Common use of Options to Extend Term Clause in Contracts

Options to Extend Term. Tenant shall have two (2) options to extend the term of this Lease, each for a five (5) year period (an "Option Period"), provided (a) Tenant shall give notice to Landlord of its exercise of an option not less than nine (9) months prior to the expiration of the Lease Term or the first Option Period, as the case may be, (b) no default beyond any applicable grace period in the obligations of Tenant under this Lease shall exist at the time such notice is given and (c) Tenant shall not have been in default under this Lease beyond any applicable grace period on more than two (2) occasions during the entire preceding Lease Term. All of the terms and provisions of this Lease shall be applicable during each Option Period except that (a) Tenant shall have no option to extend the term of this Lease beyond the second Option Period and (b) the Base Rent for each Option Period shall be the greater of (i) the Base Rent for the last year of the Lease Term or the first Option Period, as the case may be, or (iii) Market Rent, as defined below, as of the first day of such Option Period. "Market Rent" shall be computed as of the applicable date at the then current rentals being charged to new tenants for comparable space located in comparable buildings, taking into account and giving effect to, in determining comparability, without limitation, such considerations as size, location and condition of premises and lease term. Landlord shall designate Market Rent for the next Option Period within thirty (30) days after Tenant's written request, therefor (such request to be made no earlier than one (1) year before such Option Period). If Landlord shall not have previously designated Market Rent, after Tenant shall exercise an option to extend for an Option Period, Landlord shall initially designate Market Rent and shall furnish data in support of such designation. If Tenant shall have exercised its option to extend for the Option Period but shall disagree with Landlord's designation of the Market Rent, then Tenant shall have the right, by notice given within fourteen (14) days after Tenant's receipt of Landlord's designation, to submit such Market Rent to arbitration as follows. Market Rent shall be determined by arbitrators, one chosen by Tenant, one chosen by Landlord and a third selected, if necessary, as below provided. All arbitrators selected under this Section shall be experienced real estate appraisers with substantial experience with properties in the vicinity of the Premises. If within fourteen (14) days after Tenant's notice the parties shall agree upon a single arbitrator or if one party shall fail to select an arbitrator, the arbitrator selected by the other shall be the sole arbitrator, and Market Rent shall be determined by such arbitrator. The unanimous written decision of the two first chosen (or the decision of the first, if a second arbitrator is not chosen) without selection and participation of a third arbitrator, or otherwise the written decision of a majority of the three arbitrators chosen and selected as provided herein, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within fourteen (14) days following the call for arbitration, and, unless such two arbitrators shall have either reached a unanimous decision within thirty (30) days after their designation or jointly selected a third arbitrator, they shall so notify the then President of the local Real Estate Board and request him to select an impartial third arbitrator to act hereunder, or if such individual does not exist or is unavailable, then they shall apply to a court of competent jurisdiction to select an impartial third arbitrator. Such third arbitrator and the first two chosen shall hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. If the dispute between 4 the parties as to Market Rent shall not have been resolved before the commencement of Tenant's obligation to pay rent based upon Market Rent, then Tenant shall pay rent based upon the Market Rent designated by Landlord until either the agreement of the parties as to the Market Rent or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent to Landlord or Landlord shall refund any overpayment of rent to Tenant.

Options to Extend Term. a. Tenant shall have two (2) options to extend the term of this Lease, the Lease each for a five (5) three-year period (an "Option Period")) with the first Option Period commencing upon the expiration of the initial term of the Lease; provided, provided (a) however, such options shall be subject to the following conditions: i. At the time each option is exercised, this Lease shall be in full force and effect, Tenant shall give not be in default hereunder and, as to the second Option Period, Tenant shall have validly exercised its option with respect to the first Option Period. ii. Each option must be exercised by notice given to Landlord of its exercise of an option not less earlier than nine (9) 12 months and not later than 6 months prior to the then- scheduled expiration of the Lease Term or term of this Lease. b. In the first Option Periodevent an option is timely and effectively exercised, as the case may beterm shall be extended for three additional years, (b) no default beyond any applicable grace period in the obligations of Tenant under this Lease shall exist at the time such notice is given and (c) Tenant shall not have been in default under this Lease beyond any applicable grace period on more than two (2) occasions during the entire preceding Lease Term. All upon all of the terms and provisions conditions of this Lease shall be applicable during each Option Period except the Lease; provided, however, that (a) Tenant shall have no option to extend the term of this Lease beyond the second Option Period and (b) the Base Rent for each Option Period shall be the greater of (i) the Base Rent for the last year then fair market rental value of the Lease Term or Premises. i. For the first Option Periodpurposes hereof, as the case may be, or (iii) Market Rent, as defined below, as fair market rental value of the first day of such Option Period. "Market Rent" Premises shall be computed as the monthly rental rate per square foot of the applicable date at the rentable area then current rentals being charged to new tenants prevailing for comparable improved space located in comparable buildings, (without taking into account and giving effect tothe value of improvements made by Tenant at its cost) in Northwestern Alameda County, in determining comparability, without limitation, such considerations as size, location and condition of premises and lease term. Landlord shall designate Market Rent for multiplied by the next Option Period within thirty (30) days after Tenant's written request, therefor (such request to be made no earlier than one (1) year before such Option Period). If Landlord shall not have previously designated Market Rent, after Tenant shall exercise an option to extend for an Option Period, Landlord shall initially designate Market Rent and shall furnish data in support of such designation. If Tenant shall have exercised its option to extend for the Option Period but shall disagree with Landlord's designation of the Market Rent, then Tenant shall have the right, by notice given within fourteen (14) days after Tenant's receipt of Landlord's designation, to submit such Market Rent to arbitration as follows. Market Rent shall be determined by arbitrators, one chosen by Tenant, one chosen by Landlord and a third selected, if necessary, as below provided. All arbitrators selected under this Section shall be experienced real estate appraisers with substantial experience with properties in the vicinity rentable area of the Premises. If within fourteen (14) days after TenantTenant in good faith disputes Xxxxxxxx's notice determination of fair market rental value, Tenant shall so notify Landlord and the parties shall agree upon a single arbitrator or if one party shall fail negotiate in good faith to select an arbitratorresolve the dispute. If such dispute is not resolved by negotiation between the parties within 30 days, the arbitrator selected by the other shall be the sole arbitrator, and Market Rent then fair market rental value shall be determined by such arbitratorappraisal. The unanimous written decision 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 10 days after the expiration of the two first chosen (or the decision of the first30-day negotiation period, if a second arbitrator is not chosen) without selection and participation of a third arbitrator, or otherwise the written decision of a majority of the three arbitrators chosen and selected as provided herein, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify appoint as an appraiser, a real estate appraiser with at least ten years of experience in appraising commercial real property in Alameda County, and give notice of such appointment to the other. If either Landlord or Tenant shall fail to appoint an appraiser within 10 days after receiving notice of the identity of the other party's appointed appraiser, then the single appraiser appointed shall be the sole appraiser and determine the fair market rental value of its chosen arbitrator the Premises. In the event each party appoints an appraiser, such appraisers shall, within fourteen (14) days following the call for arbitration, and, unless such two arbitrators shall have either reached a unanimous decision within thirty (30) 30 days after the appointment of the last of them to be appointed, complete their designation determinations of fair market rental value and furnish the same to Landlord and Tenant. If the low appraisal varies from the higher appraisal by 5% or jointly selected less, the fair market rental value shall be the average of the two valuations. If the low appraisal varies from the high appraisal by more than 5%, the two appraisers shall, within 10 days after submission of the last appraisal report, appoint a third arbitrator, they appraiser who shall so notify meet the qualifications set forth in this paragraph. If the two appraisers shall be unable to agree on the selection of a third appraiser in a timely manner then President either Landlord or Tenant may request such appointment by the presiding judge of the local Real Estate Board and request him to select an impartial Superior Court of Alameda County. The third arbitrator to act hereunderappraiser, however selected, shall be a person who has not previously acted in any capacity for or if such individual does not exist or is unavailable, then they shall apply to a court of competent jurisdiction to select an impartial third arbitratoragainst either party. Such third arbitrator appraiser shall, within 30 days after appointment, make a determination of fair market rental value and the first two chosen shall hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify submit an appraisal report to Landlord and Tenant thereofTenant. The fair market rental value of the Premises shall be as determined by the 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 costs incurred in connection with the determination of fair market rental value by appraisal shall be paid one-half by Landlord and Tenant shall bear the expense of the third arbitrator (if any) equallyone-half by Tenant. If the dispute between 4 the parties as Prior to Market Rent shall not have been resolved before the commencement of Tenant's obligation to pay rent based upon Market Rentthe option period, then Tenant shall pay rent based upon the Market Rent designated by Landlord until either the agreement of the parties as to the Market Rent or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent to Landlord or and Landlord shall refund any overpayment of rent execute an amendment to Tenantthis Lease setting forth the option period and revised Base Rent.

Options to Extend Term. Tenant shall have two (2) options the right to be exercised as hereinafter provided, to extend the term of this Lease, each the Lease for a five (5) year period (an "Option Period"), provided the following additional periods: (a) Tenant the first option, if exercised, shall give notice to Landlord of its exercise of an option not less than nine (9) months prior to extend the expiration term of the Lease Term or for the first Option Periodperiod from April 1, as the case may be2006 through December 31, 2010, and (b) no default beyond any applicable grace the second option, if exercised, shall extend the term of the Lease for the period in the obligations of Tenant under this Lease from January 1, 2011 through December 31, 2015. Said extensions shall exist at the time such notice is given and (c) Tenant shall not have been in default under this Lease beyond any applicable grace period on more than two (2) occasions during the entire preceding Lease Term. All be upon all of the terms and conditions of the Lease, except as modified by the following terms and conditions: (a) That Tenant is not then in default under any of the terms, covenants, conditions, provisions or agreements of this Lease shall be applicable during each Option Period except that or the Sublease; (ab) Tenant shall have no option exercise its right to extend the term of this the Lease beyond by notifying Landlord not less than one (1) year prior to the second Option Period and termination of the original term (bor previously extended term) the Base Rent for each Option Period shall be the greater of (i) the Base Rent for the last year of the Lease Term or the first Option Periodof Tenant's election to exercise such right, as the case may be, or otherwise said option (iii) Market Rent, as defined below, as including any options for further extensions of the first day of such Option Period. "Market Rent" term) shall be computed as null and void; and (c) The new rental shall be subject to the mutual agreement of both Landlord and Tenant but in no event shall the rental be less than the then fair market value of the applicable date at the then current rentals being charged to new tenants for comparable space located in comparable buildings, taking into account and giving effect to, in determining comparability, without limitation, such considerations as size, location and condition of premises and lease termLeased Premises. Landlord The parties shall designate Market Rent for the next Option Period within have thirty (30) days after Landlord receives Tenant's written request, therefor (such request notice in which to be made no earlier than one (1) year before such Option Period)agree on the new rental for the extended term. If Landlord shall not have previously designated Market Rentand Tenant are unable to agree on the new rental for the extended term within said 30-day period, after Tenant shall exercise an option to extend for an Option Periodthen, within ten (10) days thereafter, Landlord shall initially designate Market Rent and shall furnish data in support Tenant will each choose an appraiser to determine the fair market rental value of such designationthe Leased Premises by giving notice to the other party of the identity of the appraiser it selected. If Tenant shall have exercised its option to extend for the Option Period but shall disagree with Landlord's designation of the Market Rent, then Tenant shall have the right, by notice given a party does not appoint an appraiser within fourteen (14) days after Tenant's receipt of Landlord's designation, to submit such Market Rent to arbitration as follows. Market Rent shall be determined by arbitrators, one chosen by Tenant, one chosen by Landlord and a third selected, if necessary, as below provided. All arbitrators selected under this Section shall be experienced real estate appraisers with substantial experience with properties in the vicinity of the Premises. If within fourteen (14) days after Tenant's notice the parties shall agree upon a single arbitrator or if one party shall fail to select an arbitratorten day period, the arbitrator selected by the other single appraiser appointed shall be the sole arbitratorappraiser and shall set the new base rental for the extended term. If the two appraisers are appointed by the parties as stated in this paragraph, they shall meet promptly and Market Rent attempt to set the new rental for the extended term. If they are unable to agree within twenty (20) days after the second appraiser has been appointed, they shall select a third impartial appraiser meeting the qualifications stated in this paragraph within five (5) days after the aforesaid twenty (20) day period; if the two appraisers are unable to agree upon the third appraiser, either party may apply to the Presiding Judge of the San Francisco Superior Court for appointment of the third appraiser meeting the qualifications described below. Each of the parties shall bear one-half of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser shall be determined by such arbitratora person who has not previously acted in any capacity for either party. The unanimous written decision All of the two first chosen appraisers shall be California licensed real estate brokers with at least ten (or 10) years experience leasing office space in San Francisco. Within fifteen (15) days after the decision selection of the firstthird appraiser, if a second arbitrator is not chosen) without selection and participation of a third arbitrator, or otherwise the written decision of a majority of the appraisers shall set the new rental for the extended term. If a majority of the appraisers are unable to set the rental within the stipulated period of time, the three arbitrators chosen and selected as provided herein, appraisals shall be conclusive added together and binding upon Landlord their total divided by three; the resulting quotient shall be the rental for the Leased Premises during the extended term. After the new rental for the extended term has been set, the appraisers shall immediately notify the parties and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within fourteen (14) days following the call for arbitration, and, unless such two arbitrators shall have either reached a unanimous decision within thirty (30) days after their designation or jointly selected a third arbitrator, they shall so notify the then President promptly enter into an amendment of the local Real Estate Board and request him to select an impartial third arbitrator to act hereunder, or if such individual does not exist or is unavailable, then they shall apply to a court of competent jurisdiction to select an impartial third arbitrator. Such third arbitrator and the first two chosen shall hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. If the dispute between 4 the parties as to Market Rent shall not have been resolved before the commencement of Tenant's obligation to pay rent based upon Market Rent, then Tenant shall pay rent based upon the Market Rent designated by Landlord until either the agreement of the parties as to the Market Rent or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent to Landlord or Landlord shall refund any overpayment of rent to TenantSublease setting forth said new rental.

Options to Extend Term. (a) Tenant shall have and is hereby granted the option to extend the Term hereof for two (2) options to extend the term additional periods of this Lease, each for a five (5) year period years (an the "Option Extension Period"), provided (ai) Tenant shall give gives written notice to Landlord of its Tenant's election of interest to exercise of an such extension option not less no earlier than nine fifteen (915), and no later than twelve (12) months months, prior to the expiration of the last Lease Term Year of the Term; and (ii) no event of default has occurred and is continuing at the time of the exercise of such option or arises subsequent thereto, which event by notice and/or the first Option Period, as passage of time would constitute a default by Tenant if not cured within the case may be, applicable cure period. (b) All terms and conditions of this Lease, including without limitation all provisions governing the payment of Additional Rent, shall remain in full force and effect during the Extension Period, except that no default beyond any applicable grace period in Construction Allowance shall be provided and Monthly Base Rent payable during the obligations of Tenant under this Lease Extension Period(s) shall exist be the then-current fair market rental rate for renewal tenants with respect to comparable office space at the time such notice is given of the exercise of the option granted herein, taking into account market concessions for renewals of existing leases in office buildings comparable to the Building, but in no event less than the fully escalated Monthly Base Rent, Operating Expenses and Taxes in effect for the last Lease Year of the Term (the "Option Rental Rate") and the Base Year for Taxes and Operating Expenses shall be the calendar year in which the Extension Period commences. (c) Landlord shall provide Tenant notice of its determination of the Option Rental Rate within fifteen (15) days after Tenant provides its written notice of interest to extend. Tenant shall not have been in default under thirty (30) days from receipt of Landlord's determination to either (1) extend the Term of this Lease beyond any applicable grace period on more than two Lease, (2) occasions during elect not to extend the entire preceding Lease Term. All of the terms and provisions Term of this Lease shall be applicable during each Option Period except that or (a3) Tenant shall have no option elect to extend the term Term of this Lease beyond in accordance with the second Option Period and provisions of subparagraph (bd) below. In the Base Rent for each Option Period event Tenant fails to elect any of the aforementioned three (3) options within said 30-day period, Tenant shall be deemed to have elected option (2). (d) In the greater of event Tenant shall elect option 3 in subparagraph (ic) the above, Landlord and Tenant shall negotiate in good faith to arrive at a mutually-agreeable Monthly Base Rent for the last year of the Lease Term or the first Option Extension Period, as the case may be, or (iii) Market Rent, as defined below, as for a period of the first day of such Option Period. "Market Rent" shall be computed as of the applicable date at the then current rentals being charged to new tenants for comparable space located in comparable buildings, taking into account and giving effect to, in determining comparability, without limitation, such considerations as size, location and condition of premises and lease term. Landlord shall designate Market Rent for the next Option Period within thirty (30) days after the date on which Landlord receives Tenant's written request, therefor notice of Tenant's election pursuant to the preceding sentence. In the event Landlord and Tenant are unable to agree upon the Monthly Base Rent for such Extension Period within said thirty (such request to be made no earlier than one (1) year before such Option Period). If Landlord shall not have previously designated Market Rent, after Tenant shall exercise an option to extend for an Option Period, Landlord shall initially designate Market Rent and shall furnish data in support of such designation. If Tenant shall have exercised its option to extend for the Option Period but shall disagree with Landlord's designation of the Market Rent30)-day period, then Tenant shall have the right, by notice given within fourteen five (145) days after Tenant's receipt of Landlord's designationthereafter, to submit such Market Rent to arbitration as follows. Market Rent shall be determined by arbitrators, one chosen by Tenant, one chosen by Landlord and a third selected, if necessary, as below provided. All arbitrators selected under this Section shall be experienced real estate appraisers with substantial experience with properties in the vicinity of the Premises. If within fourteen (14) days after Tenant's notice the parties shall agree upon a single arbitrator or if one party shall fail to select an arbitrator, the arbitrator selected by the other shall be the sole arbitrator, and Market Rent shall be determined by such arbitrator. The unanimous written decision of the two first chosen (or the decision of the first, if a second arbitrator is not chosen) without selection and participation of a third arbitrator, or otherwise the written decision of a majority of the three arbitrators chosen and selected as provided herein, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify simultaneously submit to the other of in a sealed envelope its chosen arbitrator within fourteen (14) days following the call for arbitration, and, unless such two arbitrators shall have either reached a unanimous decision within thirty (30) days after their designation or jointly selected a third arbitrator, they shall so notify the then President good faith estimate of the local Real Estate Board and request him to select an impartial third arbitrator to act hereunder, or if Option Rental Rate. If the higher of such individual does estimates is not exist or is unavailablemore than one hundred five percent (105%) of the lower of such estimates, then they the Option Rental Rate shall apply to a court be the average of competent jurisdiction to select an impartial third arbitratorthe two estimates. Such third arbitrator and If the first two chosen matter is not resolved by the exchange of estimates, then the Option Rental Rate shall hear the parties and their evidence and render their decision within thirty (30) days following the conclusion be determined as follows: each of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear select a licensed real estate broker, and the expense of the two (2) brokers so selected shall jointly select a third arbitrator (if any) equally. If the dispute between 4 the parties as to Market Rent shall not have been resolved before the commencement of Tenant's obligation to pay rent based upon Market Rent, then Tenant shall pay rent based upon the Market Rent designated by Landlord until either the agreement of the parties as to the Market Rent or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent to Landlord or Landlord shall refund any overpayment of rent to Tenant.3rd)

Options to Extend Term. Tenant shall have two Lessor hereby grants to Lessee the following options (2the "Options") options to extend the term of this Lease, Lease for two successive five-year periods (each for a five (5) year period (an "Option Period"), provided each commencing upon expiration of the then current term, upon each and all of the following terms and conditions: (a) Tenant Each Option shall give be exercised by written notice of exercise given to Landlord of its exercise of an option not less than nine (9) months prior to and actually received by Lessor on a date that precedes the expiration of the then current term by at least 9, and not more than 12 months. (b) The provisions of Paragraph 39 of the Lease, including the provision relating to defaults of Lessee set 12 forth in Paragraph 39.4, shall govern the exercise of each Option. (c) Except where specifically modified by this Paragraph 48, all of the terms and conditions of this Lease Term (including without limitation the Consumer Price Index rent adjustments provided for in Paragraph 4.1 of the Lease) shall apply during the term of an Option. (d) The initial fixed monthly rental payable pursuant to Paragraph 4.1 of the Lease during each Option period shall be the "Fair Rental Value" of the Premises, meaning the monthly rental rate per square foot of rentable area prevailing at the time the term of each Option period commences for comparable manufacturing and distribution space similarly situated in Orange County that is thenbeing leased, multiplied by the greater of 140,000 square feet or the first net rentable area of the Premises,with appropriate adjustments for comparison rentals that are not on a triple-net basis. Lessor shall notify Lessee in writing on or before the date that is three months prior to commencement of each Option Periodperiod of Lessor's statement of Fair Rental Value. If Lessee in good faith disputes Lessor's determination of Fair Rental Value as so indicated, Lessee shall so notify Lessor in writing within 10 days following receipt of Lessor's statement. If such dispute is not resolved by negotiation between the parties within 15 days after such notice of dispute is given, Lessee may elect to submit Fair Rental Value to determination by appraisal pursuant to subparagraph 48(e) below. If Lessee fails to make such election in writing within 10 days following the close of such 15-day negotiation period, Lessee shall be deemed to have accepted Lessor's determination of Fair Rental Value. If an Option period commences prior to such determination by appraisal, Lessee shall pay rental when due based upon Lessor's determination of Fair Rental Value, subject to retroactive adjustment between the parties in the event a determination by appraisal is different from Lessor's determination. (e) If Fair Rental Value is to be determined by appraisal, within 10 days after expiration of the 15-day negotiation period, Lessor and Lessee shall each appoint as an appraiser an independent real estate broker with at least 10 years experience in the leasing of manufacturing and distribution space in the Orange County area, or a similarly qualified real estate appraiser, and give notice of such appointment to the other. If either Lessor or Lessee shall fail to appoint an appraiser in timely fashion, the appointed appraiser shall select the second appraiser within 10 days after the failure of Lessor or Lessee, as the case may be, (b) no default beyond any applicable grace period in to appoint. Such appraisers shall, within 30 days after the obligations of Tenant under this Lease shall exist at the time such notice is given and (c) Tenant shall not have been in default under this Lease beyond any applicable grace period on more than two (2) occasions during the entire preceding Lease Term. All appointment of the terms last of them to be appointed, complete their determination of Fair Rental Value and provisions submit their appraisal reports to Lessor and Lessee. If the valuations vary by 5% or less of this Lease shall be applicable during each Option Period except that (a) Tenant shall have no option to extend the term of this Lease beyond higher value, the second Option Period and (b) the Base Rent for each Option Period Fair Rental Value shall be the greater of (i) the Base Rent for the last year of the Lease Term or the first Option Period, as the case may be, or (iii) Market Rent, as defined below, as of the first day of such Option Period. "Market Rent" shall be computed as of the applicable date at the then current rentals being charged to new tenants for comparable space located in comparable buildings, taking into account and giving effect to, in determining comparability, without limitation, such considerations as size, location and condition of premises and lease term. Landlord shall designate Market Rent for the next Option Period within thirty (30) days after Tenant's written request, therefor (such request to be made no earlier than one (1) year before such Option Period). If Landlord shall not have previously designated Market Rent, after Tenant shall exercise an option to extend for an Option Period, Landlord shall initially designate Market Rent and shall furnish data in support of such designation. If Tenant shall have exercised its option to extend for the Option Period but shall disagree with Landlord's designation of the Market Rent, then Tenant shall have the right, by notice given within fourteen (14) days after Tenant's receipt of Landlord's designation, to submit such Market Rent to arbitration as follows. Market Rent shall be determined by arbitrators, one chosen by Tenant, one chosen by Landlord and a third selected, if necessary, as below provided. All arbitrators selected under this Section shall be experienced real estate appraisers with substantial experience with properties in the vicinity of the Premises. If within fourteen (14) days after Tenant's notice the parties shall agree upon a single arbitrator or if one party shall fail to select an arbitrator, the arbitrator selected by the other shall be the sole arbitrator, and Market Rent shall be determined by such arbitrator. The unanimous written decision average of the two first chosen (or valuations. If the decision valuations vary by more than 5% of the firsthigher value, if the two appraisers shall, within 10 days after submission of the last appraisal report, appoint a second arbitrator is not chosen) without third appraiser who shall be similarly qualified. If the two appraisers are unable to agree timely on the selection and participation of a third arbitratorappraiser, then either appraiser, on behalf of both, may request such appointment by the presiding Judge of the United States District Court for the Central District of California. Such appraiser shall, within 30 days after appointment, make a determination of Fair Rental Value and submit the appraisal report to Lessor and Lessee. The Fair Rental Value shall be as determined by the third appraiser, unless it is less than the valuations set forth in the lower appraisal previously obtained, in which case the valuation set forth in the lower appraisal shall be controlling, or otherwise unless it is greater than the written decision of a majority of valuation set forth in the three arbitrators chosen and selected as provided hereinhigher appraisal previously obtained, in which case the valuation set forth in the higher appraisal shall be conclusive controlling. Lessor and binding upon Landlord and Tenant. Landlord and Tenant Lessee shall each notify pay the other fees of its chosen arbitrator within fourteen (14) days following the call for arbitrationtheir respective appraisers, and, unless such two arbitrators shall have either reached a unanimous decision within thirty (30) days after their designation or jointly selected a third arbitrator, they shall so notify the then President of the local Real Estate Board and request him to select an impartial third arbitrator to act hereunder, or if such individual does not exist or is unavailable, then they shall apply to a court of competent jurisdiction to select an impartial third arbitrator. Such third arbitrator and the first two chosen shall hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense fees of the third arbitrator appraisal shall be paid one-half by Lessor and one- half by Lessee. (if anyf) equally. If Notwithstanding the dispute between 4 foregoing, Fair Rental Value, whether determined pursuant to Lessor's statement or by appraisal, shall in no event be less than the parties as fixed monthly rental applicable to Market the Rent shall not have been resolved before Period immediately preceding the commencement of Tenant's obligation to pay rent based upon Market Rentthe Option period, then Tenant shall pay rent based upon increased by the Market Rent designated by Landlord until either percentage increase in the agreement of the parties Consumer Price Index as to the Market Rent or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent to Landlord or Landlord shall refund any overpayment of rent to Tenant.provided in Paragraph 4.1

Options to Extend Term. (a) Provided the Tenant is entitled to do so pursuant to paragraph 2 at the time of its exercise of the applicable option, the Tenant shall have two four (24) options to extend the term of this Lease, each Term for a period of five (5) year period years each (each being an "Option “ Extension Period")”) on the same terms and conditions as are contained in this Lease, provided (a) Tenant except for the amount of Basic Rent and Parking Rent payable, which shall give notice to Landlord of its exercise of an option not less than nine (9) months prior be equal to the expiration then current market basic rent and parking rent for the Premises determined on the basis set out below in this paragraph. (b) Each Extension Period shall commence on the day immediately succeeding the expiry of the Lease Term initial Term, or the first Option then expiring Extension Period, as the case may be, (b) no default beyond any applicable grace period in the obligations of . The Tenant under this Lease shall exist at the time such notice is given and (c) Tenant shall not have been in default under this Lease beyond any applicable grace period on more than two (2) occasions during the entire preceding Lease Term. All of the terms and provisions of this Lease shall be applicable during each Option Period except that (a) Tenant shall have no option to extend the term of this Lease beyond the second Option Period and (b) the Base Rent for each Option Period shall be the greater of (i) the Base Rent for the last year of the Lease Term or the first Option Period, as the case may be, or (iii) Market Rent, as defined below, as of the first day of such Option Period. "Market Rent" shall be computed as of the applicable date at the then current rentals being charged to new tenants for comparable space located in comparable buildings, taking into account and giving effect to, in determining comparability, without limitation, such considerations as size, location and condition of premises and lease term. Landlord shall designate Market Rent for the next Option Period within thirty (30) days after Tenant's written request, therefor (such request to be made no earlier than one (1) year before such Option Period). If Landlord shall not have previously designated Market Rent, after Tenant shall only exercise an option to extend the Term by each Extension Period by giving notice in writing to the Landlord at least nine (9) months but no greater than twelve (12) months prior to the date on which such Extension Period would commence, failing which the within right to extend will be rendered null and void. (c) Each time that the Tenant exercises its right to extend the Term in accordance with the foregoing, the Term shall automatically be extended for an Option the Extension Period, Landlord shall initially designate Market this Lease will be read as if the original term of the Lease was for a period of time commencing on the Commencement Date and ending on the last day of the relevant Extension Period and the Basic Rent and shall furnish data in support of such designation. If Tenant shall have exercised its option to extend for the Option Period but shall disagree with Landlord's designation of the Market Rent, then Tenant shall have the right, by notice given within fourteen (14) days after Tenant's receipt of Landlord's designation, to submit such Market Rent to arbitration as follows. Market Parking Rent shall be determined by arbitratorsas follows: (i) one hundred and eighty (180) days prior to the commencement of the applicable Extension Period, one chosen by Tenant, one chosen by the Landlord and the Tenant shall commence negotiations to settle the Basic Rent and Parking Rent payable for the upcoming Extension Period. The Basic Rent and Parking Rent for an Extension Period will be the fair market basic rent and parking rent, determined as of the commencement of the Extension Period, that a third selectedtenant and a landlord would agree to after negotiating at arm’s length and based upon then existing basic rent and parking rent for such Extension Period for comparable premises in a similar location in Calgary, if necessaryAlberta, as below provided. All arbitrators selected under this Section shall be experienced real estate appraisers with substantial experience with properties on the basis that the Premises are improved to their then existing level, and further taking into account appropriate adjustments for the uses of such comparable premises, and the site coverage ratio and zoning thereof, and whether or not the rents for such comparable premises were negotiated on the basis of such premises being vacant, unimproved, and/or free of trade fixtures and free rent, tenant improvements, and other similar inducements or benefits reflected in the vicinity rents for such comparable premises that are given on extensions or renewals (but excluding those given in connection with a new lease); (ii) if the Basic Rent and Parking Rent for the relevant Extension Period have not been mutually agreed upon by the Landlord and the Tenant at least 3 months prior to the commencement of such Extension Period, the Premises. If within fourteen (14) days after Tenant's notice Basic Rent and the parties shall agree upon Parking Rent for such Extension Period will be determined by arbitration by a single arbitrator or chosen by the parties, and if one party shall fail to select an arbitrator, they cannot agree upon the arbitrator selected within 5 days after the written request for arbitration by either party to the other shall be other, either party may apply to a judge for the sole arbitrator, and Market Rent shall be determined by such arbitratorappointment of an arbitrator in accordance with the provisions of the Arbitration Act (Alberta). The unanimous written decision provisions of the two first chosen Arbitration Act (or Alberta) will govern the arbitration and the decision of the first, if a second arbitrator is not chosen) without selection and participation of a third arbitrator, or otherwise the written decision of a majority of the three arbitrators chosen and selected as provided herein, shall will be conclusive final and binding upon Landlord the parties. The parties shall instruct the arbitrator to render its decision no later than 15 days prior to the commencement of the relevant Extension Period. If the Basic Rent and Tenant. Landlord and the Parking Rent for an Extension Period has not been determined by the commencement of such Extension Period, then: (A) the Tenant shall each notify pay Basic Rent and Parking Rent equal to the other average of its chosen arbitrator what is being sought by the parties in the arbitration; and (B) upon the Basic Rent and Parking Rent for such Extension Period being determined, any adjustments in Basic Rent and Parking Rent will be made effective the commencement of such Extension Period and shall be paid by the relevant party within fourteen (14) 15 days following the call date of such determination. Each party is responsible for arbitration, and, unless such two arbitrators shall have either reached a unanimous decision within thirty (30) days after their designation or jointly selected a third arbitrator, they shall so notify its own costs in connection with the then President arbitration and the costs of the local Real Estate Board and request him to select an impartial third arbitrator to act hereunder, or if such individual does not exist or is unavailable, then they shall apply to a court of competent jurisdiction to select an impartial third arbitrator. Such third arbitrator and will be shared equally by the first two chosen shall hear the parties and their evidence and render their decision within thirty parties. (30d) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense The exercise of the third arbitrator (if any) equally. If within rights to extend are solely within the dispute between 4 the parties as to Market Rent shall not have been resolved before the commencement of Tenant's obligation to pay rent based upon Market Rent, then Tenant shall pay rent based upon the Market Rent designated by Landlord until either the agreement control of the parties as Tenant and nothing contained in this Lease, including, without limitation, this Schedule, obligates or requires the Landlord to remind the Market Rent or Tenant to exercise the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent within rights to Landlord or Landlord shall refund any overpayment of rent to Tenantextend.

Options to Extend Term. Section 27 of the Lease is hereby deleted in its entirety and replaced with the following: (a) If Tenant shall have has not committed more than two (2) options to financial or monetary Events of Default beyond any applicable cure period at any time during the Term, and the original Tenant or an assignee or sublessee under a Permitted Transfer is occupying the entire Premises at the time of such election, Tenant may extend the term this Lease for two (2) additional, consecutive periods of this Lease, each for a five (5) year period years each (each “Additional Extension Term”), by delivering written notice (an "Option Period"), provided (a“Extension Notice”) Tenant shall give notice of the exercise thereof to Landlord of its exercise of an option not less earlier than twelve (12) months nor later than nine (9) months prior to before the then-expiration of the Lease Term or the first Option Period, as the case may be, (b) no default beyond any applicable grace period in the obligations of Tenant under this Lease shall exist at the time such notice is given and (c) Tenant shall not have been in default under this Lease beyond any applicable grace period on more than two (2) occasions during the entire preceding Lease Term. All of the terms and provisions of this Lease shall be applicable during each Option Period except that (a) Tenant shall have no option to extend the term of this Lease beyond the second Option Period and (b) the The Annual Base Rent payable for each Option Period such Additional Extension Term shall be the greater of prevailing annual rental rate (ithe “Prevailing Rental Rate”) at the Base Rent for the last year of the Lease Term or the first Option Period, as the case may be, or (iii) Market Rent, as defined below, as of the first day of such Option Period. "Market Rent" shall be computed as commencement of the applicable date at Additional Extension Term, for renewals of light industrial, manufacturing and/or research and development space in the then current rentals being charged to new tenants for comparable space located in comparable buildingsI-495/I-95 submarket of equivalent quality, taking into account and giving effect to, in determining comparability, without limitation, such considerations as size, location utility and condition location, with the length of premises the Additional Extension Term to be taken into account, and lease termannual increases in the Prevailing Rental Rate throughout the Additional Extension Term, as applicable. Within thirty (30) days after receipt of Tenant’s notice to extend, Landlord shall designate Market Rent for deliver to Tenant notice of the next Option Period Prevailing Rental Rate and shall advise Tenant of the required adjustment to Annual Rent, if any, and the other terms and conditions offered. Tenant shall, within thirty (30) days after Tenant's written requestreceipt of Landlord’s notice, therefor (such request to be made no earlier than one (1) year before such Option Period). If notify Landlord shall not have previously designated Market Rent, after Tenant shall exercise an option to extend for an Option Period, Landlord shall initially designate Market Rent and shall furnish data in support writing whether Xxxxxx accepts or rejects Xxxxxxxx’s determination of such designationthe Prevailing Rental Rate. If Tenant timely notifies Landlord that Xxxxxx accepts Landlord’s determination of the Prevailing Rental Rate or if Tenant fails to timely notify Landlord that it rejects such determination by Landlord, then, on or before the commencement date of the Additional Extension Term, Landlord and Tenant shall have exercised its option execute an amendment to extend this Lease extending the Term on the same terms provided in this Lease, except as follows: (b) Annual Rent for the Option Period but Additional Extension Term shall disagree with be adjusted to the Prevailing Rental Rate as determined by Landlord's designation , and as further adjusted by the second sentence of the Market Rent, then Tenant shall have the right, by notice given within fourteen above paragraph; (14c) days after Tenant's receipt of Landlord's designation, to submit such Market Rent to arbitration as follows. Market Rent shall be determined by arbitrators, one chosen by Tenant, one chosen by Landlord and a third selected, if necessary, as below provided. All arbitrators selected under this Section shall be experienced real estate appraisers with substantial experience with properties in the vicinity of the Premises. If within fourteen (14) days after Tenant's notice the parties shall agree upon a single arbitrator or if one party shall fail to select an arbitrator, the arbitrator selected by the other shall be the sole arbitrator, and Market Rent shall be determined by such arbitrator. The unanimous written decision of the two first chosen (or the decision of the first, if a second arbitrator is not chosen) without selection and participation of a third arbitrator, or otherwise the written decision of a majority of the three arbitrators chosen and selected Except as provided herein, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify have no further extension option unless expressly granted by Landlord in writing; and (d) Landlord shall lease to Tenant the other of Premises in its chosen arbitrator within fourteen then-current condition, and Landlord shall not provide to Tenant any allowances (14) days following the call for arbitratione.g., andmoving allowance, unless such two arbitrators shall have either reached a unanimous decision within thirty (30) days after their designation or jointly selected a third arbitratorconstruction allowance, they shall so notify the then President of the local Real Estate Board and request him to select an impartial third arbitrator to act hereunder, or if such individual does not exist or is unavailable, then they shall apply to a court of competent jurisdiction to select an impartial third arbitrator. Such third arbitrator and the first two chosen shall hear the parties and their evidence and render their decision within thirty (30like) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. If the dispute between 4 the parties as to Market Rent shall not have been resolved before the commencement of Tenant's obligation to pay rent based upon Market Rent, then Tenant shall pay rent based upon the Market Rent designated by Landlord until either the agreement of the parties as to the Market Rent or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent to Landlord or Landlord shall refund any overpayment of rent to Tenantother tenant inducements.

Options to Extend Term. a. Tenant shall have and is hereby granted the option to extend the Term hereof for two (2) options to extend the term periods of this Lease, each for a five (5) year period years each (each, an "Option Extension Period"), commencing on the date immediately following the Lease Expiration Date or the last day of the first Extension Period, as applicable, provided that: (ai) Tenant shall give delivers written notice (the "Extension Notice") to Landlord of its exercise of an option Landlord, not more than fifteen (15), or less than nine twelve (9) 12), months prior to the expiration Lease Expiration Date or the last day of the Lease Term or the first Option Extension Period, as applicable, time being of the case may beessence, of Tenant's irrevocable election to exercise such extension option; (bii) no default beyond any applicable grace period in Event of Default has occurred during the obligations of Tenant under this Lease shall exist Term (including, if applicable, the first Extension Period) and no event exists at the time of the exercise of such option or arises subsequent thereto, which event by notice is given and/or the passage of time would constitute an Event of Default if not cured within the applicable cure period; and (ciii) Tenant shall has not have been assigned its interest in default under this the Lease beyond any applicable grace period on or sublet more than two fifty percent (250%) occasions of the Premises (other than to a Permitted Transferee). b. All terms and conditions of the Lease, including without limitation all provisions governing the payment of Additional Rent and annual increases in Annual Base Rent, shall remain in full force and effect during the entire preceding Lease Term. All of the terms and provisions of this Lease shall be applicable during each Option Period Extension Period, except that (ai) Tenant Annual Base Rent (on a per rentable square foot basis) payable during each Extension Period shall have no option equal the Fair Market Rental Rate (hereinafter defined) at the time of the commencement of the applicable Extension Period; (ii) Landlord shall provide an improvement allowance, rental abatement and other tenant concessions comparable to extend the term of this Lease beyond the second Option Period those concessions then being offered in connection with lease renewals involving comparable space in comparable buildings in downtown Baltimore for a comparable term; and (biii) the "Base Rent Year" for each Option Period determining Tenant's Pass-Through Costs shall be the greater of (i) the Base Rent for the last calendar year of the Lease Term or the first Option Period, as the case may be, or (iii) Market Rent, as defined below, as of in which occurs the first day of such Option the applicable Extension Period. As used in this Lease, the term "Fair Market RentRental Rate" shall mean the fair market rental rate that would be computed as of the applicable date at the then current rentals being charged to new tenants agreed upon between a landlord and a tenant entering into a lease renewal for comparable space as to location, configuration, size and use, in a comparable building as to quality, reputation and age which is located in downtown Baltimore with a comparable buildingsbuild-out and a comparable term assuming the following: (A) the landlord and tenant are informed and well-advised and each is acting in what it considers its own best interests; (B) the landlord shall provide an improvement allowance, taking into account free rent period and giving effect toother tenant concessions as set forth in subjection (ii), in determining comparability, without limitation, such considerations as size, location above; and condition of premises and lease term. Landlord shall designate Market Rent for (C) the next Option Period within thirty (30) days after tenant will continue to pay Tenant's written requestPass-Through Costs using a Base Year as described in subsection (iii), therefor (such request to be made no earlier than one (1) year before such Option Period). If Landlord shall not have previously designated Market Rent, after Tenant shall exercise an option to extend for an Option Period, Landlord shall initially designate Market Rent and shall furnish data in support of such designation. If Tenant shall have exercised its option to extend for the Option Period but shall disagree with Landlord's designation of the Market Rent, then Tenant shall have the right, by notice given within fourteen (14) days after Tenant's receipt of Landlord's designation, to submit such Market Rent to arbitration as follows. Market Rent shall be determined by arbitrators, one chosen by Tenant, one chosen by Landlord and a third selected, if necessary, as below provided. All arbitrators selected under this Section shall be experienced real estate appraisers with substantial experience with properties in the vicinity of the Premises. If within fourteen (14) days after Tenant's notice the parties shall agree upon a single arbitrator or if one party shall fail to select an arbitrator, the arbitrator selected by the other shall be the sole arbitrator, and Market Rent shall be determined by such arbitrator. The unanimous written decision of the two first chosen (or the decision of the first, if a second arbitrator is not chosen) without selection and participation of a third arbitrator, or otherwise the written decision of a majority of the three arbitrators chosen and selected as provided herein, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within fourteen (14) days following the call for arbitration, and, unless such two arbitrators shall have either reached a unanimous decision within thirty (30) days after their designation or jointly selected a third arbitrator, they shall so notify the then President of the local Real Estate Board and request him to select an impartial third arbitrator to act hereunder, or if such individual does not exist or is unavailable, then they shall apply to a court of competent jurisdiction to select an impartial third arbitrator. Such third arbitrator and the first two chosen shall hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. If the dispute between 4 the parties as to Market Rent shall not have been resolved before the commencement of Tenant's obligation to pay rent based upon Market Rent, then Tenant shall pay rent based upon the Market Rent designated by Landlord until either the agreement of the parties as to the Market Rent or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent to Landlord or Landlord shall refund any overpayment of rent to Tenantabove.

Options to Extend Term. Landlord grants to Tenant shall have two (2) options to extend the term Lease Term (Extension Options) for a period of five (5) years each (Option Term) on all of the same terms and conditions of this Lease, except for the amount of Rent payable. Each Extension Option may be exercised by written notice delivered by Tenant to Landlord as provided below. The Rent payable for each Option Term shall be equal to the Fair Market Rent Value of the Premises as of the commencement date of the Option Term. For purposes of this Section, Fair Market Rent Value shall be the rental rate, including escalations, at which tenants lease space comparable in size, location and quality, for a five (5) year period (term comparable to the Option Term, taking into account rental abatement concessions, tenant improvement allowances and other monetary concessions. If Tenant wishes to exercise an "Option Period")Extension Option, provided (a) Tenant shall give deliver written notice (Interest Notice) to Landlord of its exercise of an option not no less than nine six (96) months prior to before the expiration of the Lease Term or the first Option Period, as the case may be, (b) no default beyond any applicable grace period in the obligations of Tenant under this Lease shall exist at the time such notice is given and (c) Tenant shall not have been in default under this Lease beyond any applicable grace period on more than two (2) occasions during the entire preceding Lease Extended Term. All Within thirty (30) days of receipt of the terms and provisions Interest Notice, Landlord shall deliver notice (Option Rent Notice) to Tenant stating the Option Rent based on Landlord's determination of this Lease shall be applicable during each Option Period except that (a) Tenant shall have no option to extend the term of this Lease beyond the second Option Period and (b) the Base Rent for each Option Period shall be the greater of (i) the Base Rent for the last year of the Lease Term or the first Option Period, as the case may be, or (iii) Fair Market Rent, as defined below, Rental Value as of the first day of such Option Period. "Market Rent" shall be computed as commencement of the applicable date at Option Term. If Tenant wishes to exercise the then current rentals being charged to new tenants for comparable space located in comparable buildingsExtension Option, taking into account and giving effect to, in determining comparability, without limitation, such considerations as size, location and condition of premises and lease term. Landlord shall designate Market Rent for the next Option Period Tenant must deliver written notice (Exercise Notice) within thirty (30) days after Tenant's written request, therefor (such request to be made no earlier than one (1) year before such receipt of the Option Period). If Landlord shall not have previously designated Market Rent, after Tenant shall exercise an option to extend for an Option Period, Landlord shall initially designate Market Rent and shall furnish data in support of such designationNotice. If Tenant shall have exercised its option wishes to extend for contest the Option Period but shall disagree Rent stated in the Option Rent Notice, Tenant must provide, with Landlord's designation of the Market Exercise Notice, written notice to Landlord that Tenant objects to the stated Option Rent. In that event, then Tenant shall have the right, by notice given within fourteen (14) days after Tenant's receipt of Landlord's designation, to submit such Fair Market Rent to arbitration as follows. Market Rent Value shall be determined by arbitrators, one chosen by Tenant, one chosen by arbitration as follows: a. Landlord and Tenant shall diligently attempt in good faith to agree on the Fair Market Rental Value on or before the tenth (10th) day after Tenant's objection to the Fair Market Rental Value ("Outside Agreement Date"). b. If Landlord and Tenant fail to reach agreement by the Outside Agreement Date, each shall make a third selected, if necessary, as below provided. All arbitrators selected under separate determination of Fair Market Rental Value and notify the other party of this Section shall be experienced real estate appraisers with substantial experience with properties in the vicinity of the Premises. If determination within fourteen five (145) days after Tenantthe Outside Agreement Date. If each party makes a timely determination of Fair Market Rental Value, those determinations shall be submitted to arbitration in accordance with subsection (c) below. If either party fails to make a determination of Fair Market Rental Value within the five (5) day period, that failure shall be conclusively considered to be that party's notice approval of the parties shall agree upon a single arbitrator or if one party shall fail to select an arbitrator, Fair Market Rental Value submitted within the arbitrator selected five-day period by the other shall be party. c. If both parties make timely individual determinations of the sole arbitratorFair Market Rental Value under subsection (b) above, and the Fair Market Rent Rental Value shall be determined by such arbitrator. binding arbitration, as follows: (i) The unanimous written decision determination of the two first chosen arbitrators shall be limited to the sole issue of whether Landlord's or Tenant's submitted Fair Market Rental Value is the closest to the actual Fair Market Rental Value as determined by the arbitrators, taking into account the requirements of this Section. (ii) The arbitrators must be licensed real estate appraisers who have been active in the appraisal of commercial office buildings in the Amador County area during the five (5) yeax xxxxod ending on the date of his or the decision her appointment as arbitrators. (iii) Within fifteen (15) days of the firstOutside Agreement Date, if a second arbitrator is not chosen) without selection and participation of a third arbitrator, or otherwise the written decision of a majority of the three arbitrators chosen and selected as provided herein, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each appoint one arbitrator and notify the other party of its chosen the name and address of the arbitrator within fourteen (14) days following the call for arbitration, and, unless such appointed. The two arbitrators shall have within ten (10) days after appointment of the second arbitrator agree on and appoint a third arbitrator, who shall be qualified under the same criteria set forth above. (iv) Within thirty (30) days after the appointment of the third arbitrator, the three (3) arbitrators shall decide whether the Landlord's or the Tenant's submitted Fair Market Rental Value shall be used and shall notify Landlord and Tenant of their decision. The decision of the majority of the three (3) arbitrators shall be binding on Landlord and Tenant. (v) If either reached Landlord or Tenant fails to appoint an arbitrator within fifteen (15) days after the Outside Agreement Date, the arbitrator timely appointed by one of them shall reach a unanimous decision and notify Landlord and Tenant of that decision within thirty (30) days after their designation or jointly selected a third the arbitrator, they 's appointment. The arbitrator's decision shall so notify the then President be binding on Landlord and Tenant. (vi) The losing party shall pay all costs and expenses of the local Real Estate Board and request him to select an impartial third arbitrator to act hereunder, or if such individual does not exist or is unavailable, then they shall apply to a court of competent jurisdiction to select an impartial third arbitrator. Such third arbitrator and the first two chosen shall hear the parties and their evidence and render their decision within thirty (30) days following the conclusion of such hearing and notify Landlord and Tenant thereof. Landlord and Tenant shall bear the expense of the third arbitrator (if any) equally. If the dispute between 4 the parties as to Market Rent shall not have been resolved before the commencement of Tenant's obligation to pay rent based upon Market Rent, then Tenant shall pay rent based upon the Market Rent designated by Landlord until either the agreement of the parties as to the Market Rent or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent to Landlord or Landlord shall refund any overpayment of rent to Tenantarbitration.

Options to Extend Term. Tenant (a) Subtenant shall have two (2) options to extend the term Term of this LeaseSublease upon all of the terms and conditions contained herein, each except that the Base Rent for a the renewal terms shall be ninety-five percent (595%) year period of the "Fair Market Rental Rate" (an as defined below) for the applicable period. The first Option shall be to extend the Term for twenty-four (24) months, and is referred to as the "First Renewal Option." The second Option Periodshall be to further extend the Term to January 24, 2013, and is referred to as the "), provided Second Renewal Option." The First Renewal Option and the Second Renewal Option are collectively referred to as the "Renewal Options." (ab) Tenant Subtenant shall give provide binding written notice to Landlord Sublandlord of its Subtenant's exercise of an option not less either of said Renewal Options ("Subtenant's Renewal Notice") no later than nine (9) months months, nor earlier than twelve (12) months, prior to the expiration of the Lease Term or the first Option Period, as the case may be, (b) no default beyond any applicable grace period in the obligations of Tenant under this Lease shall exist at the time such notice is given and (c) Tenant shall not have been in default under this Lease beyond any applicable grace period on more than two (2) occasions during the entire preceding Lease then-current Term. All Within thirty (30) days after receipt of Subtenant's Renewal Notice, Sublandlord will advise Subtenant of Sublandlord's estimate of the terms and provisions of this Lease shall be applicable during each Option Period except that (a) Tenant shall have no option to extend the term of this Lease beyond the second Option Period and (b) the Base Rent for each Option Period shall be the greater of (i) the Base Rent for the last year of the Lease Term or the first Option Period, as the case may beFair Market Rental Rate. If Subtenant agrees with Sublandlord's estimate, or (iii) if Subtenant fails to respond to Sublandlord's estimate of Fair Market Rent, as defined below, as of the first day of such Option Period. "Market Rent" shall be computed as of the applicable date at the then current rentals being charged to new tenants for comparable space located in comparable buildings, taking into account and giving effect to, in determining comparability, without limitation, such considerations as size, location and condition of premises and lease term. Landlord shall designate Market Rent for the next Option Period Rental Rate within thirty (30) days after Tenantreceipt thereof, Sublandlord's written request, therefor (such request to estimate shall be made no earlier than one (1) year before such Option Period)binding. If Landlord shall not have previously designated Subtenant does so respond and offers a different Fair Market RentRental Rate, after Tenant shall exercise an option to extend for an Option Period, Landlord shall initially designate Market Rent and shall furnish data in support of such designation. If Tenant shall have exercised its option to extend for the Option Period but shall disagree with Landlord's designation of the Market Rent, then Tenant shall have the right, by notice given within fourteen (14) days after Tenant's receipt of Landlord's designation, to submit such Market Rent to arbitration as follows. Market Rent shall be determined by arbitrators, one chosen by Tenant, one chosen by Landlord and a third selected, if necessary, as below provided. All arbitrators selected under this Section shall be experienced real estate appraisers with substantial experience with properties in the vicinity of the Premises. If within fourteen (14) days after Tenant's notice the parties shall are unable to agree upon a single arbitrator or if one party shall fail to select an arbitrator, the arbitrator selected by the other shall be the sole arbitrator, and Fair Market Rent shall be determined by such arbitrator. The unanimous written decision of the two first chosen (or the decision of the first, if a second arbitrator is not chosen) without selection and participation of a third arbitrator, or otherwise the written decision of a majority of the three arbitrators chosen and selected as provided herein, shall be conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify the other of its chosen arbitrator within fourteen (14) days following the call for arbitration, and, unless such two arbitrators shall have either reached a unanimous decision Rental Rate within thirty (30) days after such response by Subtenant (the "Negotiation Period"), then such dispute shall be settled by arbitration as described below. (c) If Sublandlord and Subtenant are unable to agree upon the Fair Market Rental Rate within the Negotiation Period, then the dispute shall proceed to arbitration. The arbitration procedure shall commence when either party submits the matter to arbitration. Not later than ten (10) days after the arbitration procedure has commenced, each party shall appoint an arbitrator and notify the other party of such appointment by identifying the appointee. Each party hereto agrees to select as its respective appointee a licensed real estate broker, who is an individual of substantial experience with respect to office building ownership, management and marketing in Santa Clara County, which person shall not be regularly employed or have bxxx xetained during the last two (2) years as a consultant by the party selecting such person. Neither party may consult directly or indirectly with any arbitrator regarding the Fair Market Rental Rate prior to appointment, or after appointment, outside the presence of the other party. The arbitration shall be conducted under the provisions of the commercial arbitration rules of the American Arbitration Association. Not later than (10) days after both arbitrators are appointed, each party shall separately, but simultaneously, submit in a sealed envelope to each arbitrator their designation separate suggested Fair Market Rental Rate and shall provide a copy of such submission to the other party. The two (2) selected arbitrators, after reviewing such submissions, shall determine whether Sublandlord's or jointly selected a third arbitratorSubtenant's estimate of the Fair Market Rental Rate is closer to the actual Fair Market Rental Rate for the Premises. If both arbitrators agree that one of said declared estimates is closer to the actual Fair Market Rental Rate, they shall so notify declare that estimate to be the then President Fair Market Rental Rate, and their decision shall be final and binding upon the parties. If the two (2) selected arbitrators are unable to agree that one of the local Real Estate Board and request him declared estimates is closer to select an impartial third arbitrator to act hereunderthe actual Fair Market Rental Rate, or if such individual does not exist or is unavailable, then they shall apply to a court of competent jurisdiction to select an impartial third arbitrator. Such third arbitrator and the first two chosen shall hear the parties and their evidence and render their decision within thirty (30) days following after receipt of Sublandlord's and Subtenant's submitted estimates, then the conclusion arbitrators shall inform the parties. Unless the parties shall both otherwise then direct, said arbitrators shall select a third arbitrator, not later than ten (10) days after the expiration of said thirty (30) day period. If no arbitrator is selected within such hearing ten (10) day period, either party may immediately petition a court with appropriate jurisdiction to appoint such third arbitrator. The third arbitrator shall meet the qualifications and notify Landlord restrictions set forth above for the initial arbitrators, and Tenant thereof. Landlord and Tenant shall bear conduct an arbitration pursuant to the expense commercial arbitration rules of the American Arbitration Association. The third arbitrator's decision shall be final and binding as to which estimate (as between Sublandlord's and Subtenant's) of the Fair Market Rental Rate is closer to the actual Fair Market Rental Rate. Such third arbitrator shall make a decision not later than thirty (if any30) equally. If the dispute between 4 the parties as to Market Rent shall not have been resolved before the commencement of Tenant's obligation to pay rent based upon Market Rent, then Tenant shall pay rent based upon the Market Rent designated by Landlord until either the agreement of the parties as to the Market Rent or the decision of the arbitrators, as the case may be, at which time Tenant shall pay any underpayment of rent to Landlord or Landlord shall refund any overpayment of rent to Tenant.days after