalks, entrances, lobby, garage, elevators, stairways and public corridors shall be used only as a means of ingress and egress and shall remain unobstructed at all times. The entrance and exit doors of all suites are to be kept closed at all times, except as required for orderly passage to and from a suite. Loitering or congregating in any part of the building or obstruction of any means of ingress or egress shall not be permitted. Doors and windows shall not be covered or obstructed except that Landlord shall have the right to require Tenant to keep the drapes closed at all times. 2. Plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no rubbish, newspapers, trash or other substances of any kind shall be thrown into them. Walls, floors and ceilings shall not be defaced in any way, and no one shall be permitted to xxxx, drive nail, screw or drill into, paint, or In any way mar any building surface, except that pictures, certificates, licenses and similar items normally used in Tenant's business may be carefully attached to the walls of the demised premises by Tenant in a manner to be prescribed by Landlord. Upon removal of such items by Tenant, any damage to the walls or other surfaces, except minor nail holes, shall be selected repaired by Tenant. 3. No awning, shade, sign, advertisement or notice shall be inscribed, painted, displayed or affixed on, in or to any window or door or any other part of the first two appraisersoutside or inside of the building or the demised premises. No window displays or other public displays shall be permitted, without the prior written consent of Landlord. Tenant shall not solicit other tenants in the building. Drapes may be installed by tenants provided they are of such color, material, construction and installation as may be prescribed by landlord. All tenant identification on public corridor doors will be installed by Landlord for Tenant, but the cost shall be paid by Tenant. No lettering or signs other than the name of the Tenant will be permitted on public corridor doors, with the size and type of letters to be prescribed by Landlord. The bulletin board or directory of the building will be provided exclusively for the display of the name and location of Tenant only, and Landlord reserves the right to exclude all other names therefrom and to assess its Building Standard charge for each and every name other than the name of Tenant which Tenant may desire to be placed upon such bulletin board and to which Landlord may consent. All requests for listing of Tenants on the Directory of Building Tenants must be submitted to the office of the building in writing. Landlord reserves the right to approve all listing requests. 4. Electric wiring of every kind and Tenant each telephone outlets shall bear be installed in a manner as will be prescribed by Landlord. The location of convenience outlets, electric light outlets, power outlets and telephone outlets shall be approved by Landlord, but the cost of installation thereof shall be borne by Tenant. 5. The weight, size and position of all safes and other unusually heavy objects used or placed in the building shall be prescribed by Landlord and shall, in all cases, stand on metal plates of such size as shall be prescribed by Landlord. The repair of any damage done to the building or property therein by putting in or taking out or maintaining such safes or other unusually heavy objects shall be paid for by Tenant. 6. All freight, furniture, fixtures and other personal property shall only be moved into, within and out of the building at times designated by and under the super vision of Landlord and in accordance with such regulations as may be posted in the office of the building. In no event will Landlord be responsible for any loss or damage to such freight, furniture, fixtures or personal property from any cause. 7. No improper noises, vibrations or odors will be permitted in the building, nor shall any person be permitted to interfere in any way with tenants or those having business with them. No person will be permitted to bring or keep within the building any animal, bird or bicycle. No person shall throw trash, refuse, cigarettes or other substances of any kind any place within or out of the building, except in the refuse containers provided therefor. No person shall be employed by Tenant to do janitor work in any part of said building without the written consent of Landlord. Landlord reserves the right to exclude or expel from the building any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation of the rules and regulations of said building. 8. The storage of goods, wares or merchandise on the premises will not be permitted except in areas specifically designated by Landlord for storage. No auction, public or private, will be permitted in the premises. Articles of unusual size or weight and articles which exceed the design floor weight of the building are not permitted in the building, unless permitted by Landlord in writing. 9. The requirements of Tenant will be attended only upon application at the office of the building. Landlord's employees shall not perform any work or do anything outside of their own licensed appraiserregular duties unless under special instruction from the office of the building, and no such employee shall split equally admit any person (Tenant or otherwise) to any office without specific instructions from the cost of appointing the third licensed appraiser, if necessary. If the determination office of the then prevailing market rent building. 10. All keys shall be obtained from Landlord, and all keys shall be returned to Landlord upon termination of this lease. Tenant shall not change the locks or install other locks on the doors. 11. Any Tenant using the premises after regular business hours or on non-business days shall lock any entrance doors to the building used by Tenant immediately after entering or leaving the building. Tenant, his employees, agents or associates, or other persons entering or leaving the building when it is so locked may be required to sign the building register when so doing, and any watchman in charge may refuse to admit Tenant or any of Tenant's employees, agents or associates, or any other person to the building while it is so locked without a pass previously arranged or other satisfactory identification showing such person's right to access to the building at such time. However, Landlord assumes no responsibility whatsoever in connection therewith and shall not be liable for any damage resulting from any error in regard to any such pass or identification or from the admission of or refusal to admit, any person to said building. 12. Tenant shall be deemed to have read these rules and to have agreed to abide by them as a condition to his occupancy of the Leased Premises is not completed prior to the renewal date, Tenant shall continue to pay Base Rent at the rate in effect immediately prior to the renewal date, and the parties shall promptly account for any rent differential upon determination of the then prevailing market rent of the Lease Premisesspace herein leased. All other terms of this Lease shall remain the same. As used throughout this Lease, any reference to the “lease term”, “term”, or “term of this Lease” shall also include any and all renewal terms.THIS LEASE AGREEMENT WILL NOT BECOME EFFECTIVE OR A BINDING AGREEMENT BETWEEN THE PARTIES UNTIL IT

Option to Extend Term. (a) Provided Tenant is not in default in any that (i) there exists no Event of the terms, conditions or covenants of Default under this Lease either on and (ii) this Lease is still in full force and effect, Tenant shall have the date Tenant gives Landlord the renewal notice required herein or at the end of the initial Term of this Lease, Landlord hereby grants to Tenant an option to renew extend the term of this Lease for one (1) extended term (the "Extended Term"), having a length of five (5) year termyears. Such Tenant shall exercise such option to renew must be exercised by giving Landlord written notice to Landlord at least one hundred eighty notice, not later than nine (1809) days months prior to the termination Termination Date, it being agreed that time shall be of the initial essence with respect to the giving of such notice. The Extended Term of this Leaseshall commence on the day immediately following the Termination Date and shall end on the day which is five (5) years thereafter, and once a notice to exercise is given it is irrevocable by Tenant. If Tenant elects to exercise such renewal option, then such renewal term shall be on all the same terms and conditions as contained in of this Lease, except that Base Rental the rent for the Extended Term shall be the then prevailing market determined in accordance with this Article 3.4. (b) The rent for comparable office buildings in the St. LouisExtended Term shall be equal to the greater of (i) the Prevailing Market Rate (as hereinafter defined) for the Premises and (ii) the Annual Rent for the last year of the initial term of the Lease immediately preceding the Extended Term. As used herein, Missouri market. The “then prevailing market rent the term "Prevailing Market Rate" for comparable office buildings in the St. Louis, Missouri Premises shall mean the rental market” means what that Landlord would be able to obtain from a landlord under no compulsion third party desiring to lease the Leased Premises for the Extension Term taking into account the age of the Building, the size, location and floor levels of the Premises, the quality of construction of the Building and the Premises, the services provided under the terms of this Lease, the rental then being obtained for new leases of space comparable to the Premises in the locality of the Building, and all other material factors that would be relevant to a new tenant under no compulsion third party desiring to lease the Leased Premises for the Extension Term in determining the rental such party would determine as be willing to pay therefor. Prevailing Market Rate shall be determined based on new rentals for similar space with standard tenant improvement allowances and standard leasing commissions, even though Landlord shall not be obligated to provide a leasing commission with the extension option and Tenant shall not receive any tenant improvement allowance. No later than one hundred twenty (120) days prior to commencement of the Extension Term, Landlord shall notify Tenant of Landlord's determination of the Prevailing Market Rate to be used to calculate the annual rent for the Extension Term. If Tenant wishes to dispute Landlord's determination, taking into consideration, among other relevant matters, Tenant shall give notice to Landlord of Tenant's intent to submit the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan market area. The parties shall endeavor in good faith to agree on the Base Rent for the Extension Term within sixty (60) days prior matter to the applicable renewal date. If Landlord and Tenant are unable to agree on the Base Rent for the Extension Term by such date, then the Base Rent shall be determined as hereinafter provided. Within appraisal process described below within thirty (30) days prior after receipt of notice of Landlord's determination. If Tenant so elects, then within fifteen (15) days after the date of Tenant's notice of its election to submit the matter to the renewal dateappraisal process, Landlord and Tenant each party, at its cost, shall appoint engage a licensed real estate appraiser to act on its behalf in determining the Prevailing Market Rate for the Premises for the Extension Term. The appraisers shall have at least five (who shall be a member of the American Institute of Real Estate Appraisers5) with years' commercial experience in the area in which Greater Boston Metropolitan Area, to be designated as MAI appraisers, and shall be persons who would qualify as expert witnesses over objection to give opinion testimony on the Leased Premises are located to determine the then prevailing market rent issue of the Leased PremisesPrevailing Market Rate for the Premises in a court of competent jurisdiction. If either Landlord or Tenant a party does not appoint a licensed appraiser, and such failure continues thereafter for another ten an appraiser within fifteen (1015) days after a second written the other party has given notice from of the othername of its appraiser, the single licensed appraiser appointed shall be the sole licensed appraiser and shall set the then prevailing market rent of Prevailing Market Rate for the Leased PremisesPremises for the Extension Term. If two (2) licensed the appraisers are appointed pursuant to by the parties as stated in this paragraphSection, they such appraisers shall meet promptly and attempt to set the then prevailing market rent of Prevailing Market Rate for the Leased PremisesPremises for the Extension Term. If they such appraisers are unable to agree within thirty (30) days after appointment of the second appraiser, the appraisers shall elect a third appraiser meeting the qualifications stated in this paragraph with ten (10) days after the last date the two appraisers are given to set the Prevailing Market Rate for the Premises. Within thirty (30) days after the second licensed appraiser has been appointed, then each party or its appraiser shall submit its appraisal for the then prevailing market rent to a third appraiser (selected in the manner set forth below) and the third appraiser shall select one selection of the two submitted appraisal amounts, without any modification, as the then prevailing market rent. The third appraiser, who must meet all each appraiser shall, within fifteen (15) days thereafter, render a separate appraisal. The rental values and terms arrived at by the three appraisers shall be averaged, and the resulting average shall be deemed the Prevailing Market Rate for the Premises for the Extension Term. However, in the event that the Prevailing Market Rate arrived at in any of the minimum licensing and experience criteria set forth aboveappraisals is more than ten percent (10%) higher or lower than the middle appraised Prevailing Market Rate, such high or low appraisal or appraisals shall be selected discarded and the remaining two appraised values shall be averaged, if there are two, or the remaining one appraised value shall be used, if there is one. If either by agreement of the parties or by appraisal the Prevailing Market Rate is not finally determined by the first two appraisers. Landlord and Tenant each shall bear the cost of their own licensed appraiser, and shall split equally the cost of appointing the third licensed appraiser, if necessary. If the determination commencement of the Extension Term, then prevailing market rent of the Leased Premises is not completed prior to the renewal date, Tenant shall continue to pay Base make monthly payments of Annual Rent at the rate in effect immediately prior to designated by Landlord until such time as the renewal date, and Prevailing Market Rate is finally determined by agreement of the parties or by an appraiser. If the monthly Prevailing Market Rate as finally determined for the Extension Term exceeds the monthly amount previously paid by Tenant for the Extension Term, Tenant shall promptly account forthwith pay the difference to Landlord for any rent differential upon determination each of the then prevailing market rent months Tenant paid the lesser amount. If the monthly Prevailing Market Rate as finally determined for the Extension Term is less than the monthly amount previously paid by Tenant for the Extension Term, Landlord shall forthwith pay the difference to Tenant for each of the Lease Premises. All other terms of this Lease shall remain months Tenant paid the same. As used throughout this Lease, any reference to the “lease term”, “term”, or “term of this Lease” shall also include any and all renewal termsgreater amount.

Option to Extend Term. Provided that Tenant is not in default in any Default as of the termstime of exercise of each option and the commencement date of each Option Period, conditions or covenants Tenant shall have two (2) successive five (5) year options to extend the Term of this the Lease either on for the date Tenant gives Landlord Premises in “as is” condition at the renewal notice required herein or expiration of the original Lease Term and, if the first option is duly exercised, at the end of the initial Term of this Lease, Landlord hereby grants to Tenant an option to renew this Lease for one (1) five (5) year termfirst Option Term. Such option to renew must be exercised by giving written notice to Landlord at least one hundred eighty (180) days prior to the termination All of the initial Term of this Lease, and once a notice to exercise is given it is irrevocable by Tenant. If Tenant elects to exercise such renewal option, then such renewal term shall be on the same terms and conditions as contained in of this Lease, Lease except that for Base Rental Rent and the provisions of this Paragraph shall be applicable to the Option Period. The Base Rent for the Premises under such option shall be the then prevailing current market rent for comparable office buildings facilities in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan proximate South San Francisco market area. The definition of comparable facilities shall incorporate the parking amenities of the Premises, and the Building’s location, age, quality, amenities, identity, exterior appearance, interior improvements, and type of construction, excluding Tenant Improvements in excess of $50.00 per rentable square foot. Tenant shall give Landlord written notice to exercise its option at least nine (9) but not more than twelve (12) months prior to the expiration of the then current Term for the Premises. Within fifteen (15) days after Tenant exercises its option to extend, Landlord shall provide Tenant with the Base Rent, as determined by Landlord, for the Option Period. The parties shall endeavor are obligated to negotiate in good faith to agree on the Base Rent. If the parties have not mutually agreed on the Base Rent within thirty (30) days from notification by Landlord to Tenant of Landlord’s determination of Base Rent, each party hereto shall appoint one representative who shall be a licensed real estate broker experienced in the leasing of comparable facilities in the County of San Mateo to act as an arbitrator. The two (2) arbitrators so appointed shall determine the Base Rent for the Extension Term relevant Option Period. The determination of said Base Rent shall be made by said two (2) arbitrators within sixty (60) days prior from notification by Landlord to Tenant of Landlord’s determination of Base Rent and they shall submit said determination in writing and signed by said arbitrators in duplicate. One of the applicable renewal date. If written notifications shall be delivered to Landlord and Tenant are unable the other to Tenant. In the event the two (2) arbitrators of the parties hereto cannot agree on the Base Rent for the Extension Term Premises herein, said two (2) arbitrators shall appoint a third arbitrator who shall be a licensed real estate broker experienced in the leasing of comparable facilities in the County of San Mateo, to act as an arbitrator. The Base Rent for the relevant Option Period shall be independently determined by such datethe third of said arbitrators, which said determination shall be made within ninety (90) days from notification by Landlord to Tenant of Landlord’s determination of Base Rent. The role of the third arbitrator shall then be to immediately select from the proposed resolution of arbitrators #1 and #2 the one that most closely approximates the third arbitrator’s determination of Base Rent. The third arbitrator shall have no right to adopt a compromise or middle ground or any modification of either of the two final proposed resolutions. The resolution that the third arbitrator chooses as most closely approximating his determination of the Base Rent shall be determined as hereinafter provided. Within thirty (30) days prior to constitute the renewal date, Landlord decision of all arbitrators and Tenant each shall appoint a licensed real estate appraiser (who shall be a member final and binding upon the parties. The parties hereto shall pay the charges of the American Institute of Real Estate Appraisers) with experience in the area in which the Leased Premises are located to determine the then prevailing market rent arbitrator appointed by it and any expenses incurred by such arbitrator. The charges and expenses of the Leased Premises. If either Landlord or Tenant does not appoint a licensed appraiserthird arbitrator, and such failure continues thereafter for another ten (10) days after a second written notice from the otheras provided herein, the single licensed appraiser appointed shall be paid by the sole licensed appraiser and shall set parties hereto in equal shares. In the then prevailing market rent of the Leased Premises. If two (2) licensed appraisers are appointed pursuant event either arbitrator #1 or arbitrator #2 fails to this paragraph, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree present a Base Rent figure within the thirty (30) days after day period, the second licensed appraiser has been appointedBase Rent presented by the other arbitrator shall be considered final and binding on both parties. Notwithstanding anything to the contrary herein contained, then each party Txxxxx’s right to extend the term by exercise of the foregoing Option shall be conditioned upon the following: (I) at the time of the exercise of the Option, and at the time of the commencement of the extended term, Tenant or its appraiser a Permitted Assignee shall submit its appraisal be in possession of and occupying the Premises for the then prevailing market rent conduct of its business therein and the same shall not be occupied by any other assignee, subtenant or licensee, and (ii) the notice of exercise shall constitute a representation by Tenant to a third appraiser (selected Landlord effective as of the date of the exercise and as of the date of commencement of the extended term, that Tenant does not intend to seek to assign the lease in whole or in part, or sublet all of any portion of the Premises, the election to extend the term being for purposes of utilizing the Premises for Tenant’s purposes in the manner set forth below) and the third appraiser shall select one conduct of the two submitted appraisal amounts, without any modification, as the then prevailing market rent. The third appraiser, who must meet all of the minimum licensing and experience criteria set forth above, shall be selected by the first two appraisers. Landlord and Tenant each shall bear the cost of their own licensed appraiser, and shall split equally the cost of appointing the third licensed appraiser, if necessary. If the determination of the then prevailing market rent of the Leased Premises is not completed prior to the renewal date, Tenant shall continue to pay Base Rent at the rate in effect immediately prior to the renewal date, and the parties shall promptly account for any rent differential upon determination of the then prevailing market rent of the Lease Premises. All other terms of this Lease shall remain the same. As used throughout this Lease, any reference to the “lease term”, “term”, Tenant’s or “term of this Lease” shall also include any and all renewal termsa Permitted Assignee’s business therein.

Option to Extend Term. Provided a. Tenant is not in default in any shall have the option to extend the term of the terms, conditions or covenants of this Lease either on the date Tenant gives Landlord the renewal notice required herein or at the end of the initial Term of this Lease, Landlord hereby grants to Tenant an option to renew this Lease for one (1) a period of five (5) year termyears (the "Option Period") from January 1, 2007 to December 31, 2011 subject to the following conditions: i. At the time the option is exercised and as of the commencement of the Option Period, the Lease shall be in full force and effect, Tenant shall not be in default thereunder and Tenant shall not have assigned the Lease or sublet the premises; and ii. Such The option to renew extend the term must be exercised exercised, if at all, by giving written notice given to Landlord at least one hundred eighty (180) days prior to not earlier than January 1, 2006 or no later than March 31, 2006. b. In the termination event the option is timely and effectively exercised the term of the initial Term of this Lease, and once a notice to exercise is given it is irrevocable by Tenant. If Tenant elects to exercise such renewal option, then such renewal term Lease shall be on extended for the same Option Period upon all of the terms and conditions as contained in this of the Lease; provided, except that however, the monthly Base Rental Rent during the Option Period shall be the then prevailing fair market rent of the premises, but in no event less than the Base Rent for December 2006. Determination of the fair market rent shall be as follows: i. For the purposes hereof, the fair market rent of the premises during the option. Shall be the product of the monthly rental rate per square foot of rentable area then prevailing for comparable office buildings in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan City of Alameda that is then being offered for lease to prospective tenants multiplied by the rentable area of the premises. Fair market arearent may include periodic increases. The Within 30 days prior to commencement of the Option Period, Landlord shall provide Tenant with Landlord's determination of fair market rent. Tenant may dispute Landlord's determination of fair market rent by notice given to Landlord within 15 days after Landlord's determination is given to Tenant and Landlord and the parties shall endeavor then negotiate in good faith to agree on resolve the Base Rent for dispute. If such dispute is not resolved by negotiation between the Extension Term parties within sixty (60) days 30 days, then fair market rent shall be determined by appraisal. If Tenant does not timely dispute Landlord's determination, then the amount determined by Landlord shall be the fair market rent. If fair market rent has not been determined prior to the applicable renewal date. If Landlord and commencement of the Option Period, Tenant are unable to agree on the shall pay monthly Base Rent for when due based upon Landlord's determination of fair market rent, subject to retroactive adjustment between the Extension Term parties if the determination by such date, then the Base Rent shall appraisal is different from Landlord's determination. ii. When fair market rent is to be determined as hereinafter provided. Within thirty (by appraisal, within 10 days after the expiration of the 30) days prior to the renewal date-day negotiation period, Landlord and Tenant shall each shall appoint as an appraiser, a licensed real estate appraiser (who shall be a member with at least ten years of the American Institute of Real Estate Appraisers) with experience in appraising commercial real property in Alameda County, and give notice of such appointment to the area in which the Leased Premises are located to determine the then prevailing market rent of the Leased Premisesother. If either Landlord or Tenant does not shall fail to appoint a licensed an appraiser within 10 days after receiving notice of the identity of the other party's appointed appraiser, and such failure continues thereafter for another ten (10) days after a second written notice from the other, then the single licensed appraiser appointed shall be the sole licensed appraiser and shall set determine the then prevailing fair market rent of the Leased Premisespremises. In the event each party appoints an appraiser, such appraisers shall, within 30 days after the appointment of the last of them to be appointed, complete their determinations of fair market rent and furnish the same to Landlord and Tenant. If the low appraisal varies from the higher appraisal by 5% of the lower appraisal, or less, the fair market rent shall be the average of the two (2) licensed valuations. If the low appraisal varies from the high appraisal by more than 5%, the two appraisers are appointed pursuant to shall, within 10 days after submission of the last appraisal report, appoint a third appraiser who shall meet the qualifications set forth in this paragraph, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are the two appraisers shall be unable to agree within on the thirty (30) days after the second licensed appraiser has been appointed, then each party or its appraiser shall submit its appraisal for the then prevailing market rent to selection of a third appraiser (selected in a timely manner then either Landlord or Tenant may request such appointment by the manner set forth below) and the third appraiser shall select one presiding judge of the two submitted appraisal amounts, without any modification, as the then prevailing market rentSuperior Court of Alameda County. The third appraiser, who must meet all of the minimum licensing and experience criteria set forth abovehowever selected, shall be a person who has not previously acted in any capacity for or against either party. Such third appraiser shall, within 30 days after appointment, make a determination of fair market rent and said third appraiser shall select the opinion of fair market rent as determined by the one appraisal, completed by the two appraisers, which most closely matches the third appraiser's opinion of fair market rent. The fair market rent for the premises shall be the fair market rent selected by the first two appraiserssaid third appraiser. Landlord All fees and Tenant each shall bear the cost costs of their own licensed appraiser, and shall split equally the cost of appointing the third licensed appraiser, if necessary. If appraiser in connection with the determination of the then prevailing fair market rent by appraisal shall be paid one-half by Landlord and one-half by Tenant. Prior to the commencement of the Leased Premises Option Period or if an appraisal is not completed prior to the renewal daterequired, as soon thereafter as is practical, Tenant and Landlord shall continue execute an amendment to pay this Lease setting forth the monthly Base Rent at amounts during the rate in effect immediately prior to the renewal date, Option Period and the parties shall promptly account revised date for any rent differential upon determination of the then prevailing market rent of the Lease Premises. All other terms of this Lease shall remain the same. As used throughout this Lease, any reference to the “lease term”, “term”, or “term of this Lease” shall also include any and all renewal termsexpiration.

Option to Extend Term. Provided Tenant is not in default in any of the terms, conditions or covenants of this Lease either on the date Tenant gives 40.1 Landlord the renewal notice required herein or at the end of the initial Term of this Lease, Landlord hereby grants to Tenant an option the right to renew extend the term of this Lease for one (1) five three (53) year term. Such option to renew must be exercised by giving written notice to Landlord at least one hundred eighty (180) days prior to the termination of the initial Term of this Lease, and once a notice to exercise is given it is irrevocable by Tenant. If Tenant elects to exercise such renewal option, then such renewal term shall be on period under the same terms and conditions existing in the original Lease except as contained set forth in this Article 40. Tenant shall exercise such right to extend the term of this Lease by written notice to Landlord given no later than nine (9) months prior to the end of the initial term. 40.2 Basic Annual Rent shall be adjusted on the first day of the extension term to the fair market rental value of the Premises as of the commencement of the extension term. 40.3 Landlord shall obtain at its expense and deliver to Tenant an independent appraisal of the fair market rental value of the Premises as of the commencement of the extension term. Following its receipt of Landlord’s appraisal, Tenant may elect to obtain at its expense and deliver to Landlord a second independent appraisal of the fair market rental value of the Premises as of the commencement of the extension term. If Tenant elects not to obtain a second appraisal, Landlord’s appraisal shall be conclusive. If Tenant’s appraisal is no more than five percent (5%) less than Landlord’s appraisal, the fair market rental value of the Premises shall be the arithmetic average of the two appraisals. If Tenant’s appraisal is more than five percent (5%) less than Landlord’s appraisal, the two appraisers shall appoint a third independent appraiser to appraise the fair market rental value of the Premises as of the commencement of the extension term, and the fair market rental value of the Premises shall be the arithmetic average of the two appraisals closest in their determination of fair market rental value. Landlord and Tenant shall bear equally the expense of the third appraiser. 40.4 All appraisers appointed hereunder shall have at least ten (10) years’ experience in the appraisal of commercial and industrial real property in the UTC area of San Diego, and shall be members of professional organizations such as the American Appraisal Institute with a designation of MAI or equivalent. 40.5 As used herein, the term “fair market rental value of the Premises” shall mean the base rent that a ready and willing tenant would pay for similarly improved space in the UTC area of San Diego, as of the commencement of the extension term, to a ready and willing landlord, for a term of three (3) years on the terms and conditions of the Lease, determined as if the Premises were exposed for lease on the open market for a reasonable period of time and taking into account all of the purposes for which such property may be used. Any appraiser appointed hereunder to determine the “fair market rental value of the Premises” shall take into account all of the other terms and conditions of this Lease, except including, without limitation, that Base Rental this Lease provides for the Basic Annual Rent to increase annually by three percent (3%) during the extension term. 40.6 Any increase in Basic Annual Rent under this Article 40 which is not determined until after the effective date of the increase shall nevertheless be retroactive to the effective date, and Tenant shall pay any such retroactive increase with the installment of Rent next due. 40.7 Basic Annual Rent during the extension period as determined under this Article 40 shall be increased on the then prevailing market rent annual anniversary of the Rent Commencement Date each year of the extension term by three percent (3%). 40.8 Tenant shall not have the right to exercise its option to extend the term, notwithstanding anything set forth above to the contrary: (a) during the time commencing from the date Landlord gives to Tenant a written notice that Tenant is in default under any provision of this Lease and continuing until the default alleged in said notice is cured; (b) during the period of time commencing on the day after a monetary obligation to Landlord is due from Tenant and unpaid without any necessity for comparable office buildings in notice thereof to Tenant and continuing until the St. Louis, Missouri marketobligation is paid; or (c) after the expiration or earlier termination of this Lease. The “then prevailing market rent for comparable office buildings in period of time within which the St. Louisoption to extend may be exercised shall not be extended or enlarged by reason of the Tenant’s inability to exercise the option because of the foregoing provisions. At the election of Landlord, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted all rights of Tenant under the Leaseprovisions of this Article 40 shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of an option to extend if, after such exercise, but prior to the quality, size, design and location commencement of the Leased Premises and the rental rates extension term, (1) Tenant fails to pay to Landlord a monetary obligation of Tenant for similar space in the St. Louis metropolitan market area. The parties shall endeavor in good faith to agree on the Base Rent for the Extension Term within a period of sixty (60) days prior after such obligation becomes due (without necessity of Landlord to the applicable renewal date. If Landlord and Tenant are unable give notice to agree on the Base Rent for the Extension Term by such dateTenant), then the Base Rent shall be determined as hereinafter provided. Within thirty (30) days prior to the renewal date, Landlord and Tenant each shall appoint a licensed real estate appraiser (who shall be a member of the American Institute of Real Estate Appraisers) with experience in the area in which the Leased Premises are located to determine the then prevailing market rent of the Leased Premises. If either Landlord or Tenant does not appoint a licensed appraiser, and such failure continues thereafter for another ten (10) days after a second written notice from the other, the single licensed appraiser appointed shall be the sole licensed appraiser and shall set the then prevailing market rent of the Leased Premises. If two (2) licensed appraisers are appointed pursuant Tenant fails to this paragraph, they shall meet promptly and attempt commence to set the then prevailing market rent of the Leased Premises. If they are unable to agree cure a non-monetary default within the thirty (30) days after the second licensed appraiser has been appointed, then each party or its appraiser shall submit its appraisal for the then prevailing market rent date Landlord gives notice to a third appraiser (selected in the manner set forth below) and the third appraiser shall select one Tenant of the two submitted appraisal amounts, without any modification, as the then prevailing market rent. The third appraiser, who must meet all of the minimum licensing and experience criteria set forth above, shall be selected by the first two appraisers. Landlord and Tenant each shall bear the cost of their own licensed appraiser, and shall split equally the cost of appointing the third licensed appraiser, if necessary. If the determination of the then prevailing market rent of the Leased Premises is not completed prior to the renewal date, Tenant shall continue to pay Base Rent at the rate in effect immediately prior to the renewal date, and the parties shall promptly account for any rent differential upon determination of the then prevailing market rent of the Lease Premises. All other terms of this Lease shall remain the same. As used throughout this Lease, any reference to the “lease term”, “term”, or “term of this Lease” shall also include any and all renewal termssuch default.

Option to Extend Term. Provided Landlord hereby grants to Tenant the right to extend the term of this Lease for an additional five (5) year period commencing upon the expiration of the initial ten (10) year term on December 31, 2006, but nevertheless, only upon the following terms and conditions: A. That Tenant is not in material default in under any of the terms, covenants and conditions or covenants of this Lease either on the date part of Tenant gives Landlord the renewal notice required herein or to be performed both at the end time of the exercise of such option and at the commencement of the extended term. B. That Tenant give Landlord twelve (12) months' prior written notice of Tenant's election to exercise such option, such notice to be actually received by Landlord at least twelve (12) months prior to date the option is to take effect. C. That Tenant shall pay as rent during the extended term the fair market rental value which is deemed to be the rental rate then being offered to prospective tenants for new leases as of the date of the commencement of the extended term for comparable premises in the City National Bank Building, or if no comparable premises in the Building are on the market at that time, the rate for comparable premises in comparable office Buildings in the downtown Los Angeles area, provided that in no event shall the rent for the extended term be less than the herein rental rate paid by Tenant for the premises for the last month of the initial Term ten (10) year term of this Lease. The determination of such fair market rental value shall take into consideration all the elements which are generally and usually considered in the real estate industry to establish a fair market rental value for comparable premises, including but not limited to the size and location of the premises, the quality and extent of the improvements existing in the premises, operating cost and tax increases, cost of living and other rental adjustments, the location of the premises in the Building, the floor height of the premises and other economic factors generally allowed a tenant in such market for comparable premises, such as a free rent allowance, provided that the determination of fair market rental value shall not include any imputation of monetary value to fair market rental factors not a constituent part of the extension option, such as, for example, a reduction of rental for a brokerage commission where Landlord has no obligation to pay such commission, or a reduction for a relocation allowance, or a tenant improvement allowance based on unimproved or raw space. In any event the fair market rental value of the premises shall be determined by employing sound business judgment and generally accepted appraisal practices, and shall be established in accordance with Landlord's then standard leasing practices for premises based upon the rentable area. Escalations under Article 20 for the taxes and operating expenses, and the Metrorail and Pershing Square Benefit Assessments, and any charges under other provisions of this Lease, Landlord hereby grants shall be passed through to Tenant an option to renew this Lease for one (1) five (5) year term. Such option to renew must be exercised by giving written notice to Landlord at least one hundred eighty (180) days prior in addition to the termination base monthly rental. In no event shall the rent for the extended term be less than the herein rental rate paid by Tenant for the premises for the last month of the initial Term ten (10) year term of this Lease, and once a notice to exercise is given it is irrevocable by Tenant. . D. If Tenant elects to exercise such renewal option, then such renewal term shall be the parties agree on the same terms and conditions as contained in this Lease, except that Base Rental shall be the then prevailing market rent for comparable office buildings in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Termextended term, taking into consideration, among other relevant matters, they shall immediately execute an amendment to this Lease stating the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan market area. The parties shall endeavor in good faith to agree on the Base Rent rent for the Extension Term within sixty (60) days prior to the applicable renewal dateextended term. If Landlord and Tenant the parties are unable to agree on the Base Rent rent for the Extension Term by such date, extended term then the Base Rent shall be determined as hereinafter provided. Within thirty within ninety (3090) days prior to the renewal datecommencement of the extended term, Landlord each party, at its cost and Tenant each by giving notice to the other party, shall appoint a licensed real estate appraiser with at least five (who shall be a member of the American Institute of Real Estate Appraisers5) with years full-time commercial appraisal experience in the area in which the Leased Premises are located to determine appraise and set the then prevailing market rent of for the Leased Premisesextended term based upon the foregoing formula. If either Landlord or Tenant a party does not appoint a licensed appraiser, and such failure continues thereafter for another an appraiser within ten (10) days after a second written the other party has given notice from of the othername of its appraiser, the single licensed appraiser appointed shall be the sole licensed appraiser and shall set the then prevailing market rent of for the Leased Premisesextended term. If the two (2) licensed appraisers are appointed pursuant to by the parties as stated in this paragraph, they shall meet promptly and attempt to set the then prevailing market rent of for the Leased Premisesextended term. If they are unable to agree within 30 days after the second appraiser has been appointed, they shall elect a third appraiser meeting the qualifications stated in this Paragraph within ten (10) days after the last day of the thirty (30) day period given the two appraisers to set the rent. Each of the parties shall bear one-half (1/2) of the cost of appointing a third appraiser and of paying the third appraiser's fee. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party. Within thirty (30) days after the second licensed appraiser has been appointed, then each party or its appraiser shall submit its appraisal for the then prevailing market rent to a third appraiser (selected in the manner set forth below) and the third appraiser shall select one selection of the two submitted appraisal amounts, without any modification, as the then prevailing market rent. The third appraiser, who must meet all a majority of the minimum licensing appraisers shall set the rent for the extended term. If the majority of the appraisers are unable to set the rent within the stipulated period of time, the two (2) appraisals that are closest in amount shall be added together and experience criteria set forth abovetheir total divided by two (2); the resulting quotient shall be the fair market rental value for the premises. E. That Tenant shall execute an Addendum confirming the extension of the Term of this Lease and the rental, provided that this option shall be self-operating and that, once exercised by Tenant no further documentation by the parties hereto shall be necessary in order to extend the Term of this Lease. F. That time is expressly made of the essence of this option. This lease consists of FORTY-THREE (43) Articles consecutively numbered. RULES AND REGULATIONS OF THE BUILDING REFERRED TO HEREIN WHICH CONSTITUTE A PART OF THIS LEASE 1. The sidewalks, entrances, lobby, garage, elevators, stairways and public corridors shall be used only as a means of ingress and egress and shall remain unobstructed at all times. The entrance and exit doors of all suites are to be kept closed at all times, except as required for orderly passage to and from a suite. Loitering or congregating in any part of the building or obstruction of any means of ingress or egress shall not be permitted. Doors and windows shall not be covered or obstructed except that Landlord shall have the right to require Tenant to keep the drapes closed at all times. 2. Plumbing fixtures shall not be used for any purposes other than those for which they were constructed, and no rubbish, newspapers, trash or other substances of any kind shall be thrown into them. Walls, floors and ceilings shall not be defaced in any way, and no one shall be permitted to xxxx, drive nail, screw or drill into, paint, or In any way mar any building surface, except that pictures, certificates, licenses and similar items normally used in Tenant's business may be carefully attached to the walls of the demised premises by Tenant in a manner to be prescribed by Landlord. Upon removal of such items by Tenant, any damage to the walls or other surfaces, except minor nail holes, shall be selected repaired by Tenant. 3. No awning, shade, sign, advertisement or notice shall be inscribed, painted, displayed or affixed on, in or to any window or door or any other part of the first two appraisersoutside or inside of the building or the demised premises. No window displays or other public displays shall be permitted, without the prior written consent of Landlord. Tenant shall not solicit other tenants in the building. Drapes may be installed by tenants provided they are of such color, material, construction and installation as may be prescribed by landlord. All tenant identification on public corridor doors will be installed by Landlord for Tenant, but the cost shall be paid by Tenant. No lettering or signs other than the name of the Tenant will be permitted on public corridor doors, with the size and type of letters to be prescribed by Landlord. The bulletin board or directory of the building will be provided exclusively for the display of the name and location of Tenant only, and Landlord reserves the right to exclude all other names therefrom and to assess its Building Standard charge for each and every name other than the name of Tenant which Tenant may desire to be placed upon such bulletin board and to which Landlord may consent. All requests for listing of Tenants on the Directory of Building Tenants must be submitted to the office of the building in writing. Landlord reserves the right to approve all listing requests. 4. Electric wiring of every kind and Tenant each telephone outlets shall bear be installed in a manner as will be prescribed by Landlord. The location of convenience outlets, electric light outlets, power outlets and telephone outlets shall be approved by Landlord, but the cost of installation thereof shall be borne by Tenant. 5. The weight, size and position of all safes and other unusually heavy objects used or placed in the building shall be prescribed by Landlord and shall, in all cases, stand on metal plates of such size as shall be prescribed by Landlord. The repair of any damage done to the building or property therein by putting in or taking out or maintaining such safes or other unusually heavy objects shall be paid for by Tenant. 6. All freight, furniture, fixtures and other personal property shall only be moved into, within and out of the building at times designated by and under the super vision of Landlord and in accordance with such regulations as may be posted in the office of the building. In no event will Landlord be responsible for any loss or damage to such freight, furniture, fixtures or personal property from any cause. 7. No improper noises, vibrations or odors will be permitted in the building, nor shall any person be permitted to interfere in any way with tenants or those having business with them. No person will be permitted to bring or keep within the building any animal, bird or bicycle. No person shall throw trash, refuse, cigarettes or other substances of any kind any place within or out of the building, except in the refuse containers provided therefor. No person shall be employed by Tenant to do janitor work in any part of said building without the written consent of Landlord. Landlord reserves the right to exclude or expel from the building any person who, in the judgment of Landlord, is intoxicated or under the influence of liquor or drugs or who shall in any manner do any act in violation of the rules and regulations of said building. 8. The storage of goods, wares or merchandise on the premises will not be permitted except in areas specifically designated by Landlord for storage. No auction, public or private, will be permitted in the premises. Articles of unusual size or weight and articles which exceed the design floor weight of the building are not permitted in the building, unless permitted by Landlord in writing. 9. The requirements of Tenant will be attended only upon application at the office of the building. Landlord's employees shall not perform any work or do anything outside of their own licensed appraiserregular duties unless under special instruction from the office of the building, and no such employee shall split equally admit any person (Tenant or otherwise) to any office without specific instructions from the cost of appointing the third licensed appraiser, if necessary. If the determination office of the then prevailing market rent building. 10. All keys shall be obtained from Landlord, and all keys shall be returned to Landlord upon termination of this lease. Tenant shall not change the locks or install other locks on the doors. 11. Any Tenant using the premises after regular business hours or on non-business days shall lock any entrance doors to the building used by Tenant immediately after entering or leaving the building. Tenant, his employees, agents or associates, or other persons entering or leaving the building when it is so locked may be required to sign the building register when so doing, and any watchman in charge may refuse to admit Tenant or any of Tenant's employees, agents or associates, or any other person to the building while it is so locked without a pass previously arranged or other satisfactory identification showing such person's right to access to the building at such time. However, Landlord assumes no responsibility whatsoever in connection therewith and shall not be liable for any damage resulting from any error in regard to any such pass or identification or from the admission of or refusal to admit, any person to said building. 12. Tenant shall be deemed to have read these rules and to have agreed to abide by them as a condition to his occupancy of the Leased space herein leased. THIS LEASE AGREEMENT WILL NOT BECOME EFFECTIVE OR A BINDING AGREEMENT BETWEEN THE PARTIES UNTIL IT HAS BEEN COUNTERSIGNED BY CITINATIONAL-BUCKEYE BUILDING CO. AND A COPY EXECUTED BY ALL THE PARTIES HERETO HAS BEEN RETURNED TO THE TENANT. LANDLORD: TENANT: CITINATIONAL-BUCKEYE BUILDING CO., CITY NATIONAL BANK, a California limited partnership a national banking association By: OLIVE-SIXTH BUCKEYE CO., General Partner By: --------------------------- Title : ----------------------- By: ------------------------------------ Xxxxxx Xxxxxxx, General Partner EXHIBIT A [CHARTS OF FINAL FLOOR PLANS FOR CITY NATIONAL BANK. FLOORS 1, 2, 3, 6, 9, 10] SUPPLEMENTARY PARKING AGREEMENT THIS PARKING AGREEMENT IS made as of September 30, 1996, between CITINATIONAL BUCKEYE BUILDING CO., hereinafter designated the Landlord, and CITY NATIONAL BANK, a national banking association, hereinafter designated the Tenant, as a supplement to Article 6 of Tenant's Lease of Premises is not completed prior to in the renewal City National Bank Building, of the same date, Tenant shall continue to pay Base Rent at the rate in effect immediately prior to the renewal date, and the parties shall promptly account for any rent differential upon determination of the then prevailing market rent of the Lease Premises. All other terms of which this Lease shall remain the same. As used throughout this Lease, any reference to the “lease term”, “term”, or “term of this Lease” shall also include any and all renewal termsSupplementary Parking Agreement is attached.

Option to Extend Term. Provided a. If Tenant is not in default in any under the Lease at the time of the terms, conditions or covenants exercise of this Lease either on the date Tenant gives Landlord the renewal notice required herein option or at the end commencement of the initial extended Term, Tenant may extend the Term for 1 extension terms of this Lease, Landlord hereby grants to Tenant an option to renew this Lease for one (1) five (5) year term. Such option to renew must be exercised 5 years by giving written Landlord an extension notice to Landlord at least one hundred eighty (180) days 6 months, but not more than 9 months, prior to the termination of Expiration Date (the initial Term of this Lease, and once a notice to exercise is given it is irrevocable by TenantExtension Notice Period). If Tenant elects to exercise such renewal optiongives a valid extension notice during the Extension Notice Period that is not then revoked as specified below, then such renewal term Landlord shall be on prepare, and Landlord and Tenant shall execute and deliver, an amendment to this Lease to reflect the extension of the Term for 5 years upon the same terms and conditions as contained in this Lease, except that Base Rental the Rent and other applicable terms shall be the then prevailing market rent for comparable office buildings in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan market area. The parties shall endeavor in good faith to agree adjusted based on the Base Rent for the Extension Term within sixty Market Rate (60defined below) days and, unless Landlord and Tenant otherwise agree in writing, prior to the applicable renewal datecommencement of the extended Term, Tenant shall have no further option to extend the Term after the option is exercised. If Landlord and Tenant are unable to agree on the Base Rent for the Extension Term by such date, then the Base Rent shall be determined as hereinafter provided. Within thirty (30) days prior to the renewal date, Landlord and Tenant each shall appoint a licensed real estate appraiser (who shall be a member of the American Institute of Real Estate Appraisers) with experience in the area in which the Leased Premises are located to determine the then prevailing market rent of the Leased Premises. If either Landlord or Tenant does not appoint a licensed appraisergive an extension notice during the Extension Notice Period, and such failure continues thereafter for another ten (10) then this option expires automatically on the next day after the last day of the Extension Notice Period. Landlord is not required to give Tenant notice of the beginning or end of the Extension Notice Period. b. Within 30 days after Landlord receives Tenant’s extension notice, Landlord shall deliver a second written notice from to Tenant specifying the other, the single licensed appraiser appointed shall be the sole licensed appraiser and shall set the then prevailing market rent of the Leased PremisesMarket Rate. If two (2) licensed appraisers are appointed pursuant Tenant does not approve Landlord’s designation of Market Rate, then Tenant, as its sole remedy, may revoke its exercise notice by delivering a revocation notice to this paragraphLandlord within 20 days after Tenant’s receipt of Landlord’s notice specifying the Market Rate, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premisesbut otherwise Tenant may not revoke its extension notice. If they are unable to agree within the thirty (30) days after the second licensed appraiser has been appointedTenant gives a timely revocation notice, then each party or its appraiser shall submit its appraisal for the then prevailing market rent to a third appraiser (selected in the manner set forth below) Tenant has no further rights under this Paragraph and the third appraiser shall select one of Term ends on the two submitted appraisal amounts, without any modificationinitial Expiration Date. The term Market Rate means the Rent and other applicable terms that Landlord quotes for space similar to the Premises for a 5-year term during the same period, as the then prevailing market rent. The third appraiser, who must meet all of the minimum licensing and experience criteria set forth above, shall be selected determined by the first two appraisers. Landlord and Tenant each shall bear the cost of their own licensed appraiser, and shall split equally the cost of appointing the third licensed appraiser, if necessary. If the determination of the then prevailing market rent of the Leased Premises is not completed prior to the renewal date, Tenant shall continue to pay Base Rent at the rate in effect immediately prior to the renewal date, and the parties shall promptly account for any rent differential upon determination of the then prevailing market rent of the Lease Premises. All other terms of this Lease shall remain the same. As used throughout this Lease, any reference to the “lease term”, “term”, or “term of this Lease” shall also include any and all renewal termsits reasonable discretion.

Option to Extend Term. Provided a. Tenant shall have and is not in default in any of hereby granted the terms, conditions or covenants of this Lease either on the date Tenant gives Landlord the renewal notice required herein or at the end of the initial Term of this Lease, Landlord hereby grants to Tenant an option to renew this Lease extend the Term hereof for one (1) additional period of five (5) year term. Such option to renew must be exercised by giving years (the "Extension Period"), provided (i) Tenant gives written notice to Landlord at least one hundred eighty of Tenant's election to exercise such extension option no earlier than fifteen (180) days 15), and no later than twelve (12), months prior to the termination expiration of the initial Term last Lease Year of the Term; (ii) no Event of Default has occurred during the Term, and no event exists at the time of the exercise of such option or arises subsequent thereto, which event by notice and/or the passage of time would constitute an Event of Default if not cured within the applicable cure period; and (iii) Tenant has not assigned its interest in this Lease or sublet more than twenty percent (20%) of the Premises to a person or entity other than a Permitted Transferee. b. All terms and conditions of this Lease, including without limitation all provisions governing the payment of Additional Rent and once a notice to exercise is given it is irrevocable by Tenant. If Tenant elects to exercise such renewal optionannual increases in the Annual Base Rent, then such renewal term shall remain in full force and effect during the Extension Period, except that Annual Base Rent payable during the first Lease Year of the Extension Period shall be the then-current Fair Market Rental Rate (hereinafter defined) with respect to comparable office space at the time of the commencement of the Extension Period (using a Base Year of the calendar year in which the Extension Period commences for purposes of determining Tenant's Pass-Through Costs); provided, however, in no event shall the Annual Base Rent for the first Lease Year of the Extension Period be less (on a per square foot basis) than the same terms and conditions as contained Annual Base Rent in effect for the last Lease Year of the initial Term. Landlord shall not be obligated to make, or pay for, any improvements or alterations in or to the Premises. There shall be no rental abatement during the Extension Period. As used in this Lease, except the term "Fair Market Rental Rate" shall mean the fair market rental rate per square foot of rentable area that Base Rental shall would be the then prevailing market rent agreed upon between a landlord and a tenant entering into a new lease for comparable office buildings space as to location, configuration, view and elevator exposure, size and use, in the St. Louisa comparable building as to location, Missouri market. The “then prevailing market rent for quality, reputation and age, with a comparable office buildings in the St. Louisbuild-out, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises comparable term and a new tenant under no compulsion to lease the Leased Premises would determine as rent comparable base year for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design operating expense and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan market area. The parties shall endeavor in good faith to agree on the Base Rent for the Extension Term within sixty (60) days prior to the applicable renewal date. If Landlord and Tenant are unable to agree on the Base Rent for the Extension Term by such date, then the Base Rent shall be determined as hereinafter provided. Within thirty (30) days prior to the renewal date, Landlord and Tenant each shall appoint a licensed real estate appraiser tax pass-throughs assuming the following: (who shall be a member of 1) the American Institute of Real Estate Appraisers) with experience landlord and tenant are informed and well-advised and each is acting in the area in which the Leased Premises are located to determine the then prevailing market rent of the Leased Premises. If either Landlord or Tenant does not appoint a licensed appraiser, and such failure continues thereafter for another ten (10) days after a second written notice from the other, the single licensed appraiser appointed shall be the sole licensed appraiser and shall set the then prevailing market rent of the Leased Premises. If two what it considers its own best interests; (2) licensed appraisers a tenant improvement allowance, free rent periods or any other special concessions (for example, design fees, moving allowances, refurbishing allowances, etc.) will not be provided to Tenant except to the extent that such allowances or concessions are appointed pursuant to this paragraph, they reflected in the fair market rental rates being obtained (in which event the Fair Market Rental Rate shall meet promptly and attempt to set be reduced by the then prevailing market rent economic equivalent of the Leased Premises. If they are unable allowances or concessions not offered to agree within Tenant); and (3) the thirty (30) days after the second licensed appraiser has been appointed, then each party or its appraiser shall submit its appraisal for the then prevailing market rent to a third appraiser (selected in the manner set forth below) and the third appraiser shall select one of the two submitted appraisal amounts, without any modification, as the then prevailing market rent. The third appraiser, who must meet all of the minimum licensing and experience criteria set forth above, shall be selected by the first two appraisers. Landlord and Tenant each shall bear the cost of their own licensed appraiser, and shall split equally the cost of appointing the third licensed appraiser, if necessary. If the determination of the then prevailing market rent of the Leased Premises is not completed prior to the renewal date, Tenant shall tenant will continue to pay Base Rent at its share of Operating Expenses and Real Estate Taxes over a new base year (which, for Tenant, is the rate calendar year in effect immediately prior to which occurs the renewal date, and the parties shall promptly account for any rent differential upon determination first day of the then prevailing market rent of the Lease Premises. All other terms of this Lease shall remain the same. As used throughout this Lease, any reference to the “lease term”, “term”, or “term of this Lease” shall also include any and all renewal termsExtension Period).

Option to Extend Term. All options to extend the term of the Lease Agreement, if any, set forth in the Lease Agreement are hereby deleted in their entirety, including, without limitation, Article 43 of the First Amendment and Section 8 of the Fourth Amendment, and are replaced by the Option to Extend the Term described in this Section 8 of this Fifth Amendment. Provided Tenant is not in has cured any default in any of the termsLease Agreement in the prescribed time and manner described in the Lease Agreement at any time from the time Tenant exercises the applicable option as set forth herein until such time as such extended term commences, conditions or covenants Tenant shall have two (2) options to extend the term (each an “Option to Extend the Term”) of this Lease either on Agreement for an additional period of twelve (12) months each (each an “Additional Extended Term”) immediately following the expiration date Tenant gives Landlord the renewal notice required herein or at the end of the initial Fourth Extended Term of this Leaseand the first Additional Extended Term, Landlord hereby grants to as applicable. To exercise each option, Tenant an option to renew this Lease for one (1) five (5) year term. Such option to renew must be exercised by giving give written notice to Landlord at least one hundred eighty six (1806) days months, but not more than nine (9) months, prior to the termination expiration date of the initial Fourth Extended Term or the first Additional Extended Term, as applicable. Time is agreed to be of the essence with respect to this Lease, and once a notice to exercise is given it is irrevocable by Tenantrequirement. If In the event Tenant elects to exercise effectively exercises each such renewal option, then such renewal term shall be on the same terms and conditions as contained in this Lease, except that annual base rent (“Annual Base Rental Rent”) for the Demised Premises over the applicable Additional Extended Term shall be the then prevailing fair market rent rental rate per rentable square foot of the Demised Premises per annum as determined by Landlord. Landlord shall advise Tenant in writing of the then fair market rental rate for comparable office buildings in the St. LouisDemised Premises. As used herein, Missouri market. The “then prevailing fair market rent for comparable office buildings in rental rate” shall mean the St. Louis, Missouri rental market” means what annual rate per rentable square foot that Landlord could reasonably expect to obtain from a landlord under no compulsion third party desiring to lease the Leased Demised Premises and a new tenant under no compulsion to lease within the Leased Premises would determine as rent Ontario Airport submarket for the Extension applicable Additional Extended Term, taking into considerationaccount all allowances, among other relevant mattersconcessions and commissions. If Tenant accepts Landlord’s statement of such fair market rental rate in writing within thirty (30) days of receipt of Landlord’s statement of the same, the use permitted under Base Taxes and Base Operating Costs during the Leaseapplicable Additional Extended Term shall be the actual Taxes and Operating Costs for calendar year two thousand nine (2010) for the first Additional Extended Term, and for calendar year two thousand eleven (2011) for the qualitysecond Additional Extended Term. If Tenant objects to the fair market rental rate submitted by Landlord within such thirty day period, size, design Landlord and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan market area. The parties shall endeavor Tenant will attempt in good faith to agree on the Base Rent for the Extension Term within sixty (60) days prior to the applicable renewal dateupon such fair market rental rate using their best good faith efforts. If Landlord and Tenant are unable fail to agree reach agreement on the Base Rent for the Extension Term by such datefair market rental rate within fifteen (15) days thereafter, then the Base Rent shall be determined as hereinafter provided. Within thirty (30) days prior to the renewal date, Landlord and Tenant each shall appoint a licensed real estate appraiser (who shall be a member of the American Institute of Real Estate Appraisers) with experience in the area in which the Leased Premises are located to determine the then prevailing market rent of the Leased Premises. If either Landlord or Tenant does not appoint a licensed appraiser, and such failure continues thereafter for another ten (10) days after a second may terminate the applicable Option to Extend the Term upon written notice from to the otherother party. Each Option to Extend the Term may only be exercised as to the entire Demised Premises and any attempt to exercise an Option to Extend the Term as to any portion of the Demised Premises, but not as to the single licensed appraiser appointed entire Demised Premises, shall be null and void. The second Option to Extend the sole licensed appraiser Term shall be null and void unless Tenant has validly exercised the first Option to Extend the Term. Each Option to Extend the Term shall be personal to the original Tenant hereunder named Kaiser Venture, LLC and shall set be immediately null and void and of no effect if such original Tenant assigns the then prevailing market rent Lease Agreement with or without Landlord’s consent in accordance with Article VI of the Leased PremisesLease Agreement. If two (2) licensed appraisers are appointed pursuant to Except as otherwise provided in this paragraphArticle, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree within the thirty (30) days after the second licensed appraiser has been appointed, then each party or its appraiser shall submit its appraisal for the then prevailing market rent to a third appraiser (selected in the manner set forth below) and the third appraiser shall select one of the two submitted appraisal amounts, without any modification, as the then prevailing market rent. The third appraiser, who must meet all of the minimum licensing covenants, terms and experience criteria set forth aboveconditions of this Lease Agreement shall apply in full force and effect during each Additional Extended Term except that (i) any financial incentives; (ii) any construction work; (iii) any options to reduce, extend, expand, terminate; and (iv) any rights of first refusal, offer or negotiation previously provided to Tenant shall not be selected by applicable to each Additional Extended Term. Prior to the first two appraisers. day of each Additional Extended Term, Landlord shall prepare and Landlord and Tenant each shall bear the cost of their own licensed appraiser, and shall split equally the cost of appointing the third licensed appraiser, if necessary. If the determination of the then prevailing market rent of the Leased Premises is not completed prior execute an amendment to the renewal date, Tenant shall continue to pay Base Rent at Lease Agreement for the rate in effect immediately prior to purpose of confirming the renewal date, and the parties shall promptly account for any rent differential upon determination of the then prevailing market rent of the Lease Premises. All other terms of this Lease shall remain the same. As used throughout this Lease, any reference to the “lease term”, “term”, or “term of this Lease” shall also include any and all renewal termsabove.

Option to Extend Term. Provided (a) Tenant is not in default in any shall have the option (the "Renewal Option") to extend the term of the terms, conditions or covenants of this Lease either on the date Tenant gives Landlord the renewal notice required herein or at the end of the initial Term of this Lease, Landlord hereby grants to Tenant an option to renew this Lease for one (1) additional period of five (5) year termyears (the "Renewal Term"). Such option to renew must The Renewal Option shall be exercised exercisable by giving written Tenant delivering a renewal notice to Landlord at least one hundred eighty not earlier than nine (1809) days months prior to the termination expiration of the initial Term term and not later than six (6) months prior to such date. Tenant shall have no right to extend the term of this LeaseLease if Tenant is in default at the time it exercises the Renewal Option or on the date the Renewal Term is scheduled to begin. Tenant must exercise the Renewal Option with respect to the entire Premises. (b) Rent for the Premises during any Renewal Term shall be equal to the Fair Market Rental Value (as defined below) at the time of commencement of such Renewal Term. Whenever "Fair Market Rental Value" is to be determined pursuant to this Section 3.2(b), it shall mean the monthly rental rate per square foot of net rentable area prevailing at the time of the applicable valuation date for space in the Building and once a notice in comparable buildings in Del Mar / Solana Beach area of San Diego, CA that are comparable to exercise is given it is irrevocable the space in question, multiplied by the net rentable area of the Premises. Following Tenant's request, but no earlier than eight (8) months prior to the expiration of the current term, Landlord shall notify Tenant of the Fair Market Rental Value applicable for such Renewal Term. If Tenant elects notifies that it does not agree with the Fair Market Rental Value then the parties agree to exercise such renewal option, then such renewal term shall be on the same terms and conditions as contained in this Lease, except that Base Rental shall be the then prevailing market rent for comparable office buildings in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan market area. The parties shall endeavor bargain in good faith to agree on the Base Rent for the Extension Term within sixty (60) days prior arrive at a Fair Market Rental Value acceptable to the applicable renewal dateLandlord and Tenant. If Landlord and Tenant are unable to agree on Fair Market Rental Value within sixty (60) days, the Base Rent for the Extension Term by such date, then the Base Rent rental shall be determined as hereinafter providedby an MAI Appraiser who has substantial experience in the leasing market in Del Mar / Solana Beach area of San Diego, CA selected by mutual agreement. Within thirty (30) days prior to the renewal date, If Landlord and Tenant cannot agree on an MAI Appraiser, each party at its sole cost and expense shall appoint a licensed real estate appraiser (who select an MAI Appraiser with similar experience and the two appraisers shall be a member of the American Institute of Real Estate Appraisers) with experience in the area in which the Leased Premises are located to determine the then prevailing market rent of the Leased PremisesFair Market Rental Value. If either Landlord or Tenant does the two appraisers cannot appoint a licensed appraiseragree on the Fair Market Rental Value, and such failure continues thereafter for another ten but the higher determination of one appraiser is not more than five percent (105%) days after a second written notice from greater than the lower determination of the other, the single licensed appraiser appointed Fair Market Rental Value shall be equal to the sole licensed appraiser and shall set lower determination plus one-half the then prevailing market rent of difference between the Leased Premisestwo determinations. If the two appraisers cannot agree on the Fair Market Rental Value within five percent (25%) licensed appraisers are appointed pursuant to this paragraphwithin fifteen (15) days of appointment, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree within the thirty (30) days after the second licensed appraiser has been appointed, then each party or its appraiser shall submit its appraisal for the then prevailing market rent to jointly select a third appraiser (selected in the manner set forth below) MAI Appraiser with similar experience and the third appraiser shall select choose one of the Fair Market Values determined by the other two submitted appraisal amounts, without any modification, appraisers as the then prevailing market rentFair Market Rental Value. The third appraiser, who must meet all decision of the minimum licensing and experience criteria set forth above, third appraiser shall be selected by the first two appraisers. final and binding on Landlord and Tenant each shall bear the cost Tenant. Costs of their own licensed appraiser, and shall split equally the cost of appointing the third licensed appraiser, if necessary. If appraiser shall be divided equally between the determination of the then prevailing market rent of the Leased Premises is not completed prior to the renewal date, Tenant shall continue to pay Base Rent at the rate in effect immediately prior to the renewal date, and the parties shall promptly account for any rent differential upon determination of the then prevailing market rent of the Lease Premises. All other terms of this Lease shall remain the same. As used throughout this Lease, any reference to the “lease term”, “term”, or “term of this Lease” shall also include any and all renewal termsparties.

Option to Extend Term. Provided Tenant is not in default in any of the terms, conditions or covenants of this Lease either on the date Tenant gives Landlord the renewal notice required herein or at the end of the initial Term of this Lease, (a) Landlord hereby grants to Tenant an two (2) consecutive options to extend the Lease Term for a period of five (5) years each time, each such option to renew be exercised by Tenant giving written notice of its exercise to Landlord in the manner provided in this Lease at least twelve (12) months prior to the expiration of the Lease Term, as it may have been previously extended. No extension option may be exercised by Tenant if a Default has occurred and is then continuing either at the time of exercise of the option or at the time the applicable Lease Term would otherwise have expired if the applicable option had not been exercised. (b) If Tenant exercises its option(s) to extend the Lease Term, Minimum Annual Rent for one (1) the Leased Premises for the applicable five (5) year termoption period shall be at the Fair Market Value Rental Rate (as reasonably determined in accordance with this Section). Such The “Fair Market Value Rental Rate” shall be an amount equal to the fair market rental rate being charged to similarly situated tenants for the Building and comparable buildings in the RTP/I-40 submarket (e.g., buildings of comparable age, physical condition, total size, comparable location, ESFR sprinkler, office percentage, percentage of HVAC and similar clear height). Landlord shall provide Tenant with a good faith calculation of the Fair Market Value Rental Rate upon Tenant's exercise of the option to renew must be exercised by giving written notice extend the Lease Term. Without limiting the foregoing, if Tenant delivers to Landlord at least one hundred eighty a written objection to Landlord’s calculation of the Fair Market Value Rental Rate within ten (18010) business days after Tenant’s receipt of Landlord’s calculation of the Fair Market Value Rental Rate, and the parties cannot agree on a Fair Market Value Rental Rate within ten (10) days prior after Tenant’s written objection then Tenant may retract its exercise of its option to extend, or Tenant may choose arbitration to determine the termination of the initial Term of this Lease, and once a notice to exercise is given it is irrevocable by TenantFair Market Value Rental Rate. If Tenant elects chooses arbitration, Tenant shall give Landlord written notice of its desire to exercise seek arbitration within five (5) days after expiration of such renewal optionten (10) day period (“Arbitration Notice”). Within ten (10) days after Tenant provides Landlord with its Arbitration Notice, then such renewal term the parties shall each appoint an appraiser unaffiliated with either party to determine the Fair Market Value Rental Rate for the Leased Premises. Each appraiser so selected shall be on the same terms and conditions as contained in this Lease, except that Base Rental shall be the then prevailing market rent for comparable office buildings in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what either a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan market area. The parties shall endeavor in good faith to agree on the Base Rent for the Extension Term within sixty (60) days prior to the applicable renewal date. If Landlord and Tenant are unable to agree on the Base Rent for the Extension Term by such date, then the Base Rent shall be determined as hereinafter provided. Within thirty (30) days prior to the renewal date, Landlord and Tenant each shall appoint MAI appraiser or a licensed real estate appraiser broker, each having at least ten (who shall be a member of the American Institute of Real Estate Appraisers10) with years prior experience in the appraisal or leasing of comparable space in the metropolitan area in which the Leased Premises are located to determine and with a working knowledge of current rental rates and practices. If the then prevailing market rent of two appraisers cannot agree upon the Fair Market Value Rental Rate for the Leased Premises. If either Landlord or Tenant does not appoint a licensed appraiserPremises within twenty (20) days after their appointment, and such failure continues thereafter for another then, within ten (10) days after a second written notice from the otherexpiration of such twenty (20) day period, the single licensed two appraisers shall select a third appraiser appointed meeting the above criteria. Once the third appraiser has been selected as provided for above, then such third appraiser shall be the sole licensed appraiser and shall set the then prevailing market rent of the Leased Premises. If two within ten (2) licensed appraisers are appointed pursuant to this paragraph, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree within the thirty (3010) days after appointment make its determination of the second licensed appraiser has been appointed, then each party or its appraiser shall submit its appraisal for the then prevailing market rent to a third appraiser (selected in the manner set forth below) and the third appraiser shall select one Fair Market Value Rental Rate. The average of the two submitted appraisal amounts, without any modification, closest determinations of the Fair Market Value Rental Rate shall be used as the then prevailing market rent. The third appraiser, who must meet all of Minimum Annual Rent for the minimum licensing applicable five (5) year option period and experience criteria set forth above, shall be selected by the first two appraisersbinding on both Landlord and Tenant. Landlord and Tenant shall each shall bear the cost of their own licensed appraiser, its appraiser and shall split equally share the cost of appointing the third licensed appraiser, if necessarythird. If Tenant fails to provide the determination Arbitration Notice as provided above, then Tenant’s exercise of its option to extend shall be deemed retracted. Notwithstanding the then prevailing market rent of foregoing, in no event shall the Leased Premises is not completed prior to Minimum Annual Rent for any five (5) year option period be less than the renewal date, Tenant shall continue to pay Base Minimum Annual Rent at for the rate in effect Lease Year immediately prior to the renewal date, and the parties commencement of such five (5) year option period. The Monthly Rental Installments shall promptly account for any rent differential upon determination be an amount equal to one-twelfth (1/12) of the then prevailing market rent of Minimum Annual Rent for the Lease Premises. All other terms of this Lease applicable five (5) year option period and shall remain be paid at the same. As used throughout this same time and in the same manner as provided in the Lease, any reference to the “lease term”, “term”, or “term of this Lease” shall also include any and all renewal terms.

Option to Extend Term. Provided Tenant shall have the option to extend the Lease Term for the Option Term. Tenant shall exercise its option to extend by giving written notice to Landlord no later than 5:00 p.m. on the date which is not in default in any 180 days prior to the termination date of the terms, conditions or covenants Initial Term of this Lease either on that it desires to so extend the Term ("Tenant's Notice"). After receipt of such notice and no later than 150 days prior to the termination date Tenant gives Landlord the renewal notice required herein or at the end of the initial Initial Term of this Lease, Landlord hereby grants shall provide Tenant with its determination of the fair market rental value of the Premises for such Option Term (the "Landlord's Determination"). Tenant shall have 30 days from the date of the Landlord's Determination to accept or reject the rental rate provided for in the Landlord's Determination. If the Tenant accepts the Landlord's Determination, then the Tenant shall so notify Landlord and the rental rate set forth therein shall be the "Fair Rental Value," and the amount of Basic Rent due for the Option Term. If the Tenant rejects the Landlord's Determination, then the Tenant shall so notify Landlord and Landlord shall thereafter have a right of first refusal to lease the Premises. If at any time after receipt of the Tenant's Notice, Landlord shall receive an option offer to renew this lease the Premises, which offer Landlord shall desire to accept, Tenant shall have the right to Lease for one the Premises upon the rental rate and terms as set forth in such offer. Upon receipt of any such offer, Landlord shall notify Tenant of the terms of such offer. Tenant shall have fifteen (115) five (5) year term. Such option to renew must be exercised by giving written days from receipt of such notice to elect to rent the Premises upon the terms set forth therein, which election shall be deemed exercised only upon receipt by Landlord at least one hundred eighty (180) days prior to the termination of the initial Term of this Lease, and once a notice to exercise is given it is irrevocable by Tenantfrom Tenant accept the rental rate within said fifteen (15) day period. If Tenant elects shall waive or be deemed to exercise have waived its right of first refusal with respect to an offer, but such renewal option, then such renewal term shall be offer is not consummated by Landlord entering into a lease for the Premises with the offer or on the same terms and conditions as contained in this Lease, except that Base Rental shall be the then prevailing market rent for comparable office buildings in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan market area. The parties shall endeavor in good faith to agree on the Base Rent for the Extension Term within sixty (60) days prior to the applicable renewal date. If Landlord and Tenant are unable to agree on the Base Rent for the Extension Term by such date, then the Base Rent shall be determined as hereinafter provided. Within thirty (30) days prior to the renewal date, Landlord and Tenant each shall appoint a licensed real estate appraiser (who shall be a member of the American Institute of Real Estate Appraisers) with experience in the area in which the Leased Premises are located to determine the then prevailing market rent of the Leased Premises. If either Landlord or Tenant does not appoint a licensed appraiser, and such failure continues thereafter for another ten (10) days after a second written notice from the other, the single licensed appraiser appointed shall be the sole licensed appraiser and shall set the then prevailing market rent of the Leased Premises. If two (2) licensed appraisers are appointed pursuant to this paragraph, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree within the thirty (30) days after the second licensed appraiser has been appointed, then each party or its appraiser shall submit its appraisal for the then prevailing market rent to a third appraiser (selected in the manner set forth below) and the third appraiser shall select one in Landlord's notice, Tenant's right of the two submitted appraisal amounts, without any modification, first refusal as the then prevailing market rent. The third appraiser, who must meet all of the minimum licensing and experience criteria set forth above, shall be selected by the first two appraisers. Landlord and Tenant each shall bear the cost of their own licensed appraiser, and shall split equally the cost of appointing the third licensed appraiser, if necessary. If the determination of the then prevailing market rent of the Leased Premises is not completed prior to the renewal date, Tenant shall continue to pay Base Rent at the rate in effect immediately prior to the renewal date, and the parties shall promptly account for any rent differential upon determination of the then prevailing market rent of the Lease Premises. All other terms of this Lease herein shall remain the same. As used throughout this Lease, any reference applicable to the “lease term”, “term”, or “term of this Lease” shall also include any and all renewal termssubsequent offers.

Option to Extend Term. Provided Tenant is not in default in any of the terms, conditions or covenants of this Lease either on the date Tenant gives Landlord the renewal notice required herein or at the end of the initial Term of this Lease, (a) Landlord hereby grants to Tenant an option three (3) consecutive options to renew this Lease extend the Term for one (1) a period of five (5) year term. Such years each time, each option to renew must be exercised by Tenant giving written notice of its exercise to Landlord in the manner provided in this Lease at least one hundred eighty (180) days prior to the termination of the initial Term of this Lease, and once a notice to exercise is given it is irrevocable by Tenant. If Tenant elects to exercise such renewal option, then such renewal term shall be on the same terms and conditions as contained in this Lease, except that Base Rental shall be the then prevailing market rent for comparable office buildings in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan market area. The parties shall endeavor in good faith to agree on the Base Rent for the Extension Term within sixty (60but not more than two hundred ten (210) days prior to to) the expiration of the Term, as it may have been previously extended. No extension option may be exercised by Tenant if an Event of Default has occurred and is then continuing or any facts or circumstances then exist which, with the giving of notice or the passage of time, or both, would constitute an Event of Default either at the time of exercise of the option or at the time the applicable renewal date. Term would otherwise have expired if the applicable option had not been exercised. (b) If Landlord and Tenant are unable exercises its options to agree on extend the Base Rent for the Extension Term by such date, then the Base Rent shall be determined as hereinafter provided. Within thirty (30) days prior to the renewal dateTerm, Landlord and Tenant each shall appoint a licensed real estate appraiser (who shall be a member of the American Institute of Real Estate Appraisers) with experience in the area in which the Leased Premises are located to determine the then prevailing market rent of the Leased Premises. If either Landlord or Tenant does not appoint a licensed appraisershall, and such failure continues thereafter for another ten (10) days after a second written notice from the other, the single licensed appraiser appointed shall be the sole licensed appraiser and shall set the then prevailing market rent of the Leased Premises. If two (2) licensed appraisers are appointed pursuant to this paragraph, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree within the thirty (30) days after the second licensed appraiser has been appointedreceipt of Tenant's notice of exercise, then each party or its appraiser shall submit its appraisal notify Tenant in writing of Landlord's reasonable determination of the Base Rent for the then prevailing market rent to a third appraiser Demised Premises, which amount shall not be less than Base Rent for last year of the prior Term for the applicable five (selected 5) year option period, taking into account all relevant factors for space of this type in the manner Valwood Improvement Authority District, Dallas County, Texas area. Tenant shall have thirty (30) days from its receipt of Landlord's notice to notify Landlord in writing that Tenant does not agree with Landlord's determination of the Base Rent and therefore that Tenant elects to retract its option to extend the Term, in which case the Term, as it may have been previously extended, shall expire on its scheduled expiration date and Tenant's option to extend the Term shall be void and of no further force and effect. If Tenant does not notify Landlord of such retraction within thirty (30) days of its receipt of Landlord's notice, Base Rent for the Demised Premises for the applicable extended term shall be the Base Rent set forth belowin Landlord's notice to Tenant. (c) and Except for the third appraiser Base Rent, which shall select one be determined as set forth in subparagraph (b) above, leasing of the two submitted appraisal amounts, without any modification, as Demised Premises by Tenant for the then prevailing market rent. The third appraiser, who must meet applicable extended term shall be subject to all of the minimum licensing same terms and experience criteria conditions set forth abovein this Lease; provided, shall be selected by the first two appraisers. Landlord and Tenant each shall bear the cost of their own licensed appraiserhowever, and shall split equally the cost of appointing the third licensed appraiserthat any improvement allowances, if necessary. If the determination of the then prevailing market rent of the Leased Premises is not completed prior abatements or other concessions applicable to the renewal date, Tenant Demised Premises during the initial Term shall continue to pay Base Rent at the rate in effect immediately prior to the renewal date, and the parties shall promptly account for not be applicable during any rent differential upon determination of the then prevailing market rent of the Lease Premises. All other terms of this Lease shall remain the same. As used throughout this Lease, any reference to the “lease such extended term”, “term”, or “term of this Lease” shall also include any and all renewal terms.

Option to Extend Term. Provided Tenant is not in default in any of the terms, conditions or covenants of this Lease either on the date Tenant gives Landlord the renewal notice required herein or at the end of the initial Term of this Lease, (a) Landlord hereby grants to Tenant an option two (2) consecutive options to renew this Lease extend the Term for one (1) a period of five (5) year term. Such years each time, each option to renew must be exercised by Tenant giving written notice of its exercise to Landlord in the manner provided in this Lease at least one two hundred eighty forty (180240) days prior to the termination of the initial Term of this Lease, and once a notice to exercise is given it is irrevocable by Tenant. If Tenant elects to exercise such renewal option, then such renewal term shall be on the same terms and conditions as contained in this Lease, except that Base Rental shall be the then prevailing market rent for comparable office buildings in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan market area. The parties shall endeavor in good faith to agree on the Base Rent for the Extension Term within (but not more than three hundred sixty (60360) days prior to to) the expiration of the Term, as it may have been previously extended. No extension option may be exercised by Tenant if an Event of Default has occurred and is then continuing either at the time of exercise of the option or at the time the applicable renewal date. If Landlord and Tenant are unable to agree on Term would otherwise have expired if the Base Rent for applicable option had not been exercised. (b) For the Extension Term by such datefirst extension option, then the Base Rent shall be determined as hereinafter providedbased on 95% of the Prevailing Market Rate for such space. Within thirty (30) days prior For the second extension option, the Base Rent shall be based on the Prevailing Market Rate for such space. If Tenant exercises its option[s] to extend the renewal dateTerm, Landlord and Tenant each shall appoint a licensed real estate appraiser (who shall be a member of the American Institute of Real Estate Appraisers) with experience in the area in which the Leased Premises are located to determine the then prevailing market rent of the Leased Premises. If either Landlord or Tenant does not appoint a licensed appraisershall, and such failure continues thereafter for another ten (10) days after a second written notice from the other, the single licensed appraiser appointed shall be the sole licensed appraiser and shall set the then prevailing market rent of the Leased Premises. If two (2) licensed appraisers are appointed pursuant to this paragraph, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree within the thirty (30) days after the second licensed appraiser has receipt of Tenant's notice of exercise, notify Tenant in writing of Landlord's reasonable determination of the Base Rent for the Demised Premises, based on Landlord's reasonable determination of the Prevailing Market Rate as defined below. Tenant shall have thirty (30) days from its receipt of Landlord's notice of Landlord's determination of the Base Rent to notify Landlord in writing that Tenant does not agree with Landlord's determination. Tenant shall then elect either (i) to determine the Prevailing Market Rate (as defined and calculated below) or (ii) to retract its option to extend the Term, in which case the Term, as it may have been appointedpreviously extended, then each party or shall expire on its appraiser scheduled expiration date and Tenant's option to extend the Term shall submit be void and of no further force and effect. If Tenant does not notify Landlord of such election within thirty (30) days of its appraisal receipt of Landlord's notice, Base Rent for the Demised Premises for the applicable extended term shall be the Base Rent set forth in Landlord's notice to Tenant. The phrase "Prevailing Market Rate" shall mean the then prevailing market rent rate for base minimum rental calculated on a per square foot basis for leases covering buildings comparable to a third appraiser the Building (selected as adjusted for any variances between such buildings and the Building) located in the manner set forth below) and area of West Broward County (hereinafter referred to as the third appraiser "Market Area"). The Prevailing Market Rate shall select one be determined by an appraisal procedure as follows: In the event that Tenant notifies Landlord that Tenant disagrees with Landlord's determination of the two submitted appraisal amountsmarket rate and that Tenant elects to determine the Prevailing Market Rate, without any modificationthen Tenant shall specify, as in such notice to Landlord, Tenant's selection of a real estate appraiser who shall act on Tenant's behalf in determining the then prevailing market rentPrevailing Market Rate. The third Within twenty (20) days after Landlord's receipt of Tenant's selection of a real estate appraiser, Landlord, by written notice to Tenant, shall designate a real estate appraiser, who must meet all of the minimum licensing and experience criteria set forth above, shall be selected by the first two appraisers. Landlord and Tenant each shall bear the cost of their own licensed appraiser, and shall split equally the cost of appointing the third licensed appraiser, if necessary. If act on Landlord's behalf in the determination of the then prevailing market rent Prevailing Market Rate. Within twenty (20) days of the Leased Premises is not completed prior to selection of Landlord's appraiser, the renewal date, Tenant two (2) appraisers shall continue to pay Base Rent at the rate in effect immediately prior to the renewal date, and the parties shall promptly account for any rent differential upon render a joint written determination of the then prevailing market rent of Prevailing Market Rate, which determination shall take into consideration any differences between the Lease Premises. All other terms of this Lease shall remain the same. As used throughout this Lease, any reference Building and those buildings comparable to the “lease term”Building located in the Market Area, “term”, or “term of this Lease” shall also include any and all renewal terms.including

Option to Extend Term. Provided that Tenant is not in default in any Default as of the termstime of exercise of each option and the commencement date of each Option Period, conditions or covenants Tenant shall have two (2) successive five (5) year options to extend the Term of this the Lease either on for the date Tenant gives Landlord Premises in "as is" condition at the renewal notice required herein or expiration of the original Lease Term and, if the first option is duly exercised, at the end of the initial Term of this Lease, Landlord hereby grants to Tenant an option to renew this Lease for one (1) five (5) year termfirst Option Term. Such option to renew must be exercised by giving written notice to Landlord at least one hundred eighty (180) days prior to the termination All of the initial Term of this Lease, and once a notice to exercise is given it is irrevocable by Tenant. If Tenant elects to exercise such renewal option, then such renewal term shall be on the same terms and conditions as contained in of this Lease, Lease except that for Base Rental Rent and the provisions of this Paragraph shall be applicable to the Option Period. The Base Rent for the Premises under such option shall be the then prevailing current market rent for comparable office buildings facilities in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan proximate South San Francisco market area. The definition of comparable facilities shall incorporate the parking amenities of the Premises, and the Building's location, age, quality, amenities, identity, exterior appearance, interior improvements, and type of construction, excluding Tenant Improvements in excess of $50.00 per rentable square foot. Tenant shall give Landlord written notice to exercise its option at least nine (9) but not more than twelve (12) months prior to the expiration of the then current Term for the Premises. Within fifteen (15) days after Tenant exercises its option to extend, Landlord shall provide Tenant with the Base Rent, as determined by Landlord, for the Option Period. The parties shall endeavor are obligated to negotiate in good faith to agree on the Base Rent. If the parties have not mutually agreed on the Base Rent within thirty (30) days from notification by Landlord to Tenant of Landlord's determination of Base Rent, each party hereto shall appoint one representative who shall be a licensed real estate broker experienced in the leasing of comparable facilities in the County of San Mateo to act as an arbitrator. The two (2) arbitrators so appointed shall determine the Base Rent for the Extension Term relevant Option Period. The determination of said Base Rent shall be made by said two (2) arbitrators within sixty (60) days prior from notification by Landlord to Tenant of Landlord's determination of Base Rent and they shall submit said determination in writing and signed by said arbitrators in duplicate. One of the applicable renewal date. If written notifications shall be delivered to Landlord and Tenant are unable the other to Tenant. In the event the two (2) arbitrators of the parties hereto cannot agree on the Base Rent for the Extension Term Premises herein, said two (2) arbitrators shall appoint a third arbitrator who shall be a licensed real estate broker experienced in the leasing of comparable facilities in the County of San Mateo, to act as an arbitrator. The Base Rent for the relevant Option Period shall be independently determined by such datethe third of said arbitrators, which said determination shall be made within ninety (90) days from notification by Landlord to Tenant of Landlord's determination of Base Rent. The role of the third arbitrator shall then be to immediately select from the proposed resolution of arbitrators #1 and #2 the one that most closely approximates the third arbitrator's determination of Base Rent. The third arbitrator shall have no right to adopt a compromise or middle ground or any modification of either of the two final proposed resolutions. The resolution that the third arbitrator chooses as most closely approximating his determination of the Base Rent shall be determined as hereinafter provided. Within thirty (30) days prior to constitute the renewal date, Landlord decision of all arbitrators and Tenant each shall appoint a licensed real estate appraiser (who shall be a member final and binding upon the parties. The parties hereto shall pay the charges of the American Institute of Real Estate Appraisers) with experience in the area in which the Leased Premises are located to determine the then prevailing market rent arbitrator appointed by it and any expenses incurred by such arbitrator. The charges and expenses of the Leased Premises. If either Landlord or Tenant does not appoint a licensed appraiserthird arbitrator, and such failure continues thereafter for another ten (10) days after a second written notice from the otheras provided herein, the single licensed appraiser appointed shall be paid by the sole licensed appraiser and shall set parties hereto in equal shares. In the then prevailing market rent of the Leased Premises. If two (2) licensed appraisers are appointed pursuant event either arbitrator #1 or arbitrator #2 fails to this paragraph, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree present a Base Rent figure within the thirty (30) days after day period, the second licensed appraiser has been appointedBase Rent presented by the other arbitrator shall be considered final and binding on both parties. Notwithstanding anything to the contrary herein contained, then each party Tenaxx'x xight to extend the term by exercise of the foregoing Option shall be conditioned upon the following: (i) at the time of the exercise of the Option, and at the time of the commencement of the extended term, Tenant or its appraiser a Permitted Assignee shall submit its appraisal be in possession of and occupying the Premises for the then prevailing market rent conduct of its business therein and the same shall not be occupied by any other assignee, subtenant or licensee, and (ii) the notice of exercise shall constitute a representation by Tenant to a third appraiser (selected Landlord effective as of the date of the exercise and as of the date of commencement of the extended term, that Tenant does not intend to seek to assign the lease in whole or in part, or sublet all of any portion of the Premises, the election to extend the term being for purposes of utilizing the Premises for Tenant's purposes in the manner set forth below) and the third appraiser shall select one conduct of the two submitted appraisal amounts, without any modification, as the then prevailing market rent. The third appraiser, who must meet all of the minimum licensing and experience criteria set forth above, shall be selected by the first two appraisers. Landlord and Tenant each shall bear the cost of their own licensed appraiser, and shall split equally the cost of appointing the third licensed appraiser, if necessary. If the determination of the then prevailing market rent of the Leased Premises is not completed prior to the renewal date, Tenant shall continue to pay Base Rent at the rate in effect immediately prior to the renewal date, and the parties shall promptly account for any rent differential upon determination of the then prevailing market rent of the Lease Premises. All other terms of this Lease shall remain the same. As used throughout this Lease, any reference to the “lease term”, “term”, Tenant's or “term of this Lease” shall also include any and all renewal termsa Permitted Assignee's business therein.

Option to Extend Term. Provided Landlord grants to Tenant is not in default in any the option to extend the term for one period of three (3) years (the "extended term") under all the provisions of this lease except for the amount of the termsbasic rent. The basic rent for the extended term shall be adjusted to the market rate and the basic rent as so adjusted shall be adjusted annually as provided below, conditions or covenants of this Lease either on provided that in no event shall the date Tenant gives Landlord basic rent for the renewal notice required herein or extended term be less than the basic rent in effect at the end expiration of the initial Term term. This option is further subject to the following terms and conditions: (a) Tenant must deliver its irrevocable written notice of Tenant's exercise of this Lease, Landlord hereby grants to Tenant an option to renew this Lease for one Landlord not less than six (16) five lease months, nor more than twelve (512) year term. Such option to renew must be exercised by giving written notice to Landlord at least one hundred eighty (180) days lease months, prior to the termination expiration of the initial Term of this Lease, and once a notice to exercise is given it is irrevocable by Tenant. If Tenant elects to exercise such renewal option, then such renewal term shall be on the same terms and conditions as contained in this Lease, except that Base Rental shall be the then prevailing market rent for comparable office buildings in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan market area. term. (b) The parties shall endeavor have thirty (30) days from the date Landlord receives Tenant's notice of exercise in good faith which to agree on the Base Rent for amount constituting the Extension Term within sixty (60) days prior to the applicable renewal datemarket rate. If Landlord and Tenant agree on the amount of the market rate, they shall immediately execute an amendment to this lease setting forth the expiration date of the extended term and the amount of the basic rent to be paid by Tenant during the extended term, including the annual adjustment period. If Landlord or Tenant are unable to agree on the Base Rent for amount of the Extension Term by market rate within such datetime period, then then, at the Base Rent request of either party, the market rate shall be determined as hereinafter provided. Within by appraisal in the following manner: (1) within thirty (30) days prior to of the renewal daterequest for such appraisal, Landlord and Tenant shall each shall appoint select a licensed real estate appraiser broker with not less than five (who shall be a member of the American Institute of Real Estate Appraisers5) with years experience in the area in which the Leased Premises are located to determine the then prevailing market rent business of commercial leasing of property of the Leased Premises. If either Landlord or Tenant does not appoint a licensed appraisersame type and use, and in the same geographic area, as the Premises; (ii) within fifteen days of their appointment, such failure continues thereafter for another ten two real estate brokers shall select a third real estate broker similarly qualified; (10iii) days after a second written notice from the other, the single licensed appraiser appointed shall be the sole licensed appraiser and shall set the then prevailing market rent of the Leased Premises. If two (2) licensed appraisers are appointed pursuant to this paragraph, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree within the thirty (30) days after from the second licensed appraiser has been appointedappointment of the third broker, the three brokers so selected shall, acting as a board of arbitrators, then each party or its appraiser shall submit its appraisal for appraise the then prevailing Premises and determine the amount of the market rent to a third appraiser (selected rate, basing their determination on using standard procedures and tests normally employed in making such appraisals and applying the manner factors included within the definition of market rate set forth in subparagraph (c) below) and the third appraiser shall select one . The decision of the two submitted majority of said brokers shall be final and binding upon the parties hereto. If a majority of the brokers are unable to agree on the market rate within the stipulated period of time, the three appraisals shall be added together and their total divided by three; the resulting quotient shall be the market rate. If, however, the low appraisal amountsand/or the high appraisal are/is more than 15% lower and/or higher than the middle appraisal, without any modificationthe low appraisal and/or the high appraisal, as the then prevailing market rent. The third appraiser, who must meet all of the minimum licensing and experience criteria set forth abovecase may be, shall be selected disregarded. If only one appraisal is disregarded, the remaining two appraisals shall be added together and their total divided by two and the resulting quotient shall be the market rate. If both the low appraisal and the high appraisal are disregarded as stated in this paragraph, the middle appraisal shall be the market rate. If a party does not appoint a broker within the required time period, the broker appointed by the first two appraisers. Landlord and Tenant each other party shall bear be the cost of their own licensed appraiser, sole broker and shall split equally determine the cost of appointing the third licensed appraiser, if necessarymarket rate. If the determination two brokers appointed by the parties are unable to agree on the third broker, either of the parties to the lease, by giving ten (10) days' notice to the other party, can apply to the then prevailing market rent county real estate board of the Leased county in which the Premises is not completed prior are located, or to the renewal datepresiding judge of the superior court of that county, Tenant for the selection of a third broker who meets the qualifications stated in this paragraph. Each party shall continue to pay Base Rent at the rate in effect immediately prior to expenses and charges of the renewal date, broker appointed by it and the parties shall promptly account for any rent differential upon determination pay the expenses and charges of the third broker in equal shares. When the market rate has been so determined, Landlord and Tenant shall immediately execute an amendment to this lease stating the revised basic rent and adjustment provision for the extended term. (c) As used herein, the "market rate" shall be the monthly rent (triple net) then prevailing market rent obtained for leases of comparable terms for premises in the Project and/or projects within the City of Sunnyvale of similar type, identity, quality and location as the Project. (d) Tenant shall not assign or otherwise transfer this option or any interest therein and any attempt to do so shall render this option null and void. Tenant shall have no right to extend this term beyond the extended term. If Tenant is in default under this lease at the date of delivery of Tenant's notice of exercise to Landlord, then Such notice shall be of no effect and this lease shall expire at the end of the Lease Premises. All other terms initial term; if Tenant is in default under this lease at the last day of the initial term, then Landlord may in its sole discretion elect to have Tenant's exercise of this Lease option be of no effect, in which case this lease shall remain expire at the same. As used throughout this Lease, any reference to end of the “lease initial term”, “term”, or “term of this Lease” shall also include any and all renewal terms.

Option to Extend Term. Provided Tenant is not in default in any of shall have the terms, conditions or covenants option to extend the term of this Lease either on the date Tenant gives Landlord the renewal notice required herein or at the end for three (3) separate and additional periods of the initial Term of this Lease, Landlord hereby grants to Tenant an option to renew this Lease for one (1) five (5) year termyears each. Such Each such option to renew must shall be exercised exercisable by giving written notice from Tenant to Landlord at least one hundred eighty six (1806) days months prior to the termination expiration of the initial Term of this Lease, and once a notice to exercise is given it is irrevocable by Tenantthen expiring term. If Tenant elects to exercise such renewal option, then such renewal term Base Rent for the Leased Premises for each extension period shall be on 95% of the same terms and conditions as contained Prevailing Market Rate which shall mean the prevailing annual rental rate per square foot of rentable area in this Lease, except that Base Rental shall be the then prevailing market rent for comparable office buildings in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan property's market area. The parties determination of Prevailing Market Rate shall endeavor in good faith to agree on take into consideration the Base Rent for the Extension Term within sixty (60) days prior to the applicable renewal datelack of tenant improvements, no rent concessions, and all other relevant factors. If the Landlord and Tenant are unable to agree on the Base Rent for the Extension Term by such date, then the Base Rent shall be determined as hereinafter provided. Within a Prevailing Market Rate within thirty (30) days prior after Tenant's exercise of the option to extend, Tenant may cancel and rescind its exercise of the renewal dateoption. If the Tenant does not rescind them, the Prevailing Market Rate shall be determined by appraisal. Landlord and Tenant shall each shall appoint a licensed real estate appraiser (who shall be a member of the American Institute of Real Estate Appraisers) with experience in the area in which the Leased Premises are located to determine the then prevailing market rent of the Leased Premises. If either Landlord or Tenant does not appoint a licensed appraiser, and such failure continues thereafter for another designate by written notice within ten (10) days after a second written notice from the otherexpiration of said thirty (30) day period, the single licensed name of a qualified appraiser appointed who shall be have at least five (5) years experience relevant to office space in the sole licensed appraiser and shall set the then prevailing market rent area. Each of the Leased Premises. If two (2) licensed appraisers are appointed pursuant shall submit to this paragraph, they shall meet promptly Landlord and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree Tenant within the thirty (30) days after his or her appointment, a written determination of the second licensed appraiser has been appointedPrevailing Market Rate for the applicable option period. If the lower of the two appraisers' determinations is not less than 95% of the other determination, then each party or its appraiser the average of the two determinations shall submit its appraisal for be deemed to be the then prevailing market rent to Prevailing Market Rate. If such is not the case, then the two appraisers shall mutually select a third qualified and impartial appraiser who shall have had at least five (selected 5) years experience relevant to office space in the manner set forth below) and the market area. Such third appraiser shall select one issue a determination of said Prevailing Market Rate within thirty (30) days of his or her appointment. The Prevailing Market Rate shall be the average of the two submitted appraisal amounts, without any modification, as the determinations which are closest. Minimum Rent shall then prevailing market rent. The third appraiser, who must meet all of the minimum licensing and experience criteria set forth above, shall be selected by the first two appraisers. Landlord and Tenant each shall bear the cost of their own licensed appraiser, and shall split equally the cost of appointing the third licensed appraiser, if necessary. If the determination of the then prevailing market rent of the Leased Premises is not completed prior to the renewal date, Tenant shall continue to pay Base Rent calculated at the rate in effect immediately prior to of 95% of such Prevailing Market Rate. In no case shall the renewal date, and the parties shall promptly account rate for any rent differential upon determination of Option Period be less than the then prevailing market rent of the Lease Premises. All other terms of this Lease shall remain the same. As used throughout this Lease, any reference to the “lease term”, “term”, or “term of this Lease” shall also include any and all renewal termsprevious year's rate.

Option to Extend Term. Provided Tenant is not in default in any of the terms, conditions or covenants of this Lease either on the date Tenant gives Landlord the renewal notice required herein or at the end of the initial Term of this Lease, (a) Landlord hereby grants to Tenant an option two (2) consecutive options to renew this Lease extend the Term for one (1) a period of five (5) year term. Such years each, each such option to renew must be exercised by Tenant giving written notice of its exercise to Landlord in the manner provided in this Lease at least one hundred eighty (180) days prior to the termination of the initial Term of this Lease, and once a notice to exercise is given it is irrevocable by Tenant. If Tenant elects to exercise such renewal option, then such renewal term shall be on the same terms and conditions as contained in this Lease, except that Base Rental shall be the then prevailing market rent for comparable office buildings in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan market area. The parties shall endeavor in good faith to agree on the Base Rent for the Extension Term within sixty (60but not more than two hundred ten (210) days prior to to) the expiration of the Term, as it may have been previously extended. No extension option may be exercised by Tenant if an Event of Default has occurred and is then continuing or any facts or circumstances then exist which, with the giving of notice or the passage of time, or both, would constitute an Event of Default either at the time of exercise of the option or at the time the applicable renewal date. Term would otherwise have expired if the applicable option had not been exercised. (b) If Landlord and Tenant are unable exercises its option[s] to agree on extend the Base Rent for the Extension Term by such date, then the Base Rent shall be determined as hereinafter provided. Within thirty (30) days prior to the renewal dateTerm, Landlord and Tenant each shall appoint a licensed real estate appraiser (who shall be a member of the American Institute of Real Estate Appraisers) with experience in the area in which the Leased Premises are located to determine the then prevailing market rent of the Leased Premises. If either Landlord or Tenant does not appoint a licensed appraisershall, and such failure continues thereafter for another ten (10) days after a second written notice from the other, the single licensed appraiser appointed shall be the sole licensed appraiser and shall set the then prevailing market rent of the Leased Premises. If two (2) licensed appraisers are appointed pursuant to this paragraph, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree within the thirty (30) days after the second licensed appraiser has been appointedreceipt of Tenant's notice of exercise, then each party or its appraiser shall submit its appraisal for the then prevailing market rent to a third appraiser (selected notify Tenant in the manner set forth below) and the third appraiser shall select one writing of the two submitted appraisal amounts, without any modification, as the then prevailing market rent. The third appraiser, who must meet all of the minimum licensing and experience criteria set forth above, shall be selected by the first two appraisers. Landlord and Tenant each shall bear the cost of their own licensed appraiser, and shall split equally the cost of appointing the third licensed appraiser, if necessary. If the Landlord's reasonable determination of the then prevailing market rent of the Leased Premises is not completed prior to the renewal date, Tenant shall continue to pay Base Rent at for the Demised Premises for the extended Term, which amount shall be determined using a per square foot rental rate not less than the rental rate used to determine the Base Rent in effect immediately prior to the renewal dateeffective date of the extension term, and taking into account all relevant factors for space of this type in the parties southeast Memphis, Tennessee area for such five (5) year period. Tenant shall promptly account for any rent differential upon have thirty (30) days from its receipt of Landlord's notice to notify Landlord in writing that Tenant does not agree with Landlord's determination of the then prevailing market rent Base Rent, in which case Landlord and Tenant shall, for a period of ten (10) business days following Landlord's receipt of Tenant's notice, negotiate in good faith to establish the amount of the Base Rent for the Demised Premises for the extended Term. If Landlord and Tenant fail to agree on such amount within said 10-day period, Tenant shall be deemed to have elected to retract its option to extend the Term, in which case the Term, as it may have been previously extended, shall expire on its scheduled expiration date and Tenant's option to extend the c-1 Term shall be void and of no further force and effect. If Tenant does not notify Landlord of such disagreement within thirty (30) days of its receipt of Landlord's notice, Base Rent for the Demised Premises for the applicable extended term shall be the Base Rent set forth in Landlord's notice to Tenant. (c) Except for the Base Rent, which shall be determined as set forth in subparagraph (b) above, leasing of the Demised Premises by Tenant for the applicable extended term shall be subject to all of the same terms and conditions set forth in this Lease, including Tenant's obligation to pay Tenant's share of Operating Expenses as provided in this Lease; provided, however, that any improvement allowances, termination rights, rent abatements or other concessions applicable to the Demised Premises during the initial Term shall not be applicable during any such extended term, nor shall Tenant have any additional extension options unless expressly provided for in this Lease. Landlord and Tenant shall enter into an amendment to this Lease Premisesto evidence Tenant's exercise of its renewal option. All other terms If this Lease is guaranteed, it shall be a condition of Landlord's granting the renewal that Tenant deliver to Landlord a reaffirmation of the guaranty in which the guarantor acknowledges Tenant's exercise of its renewal option and reaffirms that the guaranty is in full force and effect and applies to said renewal. (d) Following the commencement of the first extended term, if applicable, and upon written request from Tenant to Landlord, Landlord shall reduce the Security Deposit (by delivering to Tenant a check in the appropriate amount if the Security Deposit is in the form of cash, or by notifying the issuer of the Letter of Credit to reduce the balance of the Letter of Credit if the Security Deposit is in the form of the Letter Credit) to $114,334.00, provided that: (i) the Letter of Credit, if applicable, is in full force and effect (e.g. it has not expired or been converted to cash), (ii) Tenant is not then in default of this Lease shall remain and no event has occurred that with the same. As used throughout passage of time or giving of notice would constitute a default of Tenant hereunder (provided, however, that if Tenant cures such default within the applicable cure period provided under this Lease, any reference Tenant shall have the right to renew its request to reduce the “lease term”Security Deposit pursuant to this subsection (d)), “term”(iii) Tenant's net worth as of the date of such request by Tenant is not less than $20,000,000.00, and (iv) Tenant earned a cumulative positive net income for the four quarters immediately preceding such request (Tenant hereby agreeing to provide Landlord with such evidence as Landlord may reasonably require to determine Tenant's net worth and recent net income as of the date of such request by Tenant, which evidence may consist of (x) audited financial statements, or “term (y) if no audited financial statements are then available, unaudited financial statements certified by an officer of this Lease” shall also include any Tenant to be true and all renewal termscorrect)).

Option to Extend Term. (a) Provided that Tenant is not in default in any and has never committed an Event of Default by Tenant under the terms of the termsLease, conditions and provided further that no condition exists that, with the giving of notice or covenants the passage of this Lease either on the date Tenant gives Landlord the renewal notice required herein time or at the end both would constitute an Event of the initial Term of Default under this Lease, Landlord hereby grants Tenant shall have the option (the "Option") to Tenant an option to renew extend the term of this Lease for one (1) additional period of five (5 ) years upon all of the terms and conditions of the Lease, other than the Minimum Monthly Rent, which shall be determined as described below. The Option must be exercised, if at all, by Tenant giving Landlord written notice of the exercise thereof no more than twelve (12) months and no less than six (6) months prior to the expiration of the Lease Term. Any failure of Tenant to give due notice of its exercise of the Option within such time shall constitute an irrevocable election on the part of Tenant not to exercise the Option. (b) The Minimum Monthly Rent during the Option Term shall be the then "Fair Market Rental Value" of the Premises, as defined below. Upon exercise of the Option, Landlord and Tenant shall, in good faith, attempt to reach a mutually acceptable Fair Market Rental Value of the Premises and consequent Minimum Monthly Rent for the Option Term. (c) If Landlord and Tenant cannot agree upon the Fair Market Rental Value within ten (10) business days of Tenant's exercise of the Option, then, within five (5) year term. Such option to renew must be exercised by giving written notice to Landlord at least one hundred eighty (180) business days prior to the termination of the initial Term of this Lease, and once a notice to exercise is given it is irrevocable by Tenant. If Tenant elects to exercise such renewal option, then such renewal term shall be on the same terms and conditions as contained in this Lease, except that Base Rental shall be the then prevailing market rent for comparable office buildings in the St. Louis, Missouri market. The “then prevailing market rent for comparable office buildings in the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location of the Leased Premises and the rental rates for similar space in the St. Louis metropolitan market area. The parties shall endeavor in good faith to agree on the Base Rent for the Extension Term within sixty (60) days prior to the applicable renewal date. If Landlord and Tenant are unable to agree on the Base Rent for the Extension Term by such date, then the Base Rent shall be determined as hereinafter provided. Within thirty (30) days prior to the renewal datethereafter, Landlord and Tenant shall each select and notify the other of the name of an "Evaluator," who, for purposes of the Lease, shall appoint be an independent and impartial real estate professional (such as a licensed real estate appraiser (who shall be a member of the American Institute of Real Estate Appraisersbroker) with having more than ten years' experience in the area in which leasing of space comparable to the Leased Premises are located Premises. Each Evaluator shall promptly proceed to select a third Evaluator, who shall have the aforesaid qualifications of an Evaluator. Such third Evaluator shall determine the then prevailing market rent Fair Market Rental Value of the Leased Premises. If either Premises and shall deliver to both Landlord or and Tenant does not appoint a licensed appraiser, and copy of such failure continues thereafter for another determination within ten (10) business days after his or her appointment as the third Evaluator. The parties agree that the third Evaluator's determination as aforesaid shall be considered as the Fair Market Rental Value of the Premises and shall be conclusive and binding upon Landlord and Tenant; provided, however, that Tenant may void Tenant’s exercise of the Option by giving notice to Landlord within ten (10) business days after such third Evaluator has rendered its decision, in which case the Option shall be of no further force or effect and the term of the Lease shall expire at the end of the initial Term. If the original two Evaluators shall fail to agree upon the selection of a second written notice from the otherthird Evaluator, the single licensed appraiser appointed same shall be designated by the sole licensed appraiser and shall set the then prevailing market rent president of the Leased Premises. If two (2) licensed appraisers are appointed pursuant to this paragraphSan Diego Board of Realtors, they shall meet promptly and attempt to set the then prevailing market rent of the Leased Premises. If they are unable to agree within the thirty (30) days after the second licensed appraiser has been appointed, then each party or its appraiser shall submit its appraisal for the then prevailing market rent to a third appraiser (selected in the manner set forth below) and the third appraiser shall select one of the two submitted appraisal amounts, without any modification, as the then prevailing market rent. The third appraiser, who must meet all of the minimum licensing and experience criteria set forth above, shall be selected by the first two appraiserssuccessor organization thereto. Landlord and Tenant shall each shall bear the cost pay any fees of their own licensed appraiser, Evaluator and shall split share equally the cost fees of appointing the third licensed appraiserEvaluator, if necessary. If any. (d) As used herein, the determination term "Fair Market Rental Value" shall mean the then-prevailing rental for space comparable to the Premises in the Carlsbad Research Center area of the then prevailing market rent City of Carlsbad that a willing, comparable Tenant would pay to a willing Landlord, neither of whom is compelled to rent, at arms length during a term as the case may be on all of the Leased Premises is not completed prior to the renewal date, Tenant shall continue to pay Base Rent at the rate in effect immediately prior to the renewal date, terms and the parties shall promptly account for any rent differential upon determination of the then prevailing market rent conditions of the Lease Premises(other than the Minimum Monthly Rent for the Option Term, which is to be determined pursuant to this Section). All other terms The determination of this Lease shall remain the same. As used throughout this Lease, any reference to the “lease term”, “term”, or “term of this Lease” Fair Market Rental Value shall also include any appropriate adjustments over the term of the Option Term in the Minimum Monthly Rent based on the cost of living or otherwise, including any minimums and all renewal termsmaximums in the adjustment thereof.

Option to Extend Term. Provided Tenant is not in default in any of the terms, conditions or covenants of this Lease either on the date Tenant gives 40.1 Landlord the renewal notice required herein or at the end of the initial Term of this Lease, Landlord hereby grants to Tenant an option the right to renew extend the term of this Lease for one (1) five (5) year term. Such option to renew must be exercised by giving written notice to Landlord at least one hundred eighty (180) days prior to the termination of the initial Term of this Lease, and once a notice to exercise is given it is irrevocable by Tenant. If Tenant elects to exercise such renewal option, then such renewal term shall be on period under the same terms and conditions existing in the original Lease except as contained set forth in this Lease, except that Base Rental Article 40. Tenant shall exercise such right to extend the term of this Lease by written notice to Landlord given no later than nine (9) months prior to the end of the original term. 40.2 Basic Annual Rent shall be adjusted on the first day of the extension term to ninety five percent (95%) of the fair market rental value of the Premises as of the commencement of the extension term, but in no event shall the adjusted Basic Annual Rent be less than the Basic Annual Rent for the final year of the original term. 40.3 Within thirty (30) days after Tenant's exercise of the option, Landlord shall obtain at its expense and deliver to Tenant an independent appraisal of the fair market rental value of the Premises as of the commencement of the extension term. Following its receipt of Landlord's appraisal, Tenant may elect to obtain at its expense and deliver to Landlord a second independent appraisal of the fair market rental value of the Premises as of the commencement of the extension term. If Tenant elects not to obtain a second appraisal, Landlord's appraisal shall be conclusive. If Tenant's appraisal is less than Landlord's appraisal, the two appraisers shall appoint a third independent appraiser within ten (10) days after delivery of Tenant's appraisal to appraise the fair market rental value of the Premises as of the commencement of the extension term. If the two appraisers fail to select a third qualified appraiser, the third appraiser shall be appointed by the then prevailing market rent for comparable office buildings in presiding judge of the St. Louis, Missouri marketcounty where the Premises are located upon application by either party. The “then prevailing market rent for comparable office buildings in appraisers shall meet not later than ten (10) days following the St. Louis, Missouri rental market” means what a landlord under no compulsion to lease the Leased Premises and a new tenant under no compulsion to lease the Leased Premises would determine as rent for the Extension Term, taking into consideration, among other relevant matters, the use permitted under the Lease, the quality, size, design and location selection of the Leased Premises and last appraiser. At such meeting the appraisers shall attempt to determine the fair market rental rates for similar space in value as of the St. Louis metropolitan market areacommencement date of the extended term by the agreement of at least two (2) of the appraisers. The parties shall endeavor in good faith to If two (2) or more of the appraisers agree on the Base Rent for fair market rental value at the Extension Term within sixty (60) days prior to initial meeting, such agreement shall be determinative and binding upon the applicable renewal date. If parties hereto and the agreeing appraisers shall, in simple letter form executed by the agreeing appraisers, forthwith notify both Landlord and Tenant of the amount set by such agreement. If multiple appraisers are selected and two (2) appraisers are unable to agree on the Base Rent for the Extension Term by such datefair market rental value, then the Base Rent all appraisers shall be determined as hereinafter provided. Within thirty (30) days prior submit to the renewal date, Landlord and Tenant each an independent appraisal of the fair market rental value in simple letter form within twenty (20) days following appointment of the final appraiser. The parties shall appoint a licensed real estate appraiser then determine the fair market rental value by averaging the appraisals; provided that any high or low appraisal, differing from the middle appraisal by more than ten percent (who 10%) of the middle appraisal, shall be a member disregarded in calculating the average. Landlord and Tenant shall bear equally the expense of the American Institute of Real Estate Appraisers) with experience in the area in which the Leased Premises are located to determine the then prevailing market rent of the Leased Premises. If either Landlord or Tenant does not appoint a licensed third appraiser, and such failure continues thereafter for another . 40.4 All appraisers appointed hereunder shall have at least ten (10) days after years' experience in the appraisal of commercial and industrial real property in Bothell, Washington and shall be members of professional organizations such as the American Appraisal Institute with a second written notice from designation of MAI or equivalent and shall not have worked for either party or the otherprincipals thereof in the three (3) year period preceding such time. 40.5 As used herein, the single licensed appraiser appointed shall be the sole licensed appraiser and shall set the then prevailing term "fair market rent rental value of the Leased Premises. If two (2) licensed appraisers are appointed pursuant to this paragraph" shall mean the base rent that a ready and willing tenant would pay for similarly improved space in Bothell, they shall meet promptly and attempt to set the then prevailing market rent Washington as of the Leased Premises. If they are unable to agree within commencement of the thirty (30) days after the second licensed appraiser has been appointedextension term, then each party or its appraiser shall submit its appraisal for the then prevailing market rent to a third appraiser ready and willing landlord, for a term of five (selected in 5) years on the manner set forth below) terms and the third appraiser shall select one conditions of the two submitted appraisal amountsLease, without any modification, determined as if the then prevailing Premises were exposed for lease on the open market rent. The third appraiser, who must meet for a reasonable period of time and taking into account all of the minimum licensing and experience criteria set forth above, shall purposes for which such property may be selected by used without taking into consideration any improvements to the first two appraisers. Landlord and Tenant each shall bear the cost of their own licensed appraiserPremises made at Tenant's expense, and shall split equally the cost of appointing the third licensed appraiserincluding periodic rental increases, if necessaryany. If Any appraiser appointed hereunder to determine the determination "fair market rental value of the then prevailing market rent Premises" shall take into account all of the Leased Premises other terms and conditions of this Lease. 40.6 Any increase in Basic Annual Rent under this Article 40 which is not completed prior determined until after the effective date of the increase shall nevertheless be retroactive to the renewal date, Tenant shall continue to pay Base Rent at the rate in effect immediately prior to the renewal effective date, and Tenant shall pay any such retroactive increase with the parties installment of Rent next due. 40.7 The Basic Annual Rent for the extension term determined as set forth above shall promptly account for any rent differential upon determination be increased on each anniversary date of the then prevailing market rent commencement of the Lease Premises. All other terms of extension term in accordance with this Lease shall remain the same. As used throughout this Lease, any reference to the “lease term”, “term”, or “term of this Lease” shall also include any and all renewal termsSection 40.