Common use of Renewal Options Clause in Contracts

Renewal Options. a. Tenant shall have the right and option to renew the Lease (“Renewal Option”) for two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. Tenant shall have the right and option to renew the Lease (“Renewal Option”) for two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of FranklinMurfreesboro, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. Tenant shall have the right and option to renew the Lease (“Renewal Option”) for two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the prevailing market rental rate for the time period such determination is being made for office space in same class office buildings in the area of FranklinMurfreesboro, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; Basic Rental for the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would subject Option Term shall be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection accordance with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.following:

Renewal Options. a. Tenant shall have (a) Lessor hereby grants to Lessee the right and option to renew extend the term of this Lease for the following periods (each, a “Renewal OptionTerm”): (i) for a period of ten (10) years commencing on the date that is the day after the expiration of the Base Term and ending on the tenth (10th) anniversary of the expiration of the Base Term (the “First Renewal Term”); and (ii) for two additional terms of ten (2) successive renewal periods of five (510) years each (each, an the “Option TermAdditional Renewal Terms”); provided, however, with each Additional Renewal Term commencing on the Renewal Option date that is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at day after the expiration of the current preceding Renewal Term; . (iib) no event has occurred that upon notice or In order to exercise its option to extend this Lease for any Renewal Term, the passage of time would constitute an Event of Default, unless Landlord has given following procedure shall be followed: Lessee shall give Lessor written notice of default and Tenant is diligently attempting its desire to cure such event; and discuss exercising an option to extend the term of this Lease not less than twenty (iii20) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days months prior to the expiration of the Base Term or the then current Renewal Term, as the case may be (a “Pre-Exercise Notice”). Lessee and Lessor shall promptly after Lessor’s receipt of such Pre-Exercise Notice, for a period not in excess of sixty (60) days (the “Pre-Exercise Period”), attempt in good faith to agree to the Base Rent to be paid for the then applicable Renewal Term. If Tenant fails The Base Rent to give notice which the parties will attempt to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations agree shall be governed by the terms and conditions equal to 100% of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental RateValue anticipated to be in effect as of the commencement date of such Renewal Term. On or before the expiration of the Pre-Exercise Period, Lessee may serve Lessor with a notice confirming its intent to renew (the “Intent to Renew Notice”), time being of the essence. If Lessee fails to provide such notice, Lessee will be deemed to have waived its right to renew this Lease. If Lessee delivers its Intent to Renew Notice and the parties have agreed to the Fair Market Rental Rate” shall mean Value during the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitationPre-Exercise Period, the following matters: agreed rent shall become the credit standing Base Rent during the applicable Renewal Term. If Lessee delivers its Intent to Renew Notice but the parties were unable to agree on the Fair Market Rental Value during the Pre-Exercise Period, the Fair Market Rental Value shall be determined by the Appraisal Procedure. Base Rent during each Renewal Term shall be payable monthly in advance. (c) The right of Tenant; Lessee to extend the length term of this Lease for any Renewal Term is contingent upon there not being any Lease Event of Default in existence on the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value date of improvements installed in the Premises at TenantLessee’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes exercise of such calculation, it will only be assumed right or on the date that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Renewal Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termcommences.

Renewal Options. a. (a) Tenant shall have the right and option to renew the this Lease (“Renewal Option”) with respect to the entirety of the Premises (and including, if applicable, the entirety of the Expansion Premises taken pursuant to Rider 2) for two (2) successive renewal periods consecutive additional terms of five (5) years each (each, an each a “Option Renewal Term”); provided, however, the Renewal Option is contingent commencing upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice initial Term or the passage of time would constitute an Event of Defaultfirst Renewal Term, unless as applicable. Each Renewal Option must be exercised, if at all, by written notice given by Tenant to Landlord has given notice of default and Tenant is diligently attempting not later than twelve (12) months prior to cure such event; and (iii) Tenant is occupying the Premises. Following expiration commencement of the final Option Renewal Term. If Tenant properly exercises a Renewal Option, then references in this Lease to the Term allowable hereundershall be deemed to include the Renewal Term. Tenant’s rights under this Section 2.6 shall, at the option of Landlord, be null and void and Tenant shall have no further right to renew this Lease if on the Lease date Tenant exercises a Renewal Option or on the date immediately preceding the commencement date of a Renewal Term (i) a Default beyond the applicable cure period shall have occurred and be continuing hereunder, or (ii) the named Tenant hereunder or pursuant to this Section 5a Permitted Transfer (defined below), a Tenant Affiliate, does not occupy the entire Premises. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180b) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant properly exercises the a Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by such Renewal Term all of the terms and conditions of set forth in this Lease as applicable to the LeasePremises during the initial Term shall apply during the Renewal Term, including without limitation the obligation to pay Rent Adjustments, except as provided otherwise that (i) Tenant shall accept the Premises in this Section. Time is of their then “as-is” state and condition and Landlord shall have no obligation to make or pay for any improvements to the essence in exercising Premises, and (ii) during the Renewal Option. c. The Term the Monthly Base Rental for an Option Term Rent payable by Tenant shall be the Fair Market Rental Rate. Value during the Renewal Term as hereinafter set forth, except that in no event shall Monthly Base Rent during a Renewal Term be (i) less than ninety percent (90%) of the Monthly Base Rent in effect during the month immediately preceding the Renewal Term, or (ii) greater than one hundred fifteen percent (115%) of the Monthly Base Rent in effect during the month immediately preceding the Renewal Term. (c) For purposes of this Section, the term “Fair Market Rental RateValue” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklinrate, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances additional rent adjustment and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, charges and lease assumptions and take over provisionsincreases, if any, but specifically excluding the value for space comparable in size, location and quality of improvements installed in the Premises at Tenant’s cost)under primary lease (and not sublease) to new or renewing tenants, and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof a comparable term with base rent adjusted for the Option Term relative tenant improvement allowance, if applicable and taking into consideration such amenities as existing improvements, view, floor on which the Premises are situated and the like, situated in question)comparable science/laboratory buildings in Emeryville or Berkeley. For purposes of such calculation, it will only be assumed that Landlord is paying a representative of The Fair Market Value shall not take into account any Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option TermAlterations or other improvements paid for by Tenant.

Renewal Options. a. Provided that Tenant is not in default under this Lease, Tenant shall have the right and option to renew extend the Initial Term of this Lease perpetually, for renewal term(s) of one (“Renewal Option”1) for two (2) successive renewal periods of five (5) years year each (each, an “Option a "Renewal Term”); provided, however, the Renewal Option is contingent ") upon the following: (i) there is not an Event written mutual agreement of Default beyond all applicable cure period(s) at the time Tenant gives both Landlord notice of and Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option its option to renew by giving Landlord written notice at least one hundred eighty (180) not less than 90 days prior to the expiration of the current TermInitial Term or the Renewal Term then in effect as the case may be. If Tenant fails to give exercise its options in the time periods or in the manner provided herein, such options shall be deemed to have lapsed, terminated and shall be of no further force or effect without any further action or notice required on the part of Landlord; provided, however, before such termination becomes effective, Landlord shall first make a good faith effort to Landlord prior notify Tenant of Tenant's failure to the 180-day period, then timely exercise an option to renew and Tenant shall forfeit then have fifteen days from receipt of Landlord's notice within which to provide the Renewal Option. If Tenant exercises the Renewal Optionnotice of exercise of such renewal which, if then during the Option Termtimely provided, Landlord and Tenant’s respective rights, duties and obligations shall be governed by deemed an effective renewal of this Lease. All of the terms and conditions of this Lease shall remain in full force and effect during any Renewal Term(s). If Tenant exercises its options as set forth herein, the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term Termination Date shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length last day of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant Renewal Term then in the Area (such effect, unless sooner terminated as moving expense allowanceprovided herein. The Initial Term of this Lease, free rent periods, and lease assumptions and take over provisionsas extended by any Renewal Term(s), if anyapplicable, but specifically excluding shall hereinafter be referred to as the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option "Term.”

Renewal Options. a. Tenant shall have two successive options to extend the right and option to renew the Term of this Lease for an additional five years (“Renewal Option”60 months) for two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: following terms: (ia) there is not an Event of Default beyond all applicable cure period(s) at the time Each such option may be exercised by Tenant gives Landlord only by written notice of Tenant’s intention exercise to exercise the Renewal Option or at the expiration of the current Term; Landlord no earlier than nine (ii9) months and no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and later than six (iii6) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days months prior to the expiration of the current then-effective Term. If Tenant fails to give notice to Landlord prior to . (b) Upon such exercise, the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations parties shall be governed by obligated under all the terms and conditions of this Lease through the Leaseextended Term, except as provided otherwise in this Section. Time is that Monthly Rent during the extension of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be equal to the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the fair market rental rate rent for the time period Premises. (c) Within 20 days of Tenant’s notice of exercise, Landlord shall propose a fair market Monthly Rent for the extended Term. The parties shall negotiate in good faith, but if they are unable to agree upon such Monthly Rent by 30 days after the delivery of Landlord’s proposal, then either party may elect to cause such Monthly Rent to be determined by reference to the appraised fair market rent. Such election shall be made by such party by notice to the other party, including in such notice the designation of an appraiser. The other party may accept such appraiser or designate another appraiser within 10 days of such notice. If it does not designate another appraiser in such period, it shall be deemed to have accepted the first appraiser. If a second appraiser is designated, the two appraisers shall promptly appoint a third appraiser. (d) Each appraiser shall determine the fair market rent for the Premises for the extended Term by reference to all factors deemed appropriate in his or her professional opinion, and notify the parties within 30 days of the date of appointment of the last appraiser of such fair market rent. The Monthly Rent for the extended Term shall be calculated by reference to the fair market monthly rent determined by the single appraiser or, if there are three appraisers, the mean average of the two closest fair market monthly rents. There shall be no pre-set floor or ceiling on the appraisers’ determination is being made for of Monthly Rent. (e) All appraisers under this appraisal provision shall be independent certified professional appraisers with at least five years’ experience appraising office space in same class office buildings properties/business park complexes in the area North San Xxxx area. If there are three appraisers, each party shall pay for the cost of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, its designated appraiser and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length 50% of the term; cost of the fact that third appraiser. If there is only one appraiser, each party shall pay 50% of the cost of such appraiser. (f) Tenant may not exercise its option to renew the Term if at the time of exercise an Event of Default has occurred and is continuing under this Lease. If an Event of Default has occurred and is continuing at the commencement of the extended Term, Landlord will experience no vacancy period and that Tenant will not suffer may, in addition to its other remedies under this Lease, elect to terminate such extension by notice in writing to Tenant, whereupon the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable Term shall expire without any such extension. (g) The renewal options are personal to Tenant in and are not transferable via assignment of the Area (such as moving expense allowanceLease or otherwise, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission except to a representative of Tenant in connection with the applicable Option TermPermitted Transferee.

Renewal Options. a. (a) Tenant shall have the right and option to renew the this Lease (“Renewal Option”) with respect to the entirety of the Premises for two (2) successive renewal periods consecutive additional terms of five (5) years each (each, an each a “Option Renewal Term”), commencing upon expiration of the initial Term or the first Renewal Term, as applicable. Each Renewal Option must be exercised, if at all, by written notice given by Tenant to Landlord not earlier than eighteen (18) months and not later than twelve (12) months prior to commencement of the Renewal Term. If Tenant properly exercises a Renewal Option, then references in this Lease to the Term shall be deemed to include the Renewal Term. Tenant’s rights under this Section 2.6 shall, at the option of Landlord, be null and void and Tenant shall have no right to renew this Lease if on the date Tenant exercises a Renewal Option or on the date immediately preceding the commencement date of a Renewal Term a Default beyond the applicable notice and cure period shall have occurred and be continuing hereunder; provided, however, if Tenant cures such Default within the applicable periods provided under this Lease, then the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5be reinstated. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180b) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant properly exercises the a Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by such Renewal Term all of the terms and conditions of the Lease, except as provided otherwise set forth in this Section. Time is of Lease as applicable to the essence in exercising Premises during the initial Term shall apply during the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factorsTerm, including, without limitation, the following matters: obligation to pay Rent Adjustments, except that (i) Tenant shall accept the credit standing of Tenant; Premises in their then “as-is” state and condition, and Landlord shall have no obligation to make or pay for any improvements to the length Premises, and (ii) during the Renewal Term the Monthly Base Rent payable by Tenant shall be the Fair Market Value during the Renewal Term as hereinafter set forth, except that in no event shall Monthly Base Rent during a Renewal Term be less than one hundred percent (100%) of the term; Monthly Base Rent in effect during the fact that Landlord will experience no vacancy period month immediately preceding the Renewal Term. (c) For purposes of this Section, the term “Fair Market Value” shall mean the base rental rate, including periodic rent adjustment, for space comparable in size, location and that Tenant will quality of the Premises under primary lease (and not suffer sublease) to new or renewing tenants, for a comparable term with base rent adjusted for the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other relative tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense improvement allowance, free rent periodsif applicable, and lease assumptions taking into consideration such amenities as existing improvements and take over provisions, if any, non-removable fixtures in place at the time of such renewal (but specifically excluding not including the value of improvements installed in any Tenant Alterations made to the Premises at following the Rent Commencement Date and the completion of Tenant’s costinitial build-out), view, floor on which the Premises is situated and whether adjustments are then being made the like, situated in determining the rental rates for renewals comparable science/laboratory buildings in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option TermEmeryville and Berkeley.

Renewal Options. a. Provided Tenant is not in default of any of the provisions of this Lease, Tenant may renew this lease as described below: (b) If a Renewal Option is set forth in paragraph 36 (a) above, then this Lease will be automatically renewed and extended for the term set forth in the Renewal Option unless Tenant gives to Landlord, at least ninety (90) days before the term of this Lease (or any renewal or extension) expires, written notice that this Lease shall not be so renewed. If there is no Renewal Option set forth above, or if any and all Renewal Options have been exercised or renewed, then this Lease will be automatically renewed for successive Terms of one (1) year each unless Tenant give to Landlord, at least ninety (90) days before the Term of this Lease (or any renewed or extended Term) expires, written notice that this Lease shall not be so renewed. Notwithstanding the above, Landlord shall have the right and option to renew prevent any automatic renewal of this Lease, by giving Tenant written notice of termination of the Lease (“Renewal Option”) for two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration end of the then current Term; (ii) no event has occurred that upon term, which notice or the passage of time would constitute an Event of Default, unless Landlord has shall be given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty thirty (18030) days prior to the expiration end of the current Lease Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Each extended Term shall be upon the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklinterms, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utilitycovenants, and location. Such determination shall take into account all relevant factorsconditions as provided in this Lease, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option rent and any additional rent during any extended Term to be adjusted in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection accordance with the applicable Option TermTerms of this Lease. 37- ADDENDUM. (a) Exhibit “A”, “Rules and Regulations”, as per Paragraph 27 hereof. (b) Security Deposit transferred from prior lease. TENANT INITIALS /s/ LW 7

Renewal Options. a. (a) Landlord hereby grants Tenant shall have the right and option to renew (the Lease (“Renewal Option”) the Initial Term (not to include, for two purposes of this Section, the Renewal Terms, as hereinafter defined) for four (24) successive renewal periods additional terms of five sixty (560) years months each (each, an a “Option Renewal Term” and collectively, the “Renewal Terms”), commencing as of the date immediately following the expiration of the then-current Term, such option to be subject to the covenants and conditions set forth in this Section. (b) Tenant shall give Landlord written notice (the “Renewal Notice”) of Tenant’s election to exercise its Renewal Option not later than twelve (12) months prior to the expiration of the then-current Term; providedprovided that Tenant’s failure to give the Renewal Notice by said date, howeverwhether due to Tenant’s oversight or failure to cure any existing defaults or otherwise, shall render the Renewal Option is contingent upon the following: null and void and of no further force or effect. (ic) there is Tenant shall not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention be permitted to exercise the Renewal Option or at any time during which Tenant is in default under this Lease, subject to applicable notice and grace periods. If Tenant fails to cure any default under this Lease prior to the commencement of the upcoming Renewal Term, subject to applicable notice and grace periods, the Renewal Terms shall be immediately cancelled, unless Landlord elects to waive such default, and Tenant shall forthwith deliver possession of the Premises to Landlord as of the expiration or earlier termination of the then-current Term of this Lease. (d) Tenant shall be deemed to have accepted the Premises in “as-is” condition as of the commencement of each Renewal Term; , subject to any other repair and maintenance obligations of Landlord under this Lease, it being understood and agreed that Landlord shall have no additional obligation to renovate or remodel the Leased Premises or any portion of the Project as a result of Tenant’s renewal of this Lease. (e) The covenants and conditions of this Lease in force during the Initial Term, as the same may be modified from time to time, shall continue to be in effect during the Renewal Terms, except as follows: (i) The “Commencement Date” and “Rent Commencement Date” for the purpose of this Lease shall be the first day of the applicable Renewal Term. (ii) no event has occurred that upon notice or The Base Rent for the passage first year of time would constitute each Renewal Term shall be an Event amount equal to the Base Rent for the immediately prior year, plus ten (10%) percent, which Base Rent shall then remain fixed for the remainder of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and the applicable Renewal Term. (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunderfourth Renewal Term, Tenant shall have no further right to renew the Lease pursuant to or extend this Section 5Lease. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. So long as Tenant shall have is not in default under the terms of this Lease, Landlord does hereby grant to Tenant the right and option to extend and renew the fifteen (15) year Term of this Lease (“Renewal Option”herein called the "Initial Term") for two three (23) successive renewal periods additional period(s) of five (5) years each (eachherein the "Renewal Term(s)"), an “Option beginning on the date immediately following the Expiration Date of the Initial Term or the preceding Renewal Term”); provided, howeveras appropriate, the Renewal Option is contingent upon the following: same terms, conditions, covenants and provisions as are provided in this Lease (i) there is not an Event except the Rent, which will be subject to adjustment as provided in Section 4.02 hereof). Unless in respect of Default beyond all applicable cure period(s) at each Renewal Term Landlord or Tenant notifies the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Defaultother party, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (1801) days year prior to the expiration of the current Initial Term or Renewal Term then in effect, of its intent not to extend and renew the Term of this Lease, then the Tenant shall be deemed to have exercised its Renewal Option in respect of that Renewal Term. If Tenant fails the Renewal Option is exercised as provided herein, then this Lease shall be amended to give notice reflect the changes which will result from such extension of the Term of this Lease, including the modification to Landlord prior all references in the Lease to the 180-day period"Term" thereof (as defined in Section 3.01) to include the Renewal Term as well as the Initial Term. IV -- RENT ---------- 4.01 RENT. MONTHLY RENT. Commencing on January 31, then 1999, Tenant shall forfeit pay to Landlord, as Rent for the Renewal Option. If Tenant exercises Premises, the Renewal Optionannual sum specified in Item E of the Basic Lease Provisions, then payable in equal consecutive monthly installments as specified in Item F of the Basic Lease Provisions, in advance, on or before the first day of each and every calendar month during the Option TermTerm of this Lease; provided, Landlord and Tenant’s respective rightshowever, duties and obligations that if the Expiration Date shall be governed by a day other than the terms and conditions first day of a calendar month, the Rent installment for such last fractional month shall be prorated on the basis of the Lease, except as provided otherwise number of days during the month this Lease was in this Section. Time is effect in relation to the total number of the essence days in exercising the Renewal Optionsuch month. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. If there is no then existing event of default by Tenant under the terms of this Lease, Tenant may extend the Lease Term by five (5) years ("Renewal Term") by giving written notice to Landlord ("Renewal Notice") at least 12 months prior to the termination of the original Lease Term. If Tenant exercises its option to renew this Lease for five (5) years, the Base Rental Rate for the five (5) year renewal period shall be an agreed upon amount greater than or equal to $13.00 per annum, per square foot of Rentable Floor Area of Demised Premises but less than or equal to $16.00 per annum, per square foot of Rentable Floor Area of Demised Premises. If Landlord and Tenant cannot agree by the end of the first month of the tenth Lease Year on the amount of Base Rental Rate for the Renewal Term, Tenant may give Landlord written notice by the end of the second month of the tenth Lease Year that it accepts a Base Rental Rate of $16.00 per annum, per square foot of Rentable Floor Area of Demises Premises. If Landlord and Tenant do not agree on the Base Rental Rate and Tenant fails to timely give such notice, the Renewal Option shall be deemed terminated. In the event of the exercise of the Renewal Option, Landlord will provide a "Construction Allowance" equal to $5.00 per square foot of Rentable Floor Area of Demised Premises. Such Construction Allowance shall be administered in a manner consistent with Exhibit "D" of this Lease (but Landlord shall have no obligation to perform the work described in Paragraph 3(b) of Exhibit "D-1") and Tenant may also receive reimbursement from such Construction Allowance (upon presentation of valid, paid invoices) for permanent leasehold improvements constructed by Tenant in the Demised Premises at any time from and after the beginning of the eighth Lease Year. Landlord shall not be required to undertake any work other than work to be paid for from such Construction Allowance remaining after the above reimbursements to Tenant or paid for by Tenant. Tenant agrees to pay landlord's construction management fees in the same percentage amount set forth in Exhibit "D" with respect to the renewal work. The other terms of the Lease will remain unchanged during the Renewal Term. Tenant's option is to renew the Lease under the terms and conditions described herein for the entire Demised Premises, including Expansion Space and First Offer Space. Tenant shall not have the right and an option to renew the Lease (“Renewal Option”) Term only for two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration a portion of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Demised Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. Tenant shall have the right and option to renew the Lease (“Renewal Option”) for two (2) successive renewal consecutive options (the "Renewal Options") to extend the Lease Term for consecutive periods of five (5) years each (eachthe "First and Second Renewal Periods" respectively). The rental rate for each Renewal Period shall be equal to the prevailing market rent for properties similar to the Building in quality, an “Option Term”); providedsize, however, location and use in Miami Florida on the date of the exercise of the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration Option, taking into account size and location of the current Term; (ii) no event has occurred that upon notice or Premises, any rent concessions, moving concessions, tenant allowances, and brokerage commissions prevailing in the passage of time would constitute an Event of Defaultmarket at such time, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration as well as Tenant's creditworthiness, length of the final Option Term allowable hereunderterm, Tenant shall have no further right and extent of services provided or to renew the Lease pursuant to this Section 5. b. be provided. Tenant shall exercise the Renewal Option by giving Landlord notice at least its option rights not later than one hundred eighty (180) days prior to before the expiration date of the then current Lease Term. If Landlord shall provide Tenant fails to give with its determination of the prevailing market rent within ten (10) days after receipt of Tenant's notice to exercise its Renewal Option. Tenant shall have twenty (20) days after receipt of Landlord's notice in which to notify Landlord prior of any objection thereto. In the event Tenant notifies Landlord of its objection to `the 180-computation of such rental rate, then the parties shall negotiate in good faith for a period not to exceed thirty (30) days in order to come to agreement thereon. In the event the parties are unable to agree upon such rate within' such thirty (30) day period, then Tenant shall forfeit have the right, via written notice to Landlord within 10 days thereafter, to either revoke its exercise of the Renewal Option. If Tenant exercises Option or to have the Renewal Optionmatter submitted to arbitration as follows: Each party shall select at its sole cost and expense, then during within ten (10) days thereafter, an arbitrator with at least five (5) years of experience in the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions valuation of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area Miami area. Each such arbitrator shall submit its valuation of Franklinthe prevailing market rental rate in accordance herewith within ten (10) days after selection, Tennessee and if the valuations are within ten percent (the “Area”10%) of comparable condition for space of equivalent qualityeach other, size, utility, and location. Such determination then the valuations shall take into account all relevant factors, including, without limitation, be averaged together to arrive at the following matters: the credit standing of Tenant; the length prevailing market rent of the term; Premises. In the fact that Landlord will experience no vacancy period and that Tenant will not suffer event the costs and business interruption associated with moving its offices and negotiating valuations have a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area disparity greater than ten percent (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost10%), and whether adjustments are then being made the arbitrators shall select a third arbitrator, who shall submit his/her valuation in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection accordance with the Option Term in question if Landlord is in fact paying a brokerage commission foregoing within ten (10) days after selection. The two valuations which are the closest to a representative each other shall then be averaged together to arrive at the prevailing market rate. The cost of Tenant in connection with the applicable Option Termthird arbitrator shall be shared by the parties.

Renewal Options. a. 26.1 Tenant shall have is hereby granted the right and option to renew the Lease (“Renewal Extension Option”) to extend the term of the Lease for up to two (2) successive renewal consecutive periods of five (5) years Lease Years each (each, an respectively “Option First Extension Term” and “Second Extension Term”); provided. Each Extension Option may be exercised only by giving Landlord irrevocable and unconditional written notice thereof no earlier than eighteen (18) months and no later than nine (9) months prior to the commencement of the Extension Term. Tenant may not exercise the Extension Option if Tenant is in default under the Lease beyond the expiration of any applicable cure period either at the date of said notice or at any time thereafter prior to commencement of an Extension Term. Upon exercise of the Extension Option, howeverall references in the Lease to the Term shall be deemed to be references to the Term as extended pursuant to the Extension Option. 26.2 Each Extension Term shall be on the same terms, covenants and conditions as are contained in the Renewal Option is contingent upon the following: Lease, except that (i) there is not an Event of Default beyond all applicable cure period(s) at no additional extension option shall be conferred by the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; Extension Option, (ii) no event has occurred that upon notice or Base Rent applicable to the passage of time would constitute an Event of DefaultPremises for each Extension Term shall be determined as provided below, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying any initial rent abatement, concession or allowance which are in the Premisesnature of economic concessions or inducements shall not be applicable to any Extension Term. Following expiration of the final Option Term allowable hereunderIn addition to Base Rent, Tenant shall have no further right to renew the Lease pursuant to pay Additional Rent, and other Rent during each Extension Term as provided in this Section 5Lease. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration 26.3 Base Rent per annum per rentable square foot of the current Term. If Tenant fails to give notice to Landlord prior to Premises for the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Extension Term shall be one hundred percent (100%) of the Fair Current Market Rental RateRate for lease terms commencing on or about the date of commencement of the Extension Term. The term “Fair Current Market Rental Rate” shall mean means the market prevailing net rental rate per rentable square foot under office leases recently executed for the time period such determination is being made for office comparable space in same class office the Building and in comparable buildings in the area in which the Building is located. The determination of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination Current Market Rate shall take into account all relevant factors, including, without limitationconsideration that this is a net lease; any differences in the size of space being leased, the following matters: location of space in the credit standing building and the length of lease terms; any differences in definitions of rentable square feet or rentable area with respect to which rental rates are computed; the value of rent abatements, allowances (for demolition, space planning, architectural and engineering fees, construction, moving expenses or other purposes), the creditworthiness of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant pertinent factors. The Current Market Rate may include an escalation of a fixed net rental rate (based on a fixed step or index) then prevailing in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termmarket.

Renewal Options. a. SECTION 31.1. Provided that the Tenant is not in default with respect to any of its obligations to the Landlord under and pursuant to the terms and conditions of this Lease at the time each Option (as such term is hereinafter defined) is to be exercised, the Tenant shall have the right and option to renew the this Lease (“Renewal Option”) for two (2) successive renewal periods of additional five (5) years year periods [the option with respect to each additional five (each5) year period is referred to herein as an "OPTION" and, collectively, all of the options granted herein are referred to as the "OPTIONS"] as follows: OPTION PERIOD 1 shall commence on July 1, 2002 and shall continue up to and including June 30, 2007. OPTION PERIOD 2 shall commence on July 1, 2007 and shall continue up to and including June 30, 2012. (each of the aforementioned option periods is individually referred to herein as an “"OPTION PERIOD" and, collectively, all of the aforementioned Option Term”Periods are referred to herein as "OPTION PERIODS"); provided, however, SECTION 31.2. Each Option granted to the Renewal Option is contingent upon Tenant pursuant to the following: (i) there is not an Event provisions of Default beyond all applicable cure period(s) at Section 31.1 hereof shall be exercised by the time Tenant gives giving written notice to the Landlord notice of the Tenant’s intention 's intent to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one not less than one-hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord Initial Term or not less than one-hundred eighty (180) days prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during expiration of the Option TermPeriod which is then in effect, Landlord and Tenant’s respective rights, duties and obligations shall be governed by as the terms and conditions of the Lease, except as provided otherwise in this Sectioncase may be. Time is of the essence in exercising the Renewal Optionexercise of the Options and should Tenant fail to exercise any of said Options by timely notice, said Options shall lapse and be of no further force or effect. c. The Base Rental for an SECTION 31.3. In the event that the Tenant exercises the Option Term with respect to any Option Period, the Landlord and the Tenant hereby agree that this Lease shall be continue in full force and effect and remain unamended during the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, includingapplicable Option Period AND specifically, without limitation, that the following matters: Fixed Rent payable by the credit standing of Tenant; Tenant to the length of Landlord during such Option Period shall be increased on each anniversary date from and after the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant Commencement Date in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection accordance with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative provisions of Tenant in connection with the applicable Option TermArticle 8 hereof.

Renewal Options. a. (a) Tenant shall have has the conditional right and option to renew extend the Term of the Lease (“Renewal Option”) for two (2) successive renewal periods additional terms (the "First Option Term" and the "Second Option Term," respectively) of five (5) years each beyond the initial Term or the First Option Term (each, an “Option Term”); provided, however, as the Renewal Option is contingent case may be) at the Base Rent set forth in paragraph (b) below and upon the following: same terms and conditions set forth herein (except that there will be no further privilege of extension), provided that the following conditions are met: (i) there is not an Event Tenant notifies Landlord of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention its election to exercise the Renewal Option or at the expiration right of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice renewal granted hereby at least one hundred eighty nine (1809) days months and no more than twelve (12) months prior to the expiration of the current initial Term (defined in Section 1.24 hereof) or the First Option Term (as the case may be); (ii) at the time of the exercise of such right and for the remainder of the Term thereafter, there is no existing default which is not remedied within the applicable cure periods set forth in this Lease; (iii) the Lease has not terminated prior to the commencement of the applicable Option Term; and (iv) at the time of the exercise of such option and for the remainder of the Term thereafter, the original named Tenant is in possession of and occupying the entire Premises [it being the intent of the parties that this option is personal to the original named Tenant hereunder (i.e., it does not inure to the benefit of any subsequent Tenant, subtenant or assignee of the Lease) and if such original named Tenant is no longer in possession of and occupying the entire Premises, then this option is void]. (b) During the applicable Option Term, Tenant shall pay Landlord Base Rent equal to the Fair Market Rent (defined below), including escalations, for the Premises for such Option Term. The "Fair Market Rent," as used in this Section, shall mean the market annual base rental rate (plus any market appropriate annual escalations thereof) for comparable space in the Sterling, Virginia market for the applicable Option Term, taking into account all appropriate factors. Within thirty (30) days of Landlord's receipt of Tenant's notice of its exercise of the option, Landlord shall notify Tenant of the Base Rent applicable to the Option Term in question based upon the foregoing parameters. If Tenant notifies Landlord in writing within ten (10) business days of Tenant's receipt of Landlord's notice that Tenant agrees with Landlord's determination of the Fair Market Rent, then, provided the foregoing conditions thereto are met, the Term shall be extended for five (5) years beyond the Expiration Date. If Tenant disagrees with Landlord's determination of the Base Rent applicable to said Option Term, Tenant shall notify Landlord of such disagreement within ten (10) business days of Tenant's receipt of Landlord's notice. If Tenant fails to give notice to notify Landlord prior to within such ten (10) business day period that Tenant agrees or disagrees with Landlord's determination of the 180-day periodBase Rent, then Tenant shall forfeit be deemed to disagree with such determination, and in the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, event of such disagreement or deemed disagreement Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer negotiate in good faith to determine the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available appropriate Base Rent applicable to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the said Option Term in question)accordance with the foregoing parameters. For purposes In the event that the parties cannot agree upon the appropriate Base Rent within sixty (60) days of such calculationTenant's exercise of the option, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Base Rent applicable to the Option Term in question if Landlord is will be determined in fact paying a brokerage commission to a representative of Tenant in connection accordance with the applicable Option Term.following terms, the results of which shall be binding upon the parties:

Renewal Options. a. Provided Tenant is not in default of any of the provisions of this Lease, Tenant may renew this lease as described below: (b) If a Renewal Option is set forth in paragraph 36 (a) above, then this Lease will be automatically renewed and extended for the term set forth in the Renewal Option unless Tenant gives to Landlord, at least ninety (90) days before the term of this Lease (or any renewal or extension) expires, written notice that this Lease shall not be so renewed. If there is no Renewal Option set forth above, or if any and all Renewal Options have been exercised or renewed, then this Lease will be automatically renewed for successive Terms of one (1) year each unless Tenant give to Landlord, at least ninety (90) days before the Term of this lease (or any renewed or extended Term) expires, written notice that this Lease shall not be so renewed. Notwithstanding the above, Landlord shall have the right and option to renew prevent any automatic renewal of this Lease, by giving Tenant written notice of termination of the Lease (“Renewal Option”) for two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration end of the then current Term; (ii) no event has occurred that upon term, which notice or the passage of time would constitute an Event of Default, unless Landlord has shall be given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty thirty (18030) days prior to the expiration end of the current Lease Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Each extended Term shall be upon the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklinterms, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utilitycovenants, and location. Such determination shall take into account all relevant factorsconditions as provided in this Lease, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option rent and any additional rent during any extended Term to be adjusted in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection accordance with the applicable Option TermTerms of this Lease. 37- ADDENDUM. (a) Exhibit “A”, “Rules and Regulations”, as per Paragraph 27 hereof. (b) Security Deposit transferred from prior lease.

Renewal Options. a. (a) Tenant shall have the right and option (hereinafter referred to as the "Renewal Options") to renew the Lease (“Renewal Option”) this lease for two (2) successive renewal periods terms of ten (10) years each on the terms and conditions hereinafter contained. Tenant shall exercise the applicable renewal option by sending written notice thereof (each of which notices is hereinafter referred to as a "Renewal Notice") to Landlord by certified mail, return receipt requested, on or before the day which shall be twelve (12) months next preceding last day of the original term of this lease or the last day of the first renewal term, as the case may be. If Tenant shall send a Renewal Notice within the time and in the manner hereinbefore provided, this Lease shall be deemed renewed for the applicable renewal term (hereinafter collectively referred to as the "Renewal Terms") upon the terms, covenants and conditions hereinafter contained. (b) The Renewal Terms, if any, shall be upon, and subject to, all of the terms, covenants and conditions provided in this Lease for the original term hereof, except that: (i) Any terms, covenants, or conditions hereof that are expressly or by their nature inapplicable to the Renewal Terms or either of them (including, without limitation, Articles 50, 51 and 52 hereof) shall not apply during the Renewal Terms; (ii) The annual fixed rent payable by Tenant during each Renewal Term (hereinafter referred to as the "Renewal Rent"), subject to adjustment as otherwise in this Lease provided, shall be an amount equal to the fair market rental value of the Demised Premises, to be determined as provided in Section 54(c) hereof and to be calculated as of the "Determination Date" (as defined in Section 54(c)) on the basis of a new ten (10) year letting of the Demised Premises; (c) In the event that Tenant shall exercise either or both renewal options as provided in Section 54 (a) hereof, the Renewal Rent for each renewal term shall be determined jointly by Landlord and Tenant, and such determination shall be confirmed in a writing (hereinafter referred to as a "Rental Agreement") to be executed by Landlord and Tenant not later than the day (hereinafter referred to as the "Determination Date") which shall be ninety (90) days next preceeding the expiration of the original term of this Lease or the expiration of the first renewal term as the case may be. In the event that Landlord and Tenant shall have failed to join in executing a Rental Agreement on or before the Determination Date because of their failure to agree upon the Renewal Rent then the Renewal Rent shall be determined by arbitration as follows: (i) Landlord and Tenant shall each appoint an arbitrator by written notice given to the other party hereto not later than thirty (30) days after the Determination Date. If either Landlord or Tenant shall have failed to appoint an arbitrator within such period of time and thereafter shall have failed to do so by written notice given within a period of five (5) years each days after notice by the other party requesting the appointment of such arbitrator, then such arbitrator shall be appointed by the American Arbitration Association or its successor (eachthe branch office of which is located in or closest to the Township of Roxbury, an “Option Term”); providedState of New Jersey, howeverupon request of either Landlord or Tenant, as the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; case may be; (ii) no The two (2) arbitrators appointed as above provided shall attempt to reach an agreement as to the Renewal Rent and in the event has occurred that upon they are unable to do so within thirty (30) days after their joint appointment, then they shall appoint a third (3rd) arbitrator by written notice or given to both Landlord and Tenant, and, if they fail to do so by written notice given within sixty (60) days after their appointment, such third (3rd) arbitrator shall be appointed as above provided for the passage appointment of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting arbitrator in the event either party fails to cure such event; and do so; (iii) Tenant is occupying the Premises. Following expiration All of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations such arbitrators shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.M.A.I.

Renewal Options. a. Tenant shall have (a) Lessor hereby grants to Lessee the right and option to renew extend the term of this Lease for the following periods (“each, a "Renewal Option”Term"): (i) for a period of ten (10) years commencing on the date that is the day after the expiration of the Base Term and ending on the tenth (10th) anniversary of the expiration of the Base Term (the "First Renewal Term"); and (ii) for two additional terms of ten (2) successive renewal periods of five (510) years each (eachthe "Additional Renewal Terms"), an “Option Term”); provided, however, with each Additional Renewal Term commencing on the Renewal Option date that is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at day after the expiration of the current preceding Renewal Term; . (iib) no event has occurred that upon notice or In order to exercise its option to extend this Lease for any Renewal Term, the passage of time would constitute an Event of Default, unless Landlord has given following procedure shall be followed: Lessee shall give Lessor written notice of default and Tenant is diligently attempting its desire to cure such event; and discuss exercising an option to extend the term of this Lease not less than twenty (iii20) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days months prior to the expiration of the Base Term or the then current Renewal Term, as the case may be (a "Pre-Exercise Notice"). Lessee and Lessor shall promptly after Lessor's receipt of such Pre-Exercise Notice, for a period not in excess of sixty (60) days (the "Pre-Exercise Period"), attempt in good faith to agree to the Base Rent to be paid for the then applicable Renewal Term. If Tenant fails The Base Rent to give notice which the parties will attempt to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations agree shall be governed by the terms and conditions equal to 100% of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental RateValue anticipated to be in effect as of the commencement date of such Renewal Term. “On or before the expiration of the Pre-Exercise Period, Lessee may serve Lessor with a notice confirming its intent to renew (the "Intent to Renew Notice"), time being of the essence. If Lessee fails to provide such notice, Lessee will be deemed to have waived its right to renew this Lease. If Lessee delivers its Intent to Renew Notice and the parties have agreed to the Fair Market Rental Rate” shall mean Value during the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitationPre-Exercise Period, the following matters: agreed rent shall become the credit standing Base Rent during the applicable Renewal Term. If Lessee delivers its Intent to Renew Notice but the parties were unable to agree on the Fair Market Rental Value during the Pre-Exercise Period, the Fair Market Rental Value shall be determined by the Appraisal Procedure. Base Rent during each Renewal Term shall be payable monthly in advance. (c) The right of Tenant; Lessee to extend the length term of this Lease for any Renewal Term is contingent upon there not being any Lease Event of Default in existence on the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value date of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes Lessee's exercise of such calculation, it will only be assumed right or on the date that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Renewal Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termcommences.

Renewal Options. a. Tenant Provided that Subtenant is not then in default of this Sublease as of the date of the applicable Renewal Notice and the commencement of the applicable Renewal Term (and has not ever been in default of this Sublease beyond any applicable notice and cure period), Subtenant shall have the right and option to renew the Lease successive options (each, a “Renewal Option”) to extend the term of this Sublease for two three (23) successive renewal additional periods of five one (51) years year each (each, an a “Option Renewal Term”); provided) on the same terms and conditions of this Sublease as are provided for in the initial term of this Sublease, howeverexcept as provided below in this Section 16.4, the and without any free rent periods or tenant improvement allowances. Each Renewal Option is contingent Term shall commence upon the following: (i) there is not an Event date of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current initial term of this Sublease or prior Renewal Term; , as the case may be. To exercise its Renewal Option, Subtenant must give written notice (iieach, a “Renewal Notice”) no event has occurred to Sublandlord that upon notice or Subtenant is exercising its applicable Renewal Option at least twelve (12) months (but not earlier than eighteen (18) months) before the passage date of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunderinitial term of this Sublease or prior Renewal Term, Tenant as the case may be. Once such notice is delivered to Sublandlord, such notice shall be irrevocable by Subtenant. Time is of the essence with respect to the giving of each Renewal Notice. Upon the giving of the last Renewal Notice for a Renewal Term, or upon the failure of Subtenant to timely give a Renewal Notice, Subtenant shall have no further right or option to extend or renew the Lease term of this Sublease. Tenant acknowledges and agrees that notwithstanding anything to the contrary in this Sublease, the right to exercise each Renewal Option shall not extend to any assignee (other than an assignee pursuant to this a Permitted Transfer (as that term is defined in Section 5. b. Tenant shall 12.6 of the Original Xxxxxxxxx) or sub-subtenant of Subtenant, or to any space assigned or sub-subleased by Subtenant, and any attempt to exercise the any 126547966 v6 Renewal Option by giving Landlord notice at least one hundred eighty any such assignee or sub-subtenant, or by Subtenant in connection with such assigned or sub-subleased space, shall be deemed null and void. The applicable Renewal Option may be exercised with respect to the entire Sublease Premises only. Notwithstanding anything to the contrary contained herein, Subtenant shall only have the right to exercise the second (1802nd) days and third (3rd) Renewal Options if Sublandlord mutually agrees to such renewal in writing. Commencing no sooner than eighteen (18) months prior to the expiration of the current Term. If Tenant fails 1st Renewal Term or the 2nd Renewal Term (as the case may be), Subtenant shall have the right to give notice request Sublandlord’s intention as to Landlord whether or not Sublandlord will approve the 2nd and 3rd Renewal Options and, if Sublandlord shall fail to respond by the twelfth (12th) month prior to the 180-day periodcommencement of the applicable 2nd or 3rd Renewal Term (or if Sublandlord otherwise notifies Subtenant that the second (2nd) and/or third (3rd) Renewal Options are not agreeable to Sublandlord), then Tenant Sublandlord shall forfeit be deemed to have rejected Subtenant’s request and Subtenant shall have no right to the applicable Renewal Option for the 2nd or 3rd Renewal Term (and if Sublandlord rejects or is deemed to reject Subtenant’s request for the 2nd Renewal Term, then Subtenant shall have no right with respect to a Renewal Option for either the 2nd or 3rd Renewal Term). The Sublease Base Rental Rate for the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations Terms shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate be: $477,225.40 per annum for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee first (the “Area”1st) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of TenantRenewal Term; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof $491,542.16 per annum for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with second (2nd) Renewal Term; and $506,288.43 per annum for the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option third (3rd) Renewal Term.

Renewal Options. a. Tenant shall have the right and option to renew extend the Lease Term two times (each an “Renewal Option”) for two (2) successive renewal periods a period of five (5) years each (eachsingularly, an a “Option Renewal Term” and collectively the “Renewal Terms”); provided, however, the Renewal Option is contingent upon the following: ) by giving Landlord written notice not less than twelve (i12) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention months prior to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice initial Term or the passage first Renewal Term, as the case may be (the “Election Deadline”) of time would constitute an Event of Default, unless Tenant’s desire to exercise the Option. If Landlord has given does not receive Tenant’s written notice of default the exercise the Option on or before the Election Deadline, then the Option shall immediately lapse and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew extend the Term of the Lease. The Renewal Terms shall be on the same covenants, agreements, terms, provisions and conditions as are contained herein for the initial Term except Tenant shall have no further rights to extend the Term. The monthly Base Rent for the first Renewal Term, commencing on October 1, 2018, shall be the amount determined by increasing the monthly Base Rent during the Lease pursuant Year immediately preceding the first Renewal Term by three and one-half percent (3.5%). On each successive October 1 during the first Renewal Term, the Base Rent shall be increased by three and one-half percent (3.5%) of the Base Rent during the Lease Year immediately preceding such adjustment date. Base Rent for the second Renewal Term, commencing on October 1, 2023, shall be the amount equal to this Section 5. b. Tenant the “Fair Market Rental Rate” (as defined below). In no event shall exercise the Base Rent at the commencement of the second Renewal Option by giving Landlord notice at least one hundred eighty Term be less than the Base Rent during the prior preceding year. The Base Rent shall be increased on the first day of the second Renewal Term (180the “FMRR Adjustment Date”) days to the “Fair Market Rental Rate”, determined in the following manner: Not later than ten (10) months prior to the expiration FMRR Adjustment Date, Landlord and Tenant shall meet in an effort to negotiate, in good faith, the Fair Market Rental Rate as of the current Termsuch FMRR Adjustment Date. If Landlord and Tenant have not agreed upon the Fair Market Rental Rate at least nine (9) months prior to the applicable FMRR Adjustment Date, the Fair Market Rental Rate shall be determined by using brokers. If Landlord and Tenant are not able to agree upon the Fair Market Rental Rate within the prescribed time period, then Landlord and Tenant shall attempt to agree in good faith upon a single broker not later than eight (8) months prior to the applicable FMRR Adjustment Date. If Landlord and Tenant are unable to agree upon a single broker within such time period, then Landlord and Tenant shall each appoint one broker, not later than seven (7) months prior to the applicable FMRR Adjustment Date. Within (10) days thereafter, the two appointed brokers shall appoint a third broker. If either Landlord or Tenant fails to give notice to Landlord prior to appoint its broker within the 180-day prescribed time period, then Tenant the single broker appointed shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be determine the Fair Market Rental Rate. “If both parties fail to appoint brokers within the prescribed time periods, then the first broker thereafter selected by a party shall determine the Fair Market Rental Rate” . Each party shall mean bear the market rental rate for cost of its own broker and the time period such determination is being made for parties shall share equally the cost of the single or third broker, if applicable. The brokers used shall have at least fifteen (15) years’ experience in the sales and leasing of commercial office space in same class office buildings in the area Xxxxx County, Nevada and shall be members of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (professional organizations such as moving expense allowancethe Society of Industrial Realtors, free rent periodsCCIM, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termtheir equivalent.

Renewal Options. a. Tenant shall shall, provided the Lease is in full force and effect and Tenant is not in default under any of the other terms and conditions of the Lease at the time of notification or commencement, have the right and one (1) option to renew the this Lease (“Renewal Option”) for two (2) successive renewal periods a term of five (5) years each (eachyears, an “Option Term”); providedfor the portion of the Premises being leased by Tenant as of the date the renewal term is to commence, howeveron the same terms and conditions set forth in the Lease, except as modified by the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time terms, covenants and conditions as set forth below: 5.1 If Tenant gives Landlord notice of Tenant’s intention elects to exercise said option, then Tenant shall provide Landlord with written notice no earlier than the Renewal Option or at date which is eighteen (18) months prior to the expiration of the then current Term; term of the Lease but no later than the date which is twelve (ii12) no event has occurred that upon notice or months prior to the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunderthen current term of the Lease. If Tenant fails to provide such notice, Tenant shall have no further or additional right to extend or renew the Lease pursuant to this Section 5term of the Lease. b. 5.2 The Annual Rent and Monthly Installment in effect at the expiration of the then current term of the Lease shall be increased or decreased to reflect the current fair market rental for comparable space in the Building and in other similar buildings in the same rental market as of the date the renewal term is to commence, taking into account the specific provisions of the Lease which will remain constant and concessions common in the market at the time for comparable tenant spaces with leases under consideration for renewal. Landlord shall advise Tenant of the new Annual Rent and Monthly Installment for the Premises no later than ten (10) business days after receipt of Tenant’s written request therefor. Said request shall be made no earlier than thirty (30) days prior to the first date on which Tenant may exercise its option under this Paragraph 5. Said notification of the Renewal Option by giving new Annual Rent may include a provision for its escalation to provide for a change in fair market rental between the time of notification and the commencement of the renewal term. If Tenant and Landlord notice at least one hundred eighty are unable to agree on a mutually acceptable rental rate not later than sixty (18060) days prior to the expiration of the then current Termterm, then Landlord and Tenant shall each appoint a qualified MAI appraiser doing business in the area, in turn those two independent MAI appraisers shall appoint a third MAI appraiser and the majority shall decide upon the fair market rental for the Premises as of the expiration of the then current term. If Landlord and Tenant fails shall equally share in the expense of this appraisal except that in the event the Annual Rent and Monthly Installment is found to give notice to Landlord prior to be within five percent (5%) of the 180-day periodoriginal rate quoted by Landlord, then Tenant shall forfeit bear the Renewal Option. If Tenant exercises full cost of all the Renewal Option, then during appraisal process. 5.3 This option is not transferable; the Option Term, Landlord parties hereto acknowledge and Tenant’s respective rights, duties and obligations agree that they intend that the aforesaid option to renew the Lease shall be governed by the terms and conditions of the Lease, except “personal” to Tenant as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period set forth above and that Tenant in no event will not suffer any assignee or sublessee have any rights to exercise the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available aforesaid option to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termrenew.

Renewal Options. a. Tenant shall have the right and option to renew and extend the term of this Lease for the Renewal Terms (“Renewal Option”herein so called) upon and subject to the following terms and conditions: Tenant may extend this Lease for two (2) successive renewal periods Renewal Terms of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of by Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by 's giving Landlord notice at least one hundred eighty a Renewal Notice no less than nine (1809) days months prior to the expiration of the current initial term or the immediately preceding Renewal Term, as applicable. Such Renewal Term(s) shall commence immediately upon the expiration of the initial term or subsequent Renewal Term, and upon exercise of each renewal option the expiration date of the term shall automatically become the last day of the applicable Renewal Term(s). If Tenant fails does not renew the Lease in a timely manner for the Renewal Term(s), then Tenant's rights with respect to give notice all successive Renewal Term(s) shall expire and be of no further force and effect. The exercise by Tenant of the renewal option(s) set forth herein must be made, if at all, by delivery of the Renewal Notice to Landlord prior to on or before the 180-day period, then dates set forth above. Once Tenant shall forfeit exercise such renewal option(s), Tenant may not thereafter revoke such exercise. At Landlord's election, Tenant's renewal options shall terminate and be of no further force or effect if (i) an Event of Default exists under the Renewal Option. If Lease at the time Tenant exercises attempts to exercise its renewal option, (ii) Tenant defaults under any provision of the Renewal OptionLease after exercising its renewal option and such default continues beyond any applicable cure period provided in the Lease, then (iii) at any time during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions Term of the Lease, except as provided otherwise extended, Tenant assigns the Lease to a third party, or (iv) at the time Tenant attempts to exercise its renewal option, Tenant has subleased or has demonstrated an intention to sublease thirty percent (30%) or more of the Premises to an unrelated third party. Tenant shall take the Premises "as is" for the Renewal Term(s) and Landlord shall have no obligation to make any improvements or alterations to same; provided, however, Landlord shall comply with its repair and maintenance obligations as set forth in this Section. Time is of the essence in exercising the Renewal OptionLease. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. Tenant shall have the right and option to renew the Lease (“Renewal Option”) for two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and TenantXxxxxx’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the prevailing market rental rate for the time period such determination is being made for office space in same class office buildings in the area of FranklinMurfreesboro, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; Basic Rental for the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would subject Option Term shall be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection accordance with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.following:

Renewal Options. a. Tenant shall have the right and option to renew shall, provided the Lease (“Renewal Option”) for is in full force and effect and Tenant is not in default under any of the other terms and conditions of the Lease at the time of notification or commencement, have two (2) successive renewal periods options to renew this Lease for a term of five (5) years each (each, an “Option Term”); providedfor the portion of the Premises being leased by Tenant as of the date the renewal term is to commence, howeveron the same terms and conditions set forth in the Lease, except as modified by the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time terms, covenants and conditions as set forth below: 6.1 If Tenant gives Landlord notice of Tenant’s intention elects to exercise said option, then Tenant shall provide Landlord with written notice no earlier than the Renewal Option or at date which is eighteen (18) months prior to the expiration of the then current Term; term of the Lease but no later than the date which is twelve (ii12) no event has occurred that upon notice or months prior to the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunderthen current term of the Lease. If Tenant fails to provide such notice, Tenant shall have no further or additional right to extend or renew the Lease pursuant to this Section 5term of the Lease. b. 6.2 The Annual Rent and Monthly Installment in effect at the expiration of the then current term of the Lease shall be increased to reflect the current fair market rental for comparable space in the Building and in other similar buildings in the same rental market as of the date the renewal term is to commence, taking into account the specific provisions of the Lease which will remain constant. Landlord shall advise Tenant of the new Annual Rent and Monthly Installment for the Premises no later than ten (10) business days after receipt of Tenant’s written request therefor. Said request shall be made no earlier than thirty (30) days prior to the first date on which Tenant may exercise its option under this Paragraph 6. Said notification of the Renewal Option by giving new Annual Rent may include a provision for its escalation to provide for a change in fair market rental between the time of notification and the commencement of the renewal term. If Tenant and Landlord notice at least one hundred eighty are unable to agree on a mutually acceptable rental rate not later than sixty (18060) days prior to the expiration of the then current Termterm, then Landlord and Tenant shall each appoint a qualified MAI appraiser doing business in the area, in turn those two independent MAI appraisers shall appoint a third MAI appraiser and the majority shall decide upon the fair market rental for the Premises as of the expiration of the then current term. If Landlord and Tenant fails shall equally share in the expense of this appraisal except that in the event the Annual Rent and Monthly Installment is found to give notice to Landlord prior to be within fifteen percent (15%) of the 180-day periodoriginal rate quoted by Landlord, then Tenant shall forfeit bear the Renewal Optionfull cost of all the appraisal process. If Tenant exercises In no event shall the Renewal Option, then during Annual Rent and Monthly Installment for any option period be less than the Option Term, Landlord Annual Rent and Tenant’s respective rights, duties Monthly Installment in the preceding period. 6.3 These options are not transferable; the parties hereto acknowledge and obligations agree that they intend that the aforesaid options to renew the Lease shall be governed “personal” to Tenant as set forth above and that in no event will any assignee or sublessee have any rights to exercise the aforesaid options to renew. 6.4 As each renewal option provided for above is exercised, the number of renewal options remaining to be exercised is reduced by one and upon exercise of the terms and conditions last remaining renewal option Tenant shall have no further right to extend the term of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. Tenant Provided Sublandlord does not seek to retain the Premises for its own use (i.e., for Sublandlord's own use and occupancy for a substantial period and not for the purpose of assigning the Prime Lease or subletting or licensing the Prime Lease premises), and no event of default shall have occurred and be continuing under this Sublease, Subtenant shall have the right and option to renew the Lease term of this Sublease for one renewal term of ten years (“Renewal Option”) for two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, but not to extend beyond the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration term of the current Prime Lease) (the "Renewal Term; (ii") no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord written notice at least one hundred eighty (180the "Renewal Notice") to Sublandlord no later than 120 days prior to the expiration of the current term of this Sublease. The Renewal Notice shall constitute an extension of the initial Term of this Sublease and shall be upon all of the same terms and conditions as the initial Term, except that (i) there shall be no further option to renew the Term of this Sublease in the Renewal Term, (ii) the Fixed Rent for the Renewal Term shall be payable at a rate per annum equal to the fair market rental value of the Premises as of the first day of the Renewal Term, and (iii) there shall be no free rent period or Sublandlord contribution during any renewal term. During the Renewal Term, all Additional Rent that Subtenant is obligated to pay under this Sublease during the initial Term hereof shall continue without interruption, it being the intention of the parties hereto that the Renewal Term shall be deemed a part of and continuation of the initial Term of this Sublease. If Subtenant has given the Renewal Notice in accordance with this paragraph, the parties shall endeavor to agree upon the fair market rental value of the Premises, as of the commencement date of the Renewal Term. If Tenant fails In the event that the parties are unable to give notice to Landlord agree upon the fair market value for the Renewal Term within sixty days prior to the 180-first day period, then Tenant shall forfeit of the Renewal Option. If Tenant exercises Term then the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations same shall be governed determined by two senior officers of recognized New York City leasing brokerage firms, one to be selected and paid for by Sublandlord and one to be selected and paid for by Subtenant. The officers selected by the terms and conditions parties shall have at least 10 years experience in (i) the leasing of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same the Borough of Manhattan, City of New York or (ii) the appraisal of first class office buildings in the area Borough of FranklinManhattan, Tennessee (City of New York. The determination of the “Area”) parties so selected shall be in writing and shall be final and conclusive on Sublandlord and Subtenant. If such officers are unable to agree on such fair market rental value, they shall select another officer who shall have the same qualifications as are set forth in this paragraph and the determination of comparable condition for space a majority of equivalent qualitysuch officers shall be binding upon Sublandlord and Subtenant. If, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitationas of the commencement date of the Renewal Term, the following matters: the credit standing of Tenant; the length amount of the term; Fixed Rent payable during the fact that Landlord will experience no vacancy period and that Tenant will Renewal Term in accordance with this Article shall not suffer have been determined, then, pending such determination, Subtenant shall pay Fixed Rent equal to the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available Fixed Rent payable pursuant to tenants comparable to Tenant Article 5 of this Sublease in respect of the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding last year of the value initial term of improvements installed in this Sublease. After the Premises at Tenant’s cost), and whether adjustments are then being made in determining final determination of the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof Fixed Rent payable for the Option Renewal Term, the parties promptly and appropriately shall adjust rental payments theretofore made during the Renewal Term in question)and shall execute a written agreement specifying the amount of the Fixed Rent as so determined. For purposes Any failure of the parties to execute such written agreement shall not affect the validity of the Fixed Rent as so determined. If it shall be determined that the fair market Fixed Rent during the Renewal Term is greater than Subtenant had been paying up to the date of the final determination, Subtenant shall immediately remit to Sublandlord the difference between the Fixed Rent paid during the Renewal Term and the fair market Fixed Rent as so determined, together with interest at the rate of 10% per annum to Sublandlord. If the amount Subtenant had been paying is more than the fair market Fixed Rent as so determined, Sublandlord shall immediately remit such difference to Subtenant, together with interest at the rate of 10% per annum or at Subtenant's option shall offset it against Rental next coming due. It is an express condition of the option granted to Subtenant pursuant to the terms of this Article that time is of the essence with respect to Subtenant's exercise of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with option within the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termperiod above provided.

Renewal Options. a. 1. If, on the expiration of the Term of this Lease --------------- and the date Tenant shall have the right and option notifies Landlord of its intention to renew the Lease Term (“Renewal Option”) for two as provided in subsection (2) successive renewal periods below), (i) Tenant is not in default under this Lease beyond any applicable notice and cure period provided for in this Lease, and (ii) this Lease is in full force and effect, then Tenant shall have and may exercise an option to renew this Lease for an additional term of five (5) years each (each, an “Option the "Renewal Term”); provided, however, ") upon the same terms and conditions contained in this Lease ------------ with the exceptions that the rental for the Renewal Option Term shall be the then- prevailing market rate of rent in the Herndon, Virginia area, inclusive of consideration of then-current market concessions (including, without limitation, refurbishment allowances and rent abatement) (the "Renewal Rental Rate"). ------------------- 2. If Tenant desires to renew this Lease pursuant to subsection (1) above, Tenant must notify Landlord in writing of its intention to renew (the "Renewal Notice") not less than twelve (12) months prior to the expiration of -------------- the Term of this Lease (the "Expiration Date"). Landlord shall, within ten (10) --------------- business days following the later of Landlord's receipt of such Renewal Notice or the date which is contingent upon twelve (12) months prior to the following: Expiration Date, notify Tenant in writing of Landlord's determination of the Renewal Rental Rate and Tenant shall, within the next ten (10) business days following receipt of Landlord's determination of the Renewal Rental Rate, notify Landlord in writing of Tenant's acceptance or rejection of Landlord's determination of the Renewal Rental Rate. If Tenant timely notifies Landlord of Tenant's acceptance of Landlord's determination of the Renewal Rental Rate, this Lease shall be extended as provided herein and Landlord and Tenant shall enter into an amendment to this Lease to reflect the extension of the Lease Term and changes in Base Rent in accordance with this Exhibit. If (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives timely notifies Landlord notice in writing of Tenant’s intention to exercise 's rejection of Landlord's determination of the Renewal Option Rental Rate or at (ii) Tenant does not notify Landlord in writing of Tenant's acceptance or rejection of Landlord's determination of the Renewal Rental Rate within such ten (10) business day period, Landlord and Tenant will promptly attempt to agree on the Renewal Rental Rate. If Landlord and Tenant cannot agree within ten (10) business days of Tenant's rejection in subclause (i) hereinabove or the expiration of the current Term; ten (10) business days period referred to in subclause (ii) no event has occurred that upon hereinabove, then Tenant may either (A) withdraw its Renewal Notice by written notice to Landlord, in which event, all of Tenant's rights under this Paragraph A shall immediately and irrevocably terminate, or (B) proceed promptly to determine the passage of time would constitute an Event of DefaultRenewal Rental rate by appraisal, unless in which case, Landlord has given notice of default and Tenant is diligently attempting shall each select a qualified independent real estate broker or appraiser (i.e., a real estate broker or appraiser with no prior or existing contractual relationship with either party) with at least five (5) years experience in leasing office buildings in the Herndon, Virginia area to cure such event; and determine the Renewal Rental Rate. If the values determined by the brokers/appraisers are less than ten percent (iii10%) Tenant is occupying apart, the average of the values determined by them shall be deemed the Renewal Rental Rate for the Premises. Following expiration of If the final Option Term allowable hereunderbrokers/appraisers do not agree, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty and if their determinations are more than ten percent (18010%) apart, then on or before seventy-five (75) days prior to the expiration commencement of the current Renewal Term, the two brokers/appraisers shall select a third independent broker/appraiser who will determine the Renewal Rental Rate for the Premises. If Tenant fails to give notice to Landlord the value determined by the third broker/appraiser is between the values determined by the two prior broker/appraisers, the determination of the third broker/appraiser will control. If the third broker/appraiser's determination is not between the values determined by the two prior broker/appraisers, then the value of the first two broker/appraisers closest to the 180-day period, then Tenant shall forfeit value of the third broker/appraiser will be the Renewal Optionrental Rate for the Premises. If Tenant exercises Each party shall pay the Renewal Optionfees and expenses of its broker/appraiser, then during and the Option Term, fees and expenses of the third broker/appraiser shall be shared equally between Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. 2.3.1 Subject to and in accordance with the terms and conditions of this Section 2.3, Tenant shall have two (2) options (each, an “Renewal Option”) to extend the Term of this Lease with respect to the entire Tenant Space, each for an additional term of ten (10) years (collectively the “Renewal Terms”, each a “Renewal Term”), upon the same terms, conditions and provisions applicable to the then current Term of this Lease (except as provided otherwise herein). The Base Rent payable with respect to the Tenant Space for each Renewal Term (the “Option Rent”) shall be as set forth in Item 9 of the Basic Lease Information. Notwithstanding anything in this Lease to the contrary, any Permitted Transferee may exercise the Renewal Options granted hereunder. 2.3.2 Tenant may exercise each Renewal Option only by delivering to Landlord a written notice (an “Option Exercise Notice”) at least twelve (12) months prior to then applicable expiration date of the Term, which Option Exercise Notice shall specify that Tenant is irrevocably exercising its Renewal Option so as to extend the Term of this Lease by a Renewal Term on the terms set forth in this Section 2.3. In the event that Tenant shall duly exercise a Renewal Option, the Term shall be extended to include the applicable Renewal Term (and all references to the Term in this Lease shall be deemed to refer to the Term specified in Item 5 of the Basic Lease Information, plus all duly exercised Renewal Terms). In the event that Tenant shall fail to deliver an Option Exercise Notice within the applicable time period specified herein for the delivery thereof, time being of the essence, at the election of Landlord, Tenant shall be deemed to have forever waived and relinquished such Renewal Option, and any other options or rights to renew or extend the Term effective after the then applicable expiration date of the Term shall terminate and shall be of no further force or effect. 2.3.3 Tenant shall have the right and option to renew the Lease (“Renewal Option”) for two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the exercise any Renewal Option is contingent upon only with respect to the following: entire Tenant Space leased by Tenant (i) there is not an Event as opposed to only a portion of Default beyond all applicable cure period(sthe Tenant Space) at the time that Tenant gives delivers an Option Exercise Notice. If Tenant duly exercises a Renewal Option, Landlord notice and Tenant shall execute an amendment reflecting such exercise. Notwithstanding anything to the contrary herein, any attempted exercise by Tenant of a Renewal Option shall, at the election of Landlord, be invalid, ineffective, and of no force or effect if, on the date on which Tenant delivers an Option Exercise Notice there shall be an uncured Event of Default by Tenant under this Lease. 2.3.4 Tenant’s intention rights under this Section 2.3 shall terminate if (i) this Lease or Tenant’s right to exercise the Renewal Option or at the expiration possession of the current Term; Premises is terminated, or (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day periodtimely exercise its option under this Section 2.3, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is time being of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available respect to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termexercise thereof.

Renewal Options. a. (a) So long as an Event of Default is not then continuing and subject to the provisions of this Section 7.1, Tenant shall have the right and option to renew the Lease (“Renewal Option”) for is hereby granted two (2) successive renewal periods options (the first such option, the "First Renewal Option" and the second such option, the "Second Renewal Option," each individually, a "Renewal Option," and such options collectively, the "Renewal Options") to renew the Initial Term as to all (but not part) of the Leased Premises (including, except as provided in Section 7.2, any space added to the Leased Premises pursuant to Section 7.2) for a period of five (5) years each (eacheach individually, an “Option a "Renewal Term”); provided, however" and collectively, the "Renewal Option is contingent upon Terms"), but in no event to exceed a maximum period in the following: aggregate of ten (i10) there is not an Event of Default beyond all applicable cure period(sadditional years. The first Renewal Term (the "First Renewal Term") shall commence at the time expiration of the Initial Term and the second Renewal Term (the "Second Renewal Term") shall commence at the expiration of the First Renewal Term. Tenant gives must furnish Landlord with written notice of Tenant’s intention its intent to exercise the Renewal Option or at the expiration of the current Term; no later than eleven (ii11) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days months prior to the expiration of the current Initial Term or the First Renewal Term, as applicable (the "Intent Notice"). If Tenant timely delivers the Intent Notice to Landlord, Landlord shall no later than ten (10) months prior to the expiration of the Initial Term or the First Renewal Term, as applicable, deliver to Tenant written notice of the Market Base Rental Rate (defined below) as of the commencement of the applicable Renewal Term and the Parking Rental for the Parking Permits (if applicable pursuant to subsection (b)(iii) below). If Tenant timely furnished the Intent Notice to Landlord as provided above, Tenant may exercise the applicable Renewal Option by delivering written notice of such election (the "Election Notice") to Landlord no later than thirty (30) days after receipt of Landlord's notice of the Market Base Rental Rate. If Tenant timely delivers the Intent Notice and the Election Notice to Landlord, but at any time prior to the commencement of the applicable Renewal Term an Event of Default has occurred, Landlord, at its sole option during the continuance of such Event of Default, may terminate Tenant's election to exercise such Renewal Option and such Renewal Option and the subsequent Renewal Option (if any) shall expire and thereafter shall not be exercisable by Tenant and Tenant shall have waived forever its right to renew and extend the Term. If Tenant fails to give notice timely exercise the applicable Renewal Option by failing to Landlord prior timely deliver the Intent Notice or the Election Notice as provided above, the applicable Renewal Option and the subsequent Renewal Option (if any) shall terminate automatically, and Tenant shall have waived forever its right to renew and extend the Term. (b) The renewal of this Lease pursuant to the 180-day period, then Tenant shall forfeit exercise of the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by upon the same terms and conditions of this Lease (including, without limitation, Tenant's obligation to pay the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental Adjustment), except: (i) the Base Rental Rate for an Option the Leased Premises during the applicable Renewal Term shall be the Fair sum of (A) ninety-five percent (95%) of the Market Base Rental Rate for such Renewal Term as of the commencement of the Renewal Term, plus (B) the Basic Cost Component for such Renewal Term (as adjusted by clause (ii) below); however, in no event shall the Base Rental Rate during such Renewal Term be less than the Base Rental Rate (as adjusted pursuant to Section 3.2(b)(i) of this Lease) Tenant is obligated to pay under this Lease immediately prior to the commencement of such Renewal Term. The Base Rental Rate during such Renewal Term shall be subject to increase as provided in Section 3.2(b) of this Lease and Tenant shall be obligated to pay the Base Rental Adjustment pursuant to Section 3.2(b) of this Lease (taking into account the adjusted Basic Cost Component pursuant to clause (ii) below); (ii) the Basic Cost Component (as defined in Section 3.2(b)(i) of this Lease) shall be amended for the applicable Renewal Term to equal the Expense Stop (defined below). As used in this clause (ii), "Expense Stop" shall mean Landlord's determination of the Basic Costs (on a per square foot of Net Rentable Area basis) for the calendar year in which such Renewal Term commences; (iii) at the time of the Tenant's exercise of a Renewal Option, if Landlord is charging any tenants then entering into leases for office space in the Building for parking spaces in the Garage, Tenant shall pay Landlord, as Parking Rental, a monthly amount equal to the rates charged by Landlord or the operator of the Garage for parking in such location (taking into account whether such parking spaces are for regular or executive parking spaces) for monthly contract parking in the Garage multiplied by the number of Parking Permits leased by Tenant pursuant to this Lease, which Parking Rental shall be payable as provided in Section 6.15(b) of this Lease; (iv) Tenant shall have no option to renew this Lease beyond the First Renewal Term if Tenant fails to exercise the Second Renewal Option as provided above, or, in any event, beyond the Second Renewal Term; and (v) the leasehold improvements will be provided in their then-existing condition (on an "as is" basis) at the time the applicable Renewal Term commences and Tenant shall not be entitled to any construction, buildout or other allowances with respect to the Leased Premises during such Renewal Term. (c) As used in this Lease, "Market Base Rental Rate. “Fair Market Rental Rate” " shall mean Landlord's determination of the market annual net rental rate (exclusive of expense pass through additions, whether characterized as such or not, and exclusive of any portion of "base rentals" attributable to expenses or to an "expense stop") per square foot of Net Rentable Area for the applicable space and for the time period as to which such determination rate is being made for office space determined, that a willing tenant would pay and a willing landlord would accept, in same class office buildings in the area of Franklin, Tennessee arm's length bona fide negotiations (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take taking into account consideration all relevant factors, factors including, without limitation, the following mattersfactors: rent being charged in other first-class office buildings located in Houston, Texas, for leases then being entered into for comparable space to the credit standing of TenantLeased Premises in the comparable elevator bank for which the Market Base Rental Rate is being determined; the length location, quality, amenities, age and reputation of the termbuildings in which the space being compared is located; use and size of the fact that Landlord will experience no vacancy period space under comparison; location and/or floor level of the subject space and that Tenant will not suffer any comparison space within their respective buildings, including view, elevator lobby exposure, etc.; definition of "net rentable area" applicable to the spaces; distinction (if any) between "gross" and "net" rental rates and type, base year or dollar amount for escalation purposes (both operating costs and business interruption associated with moving its offices real estate taxes) if the comparison is on a "gross" lease basis; any other adjustments (including through use of an index) to base rental; extent of services provided or to be provided; extent and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant condition of leasehold improvements in the Area subject space and in any comparison space; cost to tenant of relocating from the subject space to any alternative space or savings from not moving to alternative space; abatements pertaining to the subject space and to any comparison space (such as including with respect to base rental, operating expenses and/or real estate taxes); inclusion of parking charges in rental, if applicable; lease takeovers/assumptions by the landlord of the comparison space, if applicable; moving expense allowance, free rent periods, and lease assumptions and take over provisionsallowances granted, if any; relocation allowances granted, but specifically excluding if any; club memberships granted, if any; construction, refurbishment and repainting allowances granted, if any; any other concessions or inducements; term or length of lease of subject space and of any comparison space; overall creditworthiness of Tenant and lessees in comparable space; the value time the particular rental rate under consideration was agreed upon and became or is to become effective; and payment of improvements installed a leasing commission, fees, bonuses or other compensation whether to Tenant's representatives or to Landlord, or to any person or entity affiliated with Tenant or Landlord, or otherwise). Landlord and Tenant agree that bona fide written offers to lease comparable space located in the Premises at Tenant’s cost), and whether adjustments are then being made Building from third parties may be used as a factor in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option TermMarket Base Rental Rate.

Renewal Options. a. Tenant shall have (a) As long as Lessee is not in uncured default in the right and performance of its covenants under this lease of which Lessor has given Lessee written notice, Lessee is hereby granted the option to renew the Lease term of this lease for one (“Renewal Option”1) for two (2) successive renewal periods additional period of five (5) years each (each, an “Option Term”); provided, howeveryears, the "Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention Term" to exercise the Renewal Option or commence at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage initial term of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premisesthis lease. Following expiration of the final Option Term allowable hereunder, Tenant Lessee shall have no further right exercise its option to renew the Lease pursuant as follows: Lessee shall deliver written notice to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice Lessor at least one hundred eighty six (1806) days months prior to the expiration of the current Termterm of this lease that Lessee may exercise its renewal option. Within thirty (30) days of Lessor's receipt of Lessee's written notice, Lessor shall notify Lessee in writing of the Market Base Rental Rate (hereinafter defined) that Lessee shall pay during such renewal term. Within forty five (45) days after receipt of such written notice from Lessor, Lessee shall, if it elects, deliver written notice to Lessor of its election to exercise its renewal option hereunder. If Tenant fails to give notice to Landlord prior to the 180-Lessee does not respond within such forty five (45) day period, then Tenant Lessee's right to renew hereunder shall forfeit terminate. All terms of this lease shall apply to such renewal option, except (i) the Base Rental (hereinafter defined) during the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair then prevailing Market Base Rental Rate at the time Lessee exercises the respective renewal option, (ii) Lessee shall not have an option to renew this lease beyond the expiration of the Renewal Term, (iii) Lessee shall not have the right to assign its renewal rights to any sublessee or assignee of the Premises nor may a sublessee or assignee exercise such renewal right, and (iv) the leasehold improvements will be provided in their then existing condition (i.e. on an "as-is" basis) at the time the Renewal Term commences. (b) As used in this lease, the term "Market Base Rental Rate. “Fair Market Rental Rate” " shall mean the market rental net effective rate per square foot of net rentable area at which a willing lessor and a willing lessee would agree to lease comparable space to that for which the time period such determination Market Base Rental Rate is being made for office space determined in same class comparable office buildings in the West Loop/Galleria area of FranklinHouston, Tennessee (the “Area”) of comparable condition for space of equivalent qualityTexas, size, utility, and location. Such determination which rate shall take into account all relevant economic and non-economic factors, includingincluding but not limited to: the credit-worthiness, without limitationand other qualities of such lessee, the following matters: the credit standing of Tenant; the length quality of the term; management of the fact that Landlord will experience no vacancy period building in question, the amount of space being offered for lease, the location within the building of such offered space, whether the space being offered is a full floor or a portion of a multi-tenant floor, the quality and that Tenant will not suffer finish of the costs offered space as it then exists, the age and business interruption associated with moving its offices quality of such building, the lease term and negotiating a new lease; construction allowances renewal options, the scheduled or actual commencement date, add-on factors, basis for paying operating expenses, and other tenant concessions that would be available to tenants comparable to Tenant in the Area (market inducements, such as free rent, moving expense allowance, free rent periodsexpenses, and architectural, construction and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termassumption allowances.

Renewal Options. a. Tenant (a) Tenant, provided this Lease shall then be in full force and effect, shall have the right and option (herein called the "FIRST RENEWAL OPTION") to renew extend the Lease (“Renewal Option”) Term for two (2) successive renewal periods of an additional five (5) years each year period (eachthe "FIRST RENEWAL TERM"), an “which First Renewal Term shall commence on the date immediately succeeding the Expiration Date, and end on the fifth (5th) anniversary of the Expiration Date (such anniversary being herein called the "FIRST RENEWAL EXPIRATION DATE"). The First Renewal Option Term”shall be exercisable only by Tenant giving Landlord written notice of such exercise (herein called a "RENEWAL NOTICE"); provided, howeverwhich notice shall be received by Landlord not later than the date that is nine (9) months prior, nor earlier than the date that is twelve (12) months prior, to the Expiration Date (time being of the essence). Landlord, at its option, may render the Renewal Option is contingent Notice null and void upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) notice thereof to Tenant if, at the time Tenant gives that Landlord notice of Tenant’s intention to exercise receives the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereundersame, Tenant shall have no further right to renew the be in default under this Lease pursuant to this Section 5beyond any applicable notice and/or cure period. b. (b) Tenant, provided this Lease shall then be in full force and effect, and Tenant shall exercise have previously exercised the First Renewal Option, shall have the option (herein called the "SECOND RENEWAL OPTION"; the First Renewal Option and the Second Renewal Option are sometimes hereinafter referred to individually as a "RENEWAL OPTION" and together as the "RENEWAL OPTIONS") to extend the Term for an additional five (5) year period (the "SECOND RENEWAL TERM"; the First Renewal Term and the Second Renewal Term are sometimes hereinafter referred to individually as a "RENEWAL TERM" and together as the "RENEWAL TERM"), which Renewal Term shall commence on the date immediately succeeding the First Renewal Expiration Date, and end on the fifth (5th) anniversary of the First Renewal Expiration Date (such anniversary being herein called the "SECOND RENEWAL EXPIRATION DATE"; the First Renewal Expiration Date and the Second Renewal Expiration are sometimes hereinafter referred to individually as a "RENEWAL EXPIRATION DATE" and together as the "RENEWAL EXPIRATION DATES"). The Second Renewal Option shall be exercisable only by Tenant giving Landlord a written Renewal Notice, which Renewal Notice shall be received by Landlord not later than the date that is nine (9) months prior, nor earlier than the date that is twelve (12) months prior, to the First Renewal Expiration Date (time being of the essence). Landlord, at its option, may render the Renewal Option by giving Notice null and void upon notice thereof to Tenant if, at the time that Landlord notice at least one hundred eighty (180) days prior to receives the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day periodsame, then Tenant shall forfeit the Renewal Optionbe in default under this Lease beyond any applicable notice and/or cure period. 15.2.2. If Tenant exercises an applicable Renewal Option in accordance with the Renewal Optionterms set forth above, then during this Lease shall thereupon be extended for the Option applicable Renewal Term upon all the same terms, covenants and conditions as are contained in this lease and applicable prior to the applicable Renewal Term, Landlord except that for, and Tenant’s respective rightsduring, duties and obligations shall be governed by the terms and conditions of applicable Renewal Term: (1) the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term Fixed Rent shall be the Renewal Term Fixed Rent (as hereinafter defined) for such Renewal Term, as determined as hereinafter set forth; (2) the Expiration Date shall be the Renewal Expiration Date for such Renewal Term; and (3) any provisions of this Lease setting forth (i) workletter or other work obligations of Landlord, (ii) work allowances or contributions to be made by Landlord or (iii) abatements of Rent, shall not apply. (a) As used herein, the term, "RENEWAL TERM FIXED RENT" for the applicable Renewal Term shall mean a fixed rent payable at a per annum rate equal to the product of (i) the Renewal Fair Market Rental Rate. “Fair Market Rental Rate” shall mean Fixed Rent for such Renewal Term, multiplied by (ii) the market rental rate for the time period such determination is being made for office space in same class office buildings number of rentable square feet in the area of FranklinPremises, Tennessee multiplied by (the “Area”iii) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area Ninety-Five Percent (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost95%), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. Tenant Provided no event of default by Sublessee has occurred which remains uncured, Sublessee shall have the right and option to renew extend the Lease Initial Term for an additional one year period, commencing on July 1, 2001 and ending on June 30, 2002 (“"First Renewal Option”) for two (Term"). Such option must be exercised, if at all, by Sublessee delivering written notice to Sublessor no later than March 2) successive renewal periods , 2001 of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention its election to exercise such option. In addition, and provided Sublessee has exercised its right to extend the Renewal Option or Initial Term in accordance with the immediately preceding sentence, at any time after the expiration fifth full month of the current First Renewal Term; (ii) no event has occurred , Sublessee may notify Sublessor in writing that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting it elects to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to terminate this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days Sublease prior to the expiration end of the current First Renewal Term, such termination to be effective 120 days following delivery of such notice from Sublessee to Sublessor. If Tenant fails Sublessee has properly exercised its option to give extend the Initial Term, then Sublessee shall have the option to extend the First Renewal Term for an additional one year period, commencing on July 1, 2002 and ending on June 30, 2003 ("Second Renewal Term"). Such option must be exercised, if at all, by Sublessee delivering written notice to Landlord Sublessor no later than March 2, 2002 of its election to exercise such option. In addition, and provided Sublessee has exercised its right to extend the First Renewal Term in accordance with the immediately preceding sentence, at any time after the fifth full month of the Second Renewal Term, Sublessee may notify Sublessor in writing that it elects to terminate this Sublease prior to the 180-day end of the Second Renewal Term, such termination to be effective 120 days following delivery of such notice from Sublessee to Sublessor. If Sublessee has properly exercised its option to extend the First Renewal Term, then Sublessee shall have the option to extend the Second Renewal Term for an additional one year period, then Tenant shall forfeit commencing on July 1, 2003 and ending on June 30, 2004 ("Third Renewal Term"). Such option must be exercised, if at all, by Sublessee delivering written notice to Sublessor no later than March 2, 2003 of its election to exercise such option. In addition, and provided Sublessee has exercised its right to extend the Second Renewal OptionTerm in accordance with the immediately preceding sentence, at any time after the fifth full month of the Third Renewal Term, Sublessee may notify Sublessor in writing that it elects to terminate this Sublease prior to the end of the Third Renewal Term, such termination to be effective 120 days following delivery of such notice from Sublessee to Sublessor. If Tenant exercises Sublessee has properly exercised its option to extend the Second Renewal OptionTerm, then during Sublessee shall have the Option option to extend the Third Renewal Term for an additional one year period, commencing July 1, 2004 and ending on June 30, 2005 ("Fourth Renewal Term"). Such option must be exercised, if at all, by Sublessee delivering written notice to Sublessor no later than March 2, 2004 of its election to exercise such option. In addition, and provided Sublessee has exercised its right to extend the Third Renewal Term in accordance with the immediately preceding sentence, at any time after the fifth full month of the Fourth Renewal Term, Landlord Sublessee may notify Sublessor in writing that it elects to terminate this Sublease prior to the end of the Fourth Renewal Term, such termination to be effective 120 days following delivery of such notice from Sublessee to Sublessor. If Subleseee has properly exercised its option to extend the Third Renewal Term, then Sublessee shall have the option to extend the Fourth Renewal Term for an additional one year period, commencing on July 1, 2005 and Tenant’s respective rightsending on June 30, duties 2006 ("Fifth Renewal Term"). Such option must be exercised, if at all, by Sublessee delivering written notice to Sublessor no later than March 2, 2005 of its election to exercise such option. In addition, and obligations provided Sublessee has exercised its right to extend the Fourth Renewal Term in accordance with the immediately preceding sentence, at any time after the fifth full month of the Fifth Renewal Term, Sublessee may notify Sublessor in writing that it elects to terminate this Sublease prior to the end of the Fifth Renewal Term, such termination to be effective 120 days following delivery of such notice from Sublessee to Sublessor. The failure of Sublessee to deliver such written notice by no later than the dates specified in this paragraph shall be governed deemed a waiver by Sublessee of its option to extend the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. (a) Provided that no Event of Default has occurred and is continuing, Tenant shall have the right and option to renew extend the term of this Lease (“Renewal Option”) for up to two (2) successive renewal separate option periods upon and subject to the terms set forth below in this Section 2. The first option period (the “First Option Period”) shall commence at the expiration of the Primary Term. The second option period (the “Second Option Period”) shall commence at the expiration of the First Option Period. The First Option Period and the Second Option Period are sometimes referred to herein collectively as the “Option Periods” and individually as an “Option Period.” Each Option Period shall continue for a period of five (5) years from the commencement date of such Option Period. Except as otherwise expressly in this Lease, all of the terms and conditions of this Lease applicable to the Primary Term shall continue to apply during each Option Period. The Primary Term and any Option Period for which an option has been exercised shall hereinafter collectively be referred to as the “Term.” (eachb) To validly extend the Term for the First Option Period, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives shall deliver to Landlord written notice of Tenant’s intention election to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least so extend not later than one hundred eighty (180) days prior to the expiration of the current Primary Term. If , and (ii) as of the date the First Option Period is scheduled to commence, there shall be no Event of Default that remains uncured under this Lease. (c) To validly extend the Term for the Second Option Period, (i) Tenant fails to give notice must have validly extended this Lease for the First Option Period, (ii) Tenant shall deliver to Landlord written notice of Tenant’s election to so extend not later than one hundred eighty (180) days prior to the 180-day periodexpiration of the First Option Period, then Tenant shall forfeit and (iii) as of the Renewal Option. If Tenant exercises date the Renewal OptionSecond Option Period is scheduled to commence, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations there shall be governed by the terms and conditions no Event of Default that remains uncured under this Lease. (d) Either party, upon request of the Leaseother, except as provided otherwise shall execute and acknowledge, in this Section. Time is form suitable for recording, an instrument confirming the exercise of the essence in exercising the Renewal Option. c. The Base Rental for an any Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of FranklinPeriod, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact requesting party paying a brokerage commission to a representative of Tenant in connection with the all applicable Option Termrecording costs.

Renewal Options. a. (a) Tenant shall have the conditional right and option to renew extend the Lease (“Renewal Option”) Term for two (2) successive renewal periods consecutive terms (the “First Option Term” and the “Second Option Term”) of five (5) years each (each, an “Option Term”); provided, however, beyond the Renewal Option is contingent initial Term at the Base Rent set forth in paragraph (b) below and upon the following: same terms and conditions set forth herein (except that there will be no further privilege of extension), provided that the following conditions are met: (i) there is not an Event Tenant notifies Landlord in writing of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention its election to exercise the Renewal Option or at the expiration right of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice renewal granted hereby at least one hundred eighty nine (1809) days months prior to the expiration of the initial Term, or the First Option Term (as the case may be); (ii) at the time of the exercise of such right and for the remainder of the Lease Term thereafter, there is no existing default which is not remedied within the applicable cure period set forth in this Lease; (iii) that the Lease has not been terminated prior to the commencement of the applicable Option Term; and (iv) at the time of the exercise of such option and for the remainder of the Lease Term thereafter, the original named Tenant, its affiliate, or an assignment or subletting, in accordance with Article 16, is in possession of and occupying the entire Premises. (b) During the first year of the applicable Option Term, Tenant shall pay Landlord Base Rent equal to the then-current fair market rent for the Premises, as determined by Landlord in its reasonable discretion, utilizing comparable rental rates for similar premises being utilized as banking facilities in the Annapolis area. During the applicable Option Term, Base Rent shall continue to escalate by three percent (3%) per year. (c) Prior to the commencement of the applicable Option Term, upon the request of Landlord, Tenant hereby agrees to execute an amendment to the Lease memorializing said extension of the Term. If Tenant fails to give notice timely notify Landlord of its desire to Landlord prior to exercise the 180-day periodrenewal option granted hereby, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Optiondeemed to have conclusively waived its renewal option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. If Xxxxxx has not committed an Event of Default (as hereinafter defined) at any time during the Term, and Energy Recovery, Inc. (or a Permitted Transferee (as hereinafter defined) of Energy Recovery, Inc.) is occupying the entire Premises at the time of such election, Tenant shall have the right and option to may renew the this Lease (“Renewal Option”) for two (2) successive renewal additional periods of five (5) years each (each, an each a “Option Renewal Term”), by delivering written notice of the exercise thereof to Landlord not later than twelve (12) months before the expiration of the initial Term or the first Renewal Term (as applicable). The Base Rent payable for each month during a Renewal Term shall be ninety-five percent (95%) of the Fair Market Rent (as hereinafter defined); provided, however, that the Base Rent payable in any Renewal Option Term shall in no event be lower than the Base Rent payable during the month immediately preceding the commencement of the first Renewal Term. On or before that date which is contingent upon the following: six (i6) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at months before the expiration of the current Term; (ii) no event has occurred that upon notice initial Term or the passage of time would constitute an Event of Defaultfirst Renewal Term (as applicable), unless Landlord has given shall deliver to Tenant written notice of default Landlord’s Fair Market Rent proposal for the Renewal Term (“Landlord’s Fair Market Rent Proposal”) and shall advise Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunderrequired adjustment to Base Rent, if any. Within fifteen (15) days after receipt of Landlord’s Fair Market Rent Proposal, Tenant shall notify Landlord in writing whether Tenant accepts or rejects Landlord’s Fair Market Rent Proposal. If Tenant rejects Landlord’s Fair Market Rent Proposal, then Xxxxxx’s written notice shall include Tenant’s determination of the Fair Market Rent. If Tenant does not deliver Xxxxxx’s written determination of Fair Market Rent to Landlord within fifteen (15) days after receipt of Landlord’s Fair Market Rent Proposal, Tenant will be deemed to have no further right to renew accepted Landlord’s Fair Market Rent Proposal. If Xxxxxx and Landlord disagree on the Lease pursuant to this Section 5. b. Fair Market Rent, then Landlord and Tenant shall exercise attempt in good faith to agree upon the Renewal Option Fair Market Rent. If by giving Landlord notice at least that date which is one hundred eighty and twenty-five (180125) days prior to the expiration commencement of the current Term. If Tenant fails to give notice to Landlord prior to Renewal Term (the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term“Trigger Date”), Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except Tenant have not agreed in writing as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be to the Fair Market Rental Rate. Rent, the parties shall determine the Fair Market Rent for such Renewal Term in accordance with the procedure set forth in Section 3.04.c below. b. For purposes of this Section 3.04, the term “Fair Market Rental RateRent” shall mean the market rental rate for comparable space to be used for the time period Permitted Uses under primary lease (and not sublease) to new tenants, taking into consideration such determination is being made for office space amenities as existing improvements (but specifically excluding any Tenant Improvements that are not paid from the Construction Allowance (as defined in same class office buildings Exhibit D)), and parking rights, situated in the area city of FranklinSan Leandro, Tennessee (in comparable physical and economic condition, taking into consideration the “Area”) of comparable condition for space of equivalent quality, size, utility, and locationthen-prevailing ordinary rental market practices with respect to tenant concessions. Such determination Fair Market Rent shall take into account all relevant factors, including, without limitation, include the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisionsperiodic rental increases, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates that would be included for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof space leased for the Option period the space will be covered by the Lease. As used herein, “then-prevailing” shall mean the time period which is five (5) months prior to the commencement of the Renewal Term in question). For purposes and not the commencement date of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Renewal Term.

Renewal Options. Tenant's ( ) ( ) year renewal option(s) shall be for terms commencing on the th and th anniversary date(s) of the Commencement Date, and shall be effective provided that at the time of Tenant's exercise of such option(s), Tenant is not in default of the Lease, and provided further that Tenant's exercise of each successive option shall be made in the following manner: a. Tenant must give written notice of exercise of its option (option notice) to Landlord within 180 days but not more than 270 days before the Expiration Date. b. The Base Rent for each of the successive applicable lease term shall be market value rent for like space in like facilities and for like uses in the area at the time of Tenant's exercise of each option. The amount of rent shall be established by agreement of the parties, or upon the failure of the parties to mutually agree on a fair rental figure, by arbitration using the following procedure: (1) If the parties have not mutually agreed upon the right base rental to be paid for the next successive applicable lease term provided for herein within 150 days before the expiration of the initial term or preceding option period, as the case may be, Tenant shall appoint one (1) representative who shall be an MAI real estate appraiser experienced in the appraisal of similar space in the area to act as an arbitrator. The arbitrator so appointed shall determine the then fair market rental value of the use to which Tenant is then utilizing the demised premises pursuant to the terms and conditions of this Lease. The determination of said fair market rental value shall be made by said arbitrator within thirty (30) days of the commencement of said 150 day period prior to the expiration of the initial term or option period, as the case may be, and he shall submit said determination in writing, signed by him. The determination shall be submitted in duplicate with one copy delivered to renew Landlord and one copy to Tenant. (2) In the Lease (“Renewal Option”) event that Landlord does not agree on the fair market base rental value for the demised premises for the successive option period, in accordance with the arbitrator's option, Landlord shall appoint a second arbitrator who shall be an MAI appraiser experienced in the appraisal of similar space in the area. The fair market base rental value for the next applicable lease term shall be established by agreement of the two (2) successive renewal periods arbitrators so appointed, which determination shall be made within sixty (60) days of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event commencement of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention said 150 day period prior to exercise the Renewal Option or at the expiration of the current Term; initial term or prior option period, as the case may be, and shall be submitted in writing as provided in Paragraph 5.8(b)(1), above (ii3) no In the event has occurred that upon notice or said two (2) arbitrators cannot agree on the passage fair market base rental value for the demised premises for the successive option period, said two (2) arbitrators shall appoint a third arbitrator who shall be an MAI appraiser experienced in the appraisal of time would constitute an Event similar space in the area. The fair market base rental value for the next applicable lease term shall be established by agreement of Defaultthe two (2) of the three (3) arbitrators so appointed, unless Landlord has given notice which determination shall be made within ninety (90) days of default and Tenant is diligently attempting the commencement of said 150 day period prior to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunderinitial term or prior option period, Tenant as the case may be, and shall have no further right to renew the Lease pursuant to this Section 5be submitted in writing as provided in paragraph 5.8(b)(1), above. b. Tenant shall exercise (4) If the Renewal Option fair market base rental value of the premises is not agreed upon by giving Landlord notice at least one hundred eighty two (1802) out of three (3) arbitrators as provided in paragraph 5.8(b)(3), above, or if the initially appointed arbitrators fail to agree on the appointment of a third arbitrator within ninety (90) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day periodlease term in question, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations an independent arbitrator shall be governed appointed by the terms and conditions of the LeaseAmerican Arbitration Association, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term which arbitrator shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.an MAI appraiser experienced in

Renewal Options. a. Tenant shall have the right and option to renew the Lease (“Renewal Option”) for two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office bank and financial space in same class office buildings in the area of FranklinSpring Hill, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. Tenant shall have the right and option to renew the Lease (“Renewal Option”) this Lease, provided Tenant is in compliance with all terms of this Lease, for two (2) successive renewal periods additional terms of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent commencing upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice initial term or the passage of time would constitute an Event of Defaultfirst additional term, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying as the Premises. Following expiration of the final Option Term allowable hereundercase may be, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least with not less than one hundred eighty (180) days prior written notice to Landlord of Tenant’s intent to exercise this option. The option rates to be agreed upon by the parties are to be the then-current market rate for properties similar to the Premises in Coweta County’s industrial market (“Current Market Rate”); provided that if in the opinion of the appraiser(s) Coweta County’s industrial market is not sufficiently large enough for the appraiser(s) to determine an equitable Current Market Rate for the Premises, the appraiser(s) may expand the market they are taking into account when determining the Current Market Rate to include as many neighboring communities as may be necessary to equitably determine the Current Market Rate. In the event of the failure of the parties to agree as to Current Market Rate by sixty (60) days after Tenant provides Landlord with written notice of its intent to exercise this option (the “Negotiation Period”), such dispute shall be determined by arbitration as herein provided. Landlord and Tenant, within twenty (20) business days after expiration of the current TermNegotiation Period shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the Current Market Rate (collectively referred to as the “Estimates”). If Tenant fails to give notice to Landlord prior the higher of such Estimates is not more than one hundred seven percent (107%) of the lower of such Estimates, then the Current Market Rate shall be the average of the two Estimates. If the Current Market Rate is not so resolved pursuant to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Termpreceding sentence, Landlord and Tenant’s respective rights, duties and obligations within twenty (20) business days after the exchange of Estimates, shall each select an appraiser to determine which of the two Estimates most closely reflects the Current Market Rate. Each appraiser selected pursuant to this Paragraph 37 shall be governed by certified as an MAI appraiser and shall have had at least five (5) years experience within the terms and conditions of the Lease, except previous ten (10) years as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings a real estate appraiser working in the area Coweta County, Georgia industrial market, with working knowledge of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the current rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question)and market practices. For purposes of this Lease, an “MAI” appraiser means an individual who holds an MAI designation conferred by, and is an independent member of, the American Appraisal Institute (or its successor organization, or in the event there is no successor organization, the organization and designation most similar) and who is not affiliated with Landlord or Tenant. 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 subject Current Market Rate, The Estimate chosen by such calculationappraisers shall be binding on both Landlord and Tenant as the base rent rate for such renewal option period. If either Landlord or Tenant fails to appoint an appraiser within the twenty (20) business day period referred to above, it will only the appraiser appointed by the other party shall be assumed the sole appraiser for the purposes hereof. If the two appraisers cannot agree upon which of the two Estimates most closely reflects the Current Market Rate within 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 (or, if such two appraisers are unable to select a third appraiser, such selection shall be made by the President of the Atlanta chapter of BOMA). Once the third appraiser has been selected as provided for above, then, as soon thereafter as practicable but in any case within fourteen (14) days, the appraiser shall make his determination of which of the two Estimates most closely reflects the Current Market Rate and such appraiser shall not select anything other than one of the two Estimates from Landlord and Tenant and such Estimate shall be binding on both Landlord and Tenant as the Current Market Rate. If the third appraiser believes that expert advice would materially assist him/her, such appraiser may retain one or more qualified persons, to provide such expert advice. The party whose Estimate is not selected as the Current Market Rate shall pay the costs of the third appraiser and of any experts retained by the third appraiser. Any fees of any appraiser, counsel or experts engaged directly by Landlord is paying a representative of Tenant a brokerage commission in connection with or Tenant, however, shall be borne by the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termparty retaining such appraiser, counsel or expert.

Renewal Options. a. Tenant shall have (a) Tenant, at its option, may, if it has not committed an uncured Event of Default (as defined in Article 21), either at the right and option time it gives its notice hereunder to renew Landlord or at the time of commencement of the respective extended term, extend the Term of this Lease (“Renewal Option”) for the Project for up to two (2) successive renewal periods of additional five (5) years year terms. Notwithstanding anything in this Lease to the contrary, if the Term of this Lease, as extended by the provisions of this Section 4.02 or Section 25.03(e), shall exceed twenty (20) years, Base Rent payable for each year of this Lease beyond such twenty (each20) year period shall increase by two percent (2%) per annum. A schedule of Base Rent per square foot of Rentable Area for the maximum permissible Term of this Lease, an “Option Term”); providedincluding periods beyond such twenty (20) year period, however, the Renewal Option is contingent attached hereto as Exhibit "H." This Lease shall be extended effective upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; previous respective term, and (ii) no event has occurred Landlord's receipt of written verification that upon notice or the passage Guarantor agrees to the exercise of time would constitute an Event of Default, unless Landlord has given notice of default such renewal options and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying that the Premises. Following expiration Guarantor shall guarantee the obligations of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty with respect thereto. Within thirty (18030) days prior to after the expiration receipt by Landlord of the current Term. If Tenant fails to give Tenant's notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Termand Guarantor's verification, Landlord and Tenant’s respective rightsTenant covenant that they shall execute an agreement memorializing the exercise of the First Renewal Term or Second Renewal Term. The first such extended term (the "FIRST RENEWAL TERM") shall commence upon the expiration date of the initial term of this Lease, duties expire upon the fifth (5th) anniversary of said date, and obligations shall be governed by upon the terms same terms, covenants and conditions of as provided in this Lease for the Leaseinitial term, except as provided otherwise in this Section. Time is of that the essence in exercising Base Rent payable during the First Renewal Option. c. The Base Rental Term for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, Phase I and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisionseach Project Expansion, if any, but specifically excluding shall be calculated in accordance with Exhibit "H." as modified by Section 5.01 (c) and Article 25. The second such extended term (the value of improvements installed in the Premises at Tenant’s cost"SECOND RENEWAL TERM"), if exercised by Tenant and whether adjustments are then being made conditioned upon Tenant's exercise of its first option to extend, shall commence upon the expiration date of the First Renewal Term of this Lease and expire upon the fifth (5th) anniversary of said date, and be upon the same terms, covenants and conditions as provided in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof this Lease for the Option initial term, except that the Base Rent payable during the Second Renewal Term for Phase I and each Project Expansion, if any, shall be calculated in question)accordance with Exhibit "H." as modified by Section 5.01(c)and Article 25. (b) In order to exercise such renewal options, Tenant shall advise Landlord in writing at least twelve (12) months prior to the end of the initial term, or First Renewal Term, as the case may be, that Tenant intends to exercise its option to renew this Lease. (c) Payment of all Additional Rent and other payments required to be made by Tenant as provided in this Lease for the initial term shall continue to be made during such extended term. For purposes Any termination of such calculation, it will only be assumed that Landlord is paying a representative this Lease during the initial term shall terminate all rights of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termextension hereunder.

Renewal Options. a. Tenant Lessee shall have the right and option to renew extend this Lease with respect to the Lease (“Renewal Option”) Aircraft for two (2) successive renewal periods having a duration of five (5) two years each (each, an each such period being hereinafter referred to as a “Option Renewal Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or each commencing at the expiration of the current Basic Term or a Renewal Term; , as the case may be. During any such Renewal Term, (a) the monthly Basic Rent shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration last day of the final Option Renewal Term allowable hereunderthen in effect, Tenant as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee LA 1 – Lease Agreement and Lessor shall have calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no further right later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utilitypreceding sentence, and location. Such determination shall take into account all relevant factors, including, without limitation, otherwise on the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates same conditions provided for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termherein.

Renewal Options. a. Tenant shall have have, and is hereby granted, the right and option to renew options (the Lease (“Renewal OptionOptions”) to extend the Term of this Lease Agreement for two (2) successive renewal additional periods of five (5) years each (eachas applicable, an the “Option Extended Term”); provided) upon and subject to the following terms, however, the conditions and provisions: A. The Renewal Option is contingent upon the following: Options may only be exercised by Tenant giving irrevocable written notice thereof to Landlord no earlier than twelve (i12) there is not an Event of Default beyond all applicable cure period(smonths nor later than six (6) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days months prior to the expiration of the then current TermTerm of this Lease Agreement. If Tenant fails to give Landlord such written notice to Landlord prior to the 180-day of exercise of such Renewal Option within such specified time period, then Tenant shall forfeit be deemed to have elected not to exercise, and to have waived, such Renewal Option and the Renewal OptionOption shall automatically terminate and expire and be of no further force and effect. It is expressly agreed that Tenant shall not have the option to extend the Term of this Lease Agreement beyond the Extended Term. If Tenant exercises either of the Renewal OptionOptions, then during such Extended Term shall commence immediately upon the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions expiration of the Leasethen current Term of this Lease Agreement (as applicable, except as provided otherwise in this Section. Time is the “Extended Term Commencement Date”). B. If Tenant exercises either of the essence Renewal Options (in exercising accordance with and subject to the Renewal Option. c. The Base Rental for an Option provisions of this Section 51), the Extended Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utilityupon, and location. Such determination shall take into account subject to, all relevant factorsof the terms, covenants and conditions provided in this Lease Agreement except for any terms, covenants and conditions that are expressly or by their nature inapplicable to the Extended Term (including, without limitation, the right to renew the Term of this Lease Agreement beyond the Extended Term) and except that (i) the annual Base Rent and other economic considerations during the Extended Term shall be equal to the Prevailing Market Rental Rate (as defined in accordance with Section 51.D below and determined by Landlord at the time Tenant exercises such Renewal Option and (ii) the Leased Premises and all leasehold improvements relating thereto will be provided in the condition they exist (i.e., “AS IS” and “WITH ALL FAULTS”) on the Extended Term Commencement Date, and this Lease Agreement shall be deemed to have been automatically amended as of the Extended Term Commencement Date in accordance with this Section 51. Tenant and Landlord shall promptly (but in no event longer than fifteen (15) days after Landlord’s submission of the amendment to Tenant) execute and deliver an appropriate amendment of this Lease Agreement to evidence such terms following matterscommencement of the Extended Term. C. Notwithstanding any provision herein to the contrary, Tenant shall not have the right to extend the Term of this Lease Agreement pursuant to this Section 51 and such right shall automatically terminate and be of no further force and effect if, at the time Tenant exercises such Renewal Option or on the Extended Term Commencement Date, Tenant is in default under this Lease Agreement beyond any applicable grace period. Tenant shall not have the right to assign the Renewal Options to any sublessee or assignee of the Leased Premises, nor may any such sublessee or assignee exercise the Renewal Options. D. As used in this Lease Agreement, the term “Prevailing Market Rental Rate” means, as to any space subject to this Lease Agreement for which it is being determined (the “Subject Premises”), the annual amount of “gross” rental that a willing tenant would pay in a similar type transaction (i.e., renewal) and a willing landlord would accept in arm’s length, bona fide negotiations for lease of the Subject Premises to be executed at the time of determination and to commence on the commencement of the subject lease term, based upon other lease transactions made in the Building and other comparable office buildings in the Gulf Freeway/Clear Lake area of Houston, Texas, taking into consideration all relevant terms and conditions of any comparable leasing transactions, including, without limitation: (i) location, quality and age of the building (taking into consideration renovations); (ii) use and size of the space in question; (iii) location and/or floor level within the building; (iv) extent of leasehold improvement allowances (considering existing improvements); (v) the amount of any abatement of rental or other charges; (vi) parking charges or inclusion of same in rental; (vii) lease takeovers/assumptions; (viii) club memberships; (ix) relocation allowances; (x) refurbishment and repainting allowances; (xi) any and all other concessions or inducements; (xii) extent of services provided or to be provided; (xiii) distinction between “gross” and “net” lease; (xiv) base year or dollar amount for escalation purposes (both operating costs and ad valorem/real estate taxes); (xv) any other adjustments (including by way of indexes) to base rental; (xvi) credit standing and financial stature of Tenantthe tenant or subtenant; the and (xvii) length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. (1) So long as there is no uncured default hereunder by Tenant as of the date of Tenant's exercise of any Renewal Option or as of the date of the commencement of any Renewal Term, Tenant shall have the right be entitled and option to renew the Lease (“Renewal Option”) for is hereby granted two (2) successive renewal periods options (the "Renewal Options") to extend the Term for an additional period of five (5) years each (eachthe "Renewal Terms"). Except for Base Rent, an “Option Term”)as hereinafter defined and separately provided for, the Renewal Terms shall be on all the other terms and conditions of this Lease; provided, however, the Renewal Option is contingent upon the following: that (i) there is not an Event upon the exercise of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the first Renewal Option or at the expiration Tenant shall have only one remaining Renewal Option and upon its exercise of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final second Renewal Option Term allowable hereunder, Tenant shall have no further right or option to renew or extend the Lease pursuant Term without Landlord's written consent, which may be withheld in Landlord's sole discretion, and (ii) Landlord shall not have any obligations to this Section 5. b. make any improvements or otherwise provide any inducement to Tenant. Tenant shall exercise the each Renewal Option Option, if at all, only by giving written notice of such exercise to Landlord notice at least one hundred eighty not less than six (1806) days months, nor more than twelve (12) months, prior to the expiration of the Initial Term or first Renewal Term, as the case may be. Should Tenant fail to timely exercise a Renewal Option in accordance with the preceding provisions, then the Term shall expire and this Lease shall terminate at the end of the Initial Term or the current Renewal Term, as applicable, and Tenant shall have no further right or option to renew or extend the Term. If Tenant fails to give Tenant's exercise of a Renewal Option shall be irrevocable. (2) Within thirty (30) days after Landlord receives Tenant's written notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the of its exercise of a Renewal Option, then during Landlord shall deliver a notice to Tenant (the Option "Market Rate Notice") specifying the Market Rate for the applicable Renewal Term, Landlord such to be based upon Landlord's reasonable and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions good-faith determination of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental rents being charged for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utilityutility and location, and locationfor terms commensurate with the applicable Renewal Term. Tenant shall have thirty (30) days (the "Examination Period") from its receipt of the Market Rate Notice to accept or reject Landlord's designation of the Market Rate. If Tenant accepts Landlord's designation of the Market Rate, the "Base Rent" for the Renewal Term will be the Market Rate as set forth in the Market Rate Notice. If Tenant fails to reject in writing Landlord's designation of the Market Rate set forth in the Market Rate Notice during the Examination Period, Tenant shall be deemed to have accepted Landlord's designation of the Market Rate, the Base Rent for the Renewal Term will be the Market Rate set forth in the Market Rate Notice. If Tenant timely rejects Landlord's designation of the Market Rate prior to the expiration of the Examination Period and Landlord and Tenant cannot agree in writing on the Market Rate within fifteen (15) days after the date Landlord receives Tenant's timely rejection of Landlord's designation of the Market Rate set forth in the Market Rate Notice (the "Negotiation Period"), Base Rent for the applicable Renewal Term will be determined as follows: (i) Tenant's notice to Landlord of Tenant's rejection of Landlord's designation of the Market Rate shall include Tenant's designation of its appraiser for purposes of determining the Market Rate in the event Landlord and Tenant cannot agree on the Market Rate during the Negotiation Period. Such determination notice shall take into account all relevant factorsfurther include appraiser's name, address and telephone number. Within ten (10) days after the expiration of the Negotiation Period (assuming that Landlord and Tenant cannot agree on the Base Rent during the Negotiation Period); Landlord shall select an appraiser of its choice and give Tenant written notice of such appraiser's name, address and telephone number. (ii) The two (2) selected appraisers shall attempt to mutually determine the fair rental value of the Leased Premises for the applicable Renewal Term and the "Base Rent" for such Renewal Term will be the fair market value as so determined. If the two (2) selected appraisers cannot agree on the fair rental value for the Leased Premises for the applicable Renewal Period within thirty (30) days after Landlord has notified Tenant of Landlord's selected appraiser, then those appraisers shall select another individual as a third appraiser within fifteen (15) days after the expiration of such thirty (30) day period, and shall furnish Landlord and Tenant written notice of such appraiser's name, address and telephone number. All appraisers selected shall be M.A.I. appraisers, unless Landlord and Tenant shall otherwise agree in writing, each having at least ten (10) years experience with commercial property in the Dallas/Fort Worth, Texas metroplex area. (iii) Each of the three (3) selected appraisers shall then individually determine the fair rental value of the Leased Premises for the applicable Renewal Term within thirty (30) days after the selection of the third appraiser and the "Base Rent" for such Renewal Term shall be the average of the three (3) appraisals. (iv) If the procedure set forth in above is implemented, and if for any reason whatsoever (including, without limitation, the following matters: institution of any judicial or other legal proceedings), the credit standing of Tenant; Base Rent for any Renewal Term has not been finally determined prior to the length first day of the term; applicable extended Renewal Term, then the fact that Market Rate initially determined by Landlord will experience no vacancy period in good faith shall be the Base Rent for all purposes under the Lease until such time as the Base Rent is finally determined as set forth above, and that Landlord and Tenant will not suffer shall, by appropriate payments to the other, correct any overpayment or underpayment which may have been made prior to such final determination. (v) All fees, costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission expenses incurred in connection with obtaining the appraisals and the arbitration procedure set forth in this paragraph shall be shared equally by Landlord and Tenant; however, Landlord and Tenant shall each bear their own attorneys' fees incurred with respect to this procedure. (3) Tenant may not assign the Renewal Options to any assignee or subleases of the Lease that is not a Permitted Assignee (hereinafter defined). No assignee or sublessee may exercise the Renewal Options unless such is a Permitted Assignee of Tenant. (4) If the Term is extended pursuant to Tenant's exercise of a Renewal Option, Landlord shall prepare, and Landlord and Tenant will execute and deliver an amendment to this Lease extending the Term and specifying the new Base Rent; provided, however, that the failure of the parties to enter into such an amendment will not affect the validity of Tenant's exercise of the Renewal Option Term in question if Landlord is in fact paying a brokerage commission to a representative or the obligations of Tenant in connection with the applicable Option parties during the Renewal Term.

Renewal Options. a. 41.01 Tenant shall have the right and option to renew the Lease (“Renewal Option”) for is hereby granted two (2) successive renewal periods options (each, an "Extension Option," and collectively, the "Extension Options,") to extend the Lease Term for an additional term of five (5) years each (each, an “Option "Extension Term”); provided, however" and collectively, the Renewal Option is contingent upon "Extension Terms") each beginning on the following: day after expiration of the Initial Lease Term or the first Extension Term, as the case may be, and expiring on the date five (i5) there is not years thereafter (unless terminated sooner pursuant to any other terms or provisions of the Lease), on all of the same terms and conditions as set forth in the Lease, but at an Event of Default beyond all applicable cure period(s) at adjusted Base Monthly Rent as set forth in Section 41.02 below (and without any additional option to extend the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at Lease Term after the expiration of the current second Extension Term; (ii) no event has occurred that upon notice or the passage ). The Extension Options may be exercised by Tenant only by delivery of time would constitute an Event of Default, unless Landlord has given written notice of default and Tenant is diligently attempting such exercise (the "Extension Notice") to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunderLandlord, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option which Extension Notice must be received by giving Landlord notice at least one hundred eighty (180) days before the expiration of the Initial Lease Term, or the first Extension Term, as applicable. If Tenant fails to timely deliver the Extension Notice, or if this Lease is terminated pursuant to any of its other terms or provisions prior to the expiration of the current Initial Lease Term or the first Extension Term, as the case may be, all remaining Extension Options shall lapse, and Tenant shall have no right to extend or further extend the Lease Term. If Each Extension Option shall be exercisable by Tenant fails to give notice to Landlord on the express conditions that (1) at the time of delivery of Tenant's Extension Notice and at all times thereafter and prior to the 180-day periodcommencement of the applicable Extension Term, then Tenant shall forfeit the Renewal Option. If not be in default under this Lease, (2) Tenant exercises the Renewal Option, then has not previously been in default (whether or not such default has been timely cured) under this Lease on more than three (3) occasions during the Option Lease Term, Landlord and (3) Tenant has not Transferred all or any portion of its interest under this Lease, it being understood that the Extension Options are personal to the original named Tenant under this Lease. After exercise of each Extension Option by Tenant in accordance with the foregoing provisions, Tenant’s respective rights, duties and obligations 's obligation to renew shall be governed irrevocable by Tenant. 41.02 Base Monthly Rent during each thirty (30) month period of each Extension Term shall be computed as follows. As used herein, the terms term, "Extension Adjustment Month," shall mean the first (1st) and conditions thirty-first (31st) months of each Extension Term, the term, "Extension Comparison Index," shall mean the Index published and which is in effect the third month preceding the commencement of the Leaseapplicable Extension Adjustment Month, except as provided otherwise and the term, "Beginning Index," shall mean the Index published which is in this Section. Time is effect during the eighty-eighth (88th) month of the essence in exercising the Renewal Option. c. The Lease Term. Base Rental Monthly Rent for an Option each thirty (30) month period during each Extension Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean product of the market rental rate Base Monthly Rent as specified in Section 1.07 above (for months 91-120 of the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”Initial Lease Term) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitationmultiplied by a fraction, the following matters: numerator being the credit standing applicable Extension Comparison Index and the denominator being the Beginning Index. In no event, however, shall the Base Monthly Rent during any period of Tenant; any Extension Term be less than the length Base Monthly Rent due during the immediately preceding period of the term; the fact that Lease Term. Landlord will experience no vacancy period and that give Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new leasenotice of each increase by written invoice; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowancehowever, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value failure of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (give such notice shall not be construed as a waiver of the increase and any such increased amount shall accrue as rent. If after this Lease is executed, the Index is discontinued or revised during the lack thereof for Extension Term, Landlord reserved the Option Term right to use a conversion factor, formula or table as may be published by the Bureau of Labor Statistics or a different Index in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with order to obtain substantially the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termsame result.

Renewal Options. a. Tenant shall have have, and is hereby granted, the right and option to renew options (the Lease (“Renewal OptionOptions”) to extend the Term of this Lease Agreement for two (2) successive renewal additional periods of five (5) years each (eachas applicable, an the “Option Extended Term”); provided) upon and subject to the following terms, however, the conditions and provisions: A. The Renewal Option is contingent upon the following: Options may only be exercised by Tenant giving irrevocable written notice thereof to Landlord no earlier than fourteen (i14) there is not an Event of Default beyond all applicable cure period(smonths nor later than nine (9) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days months prior to the expiration of the then current TermTerm of this Lease Agreement. If Tenant fails to give Landlord such written notice to Landlord prior to the 180-day of exercise of such Renewal Option within such specified time period, then Tenant shall forfeit be deemed to have elected not to exercise, and to have waived, such Renewal Option and the Renewal OptionOption shall automatically terminate and expire and be of no further force and effect. It is expressly agreed that Tenant shall not have the option to extend the Term of this Lease Agreement beyond the Extended Term. If Tenant exercises either of the Renewal OptionOptions, then during such Extended Term shall commence immediately upon the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions expiration of the Leasethen current Term of this Lease Agreement (as applicable, except as provided otherwise in this Section. Time is the “Extended Term Commencement Date”). B. If Tenant exercises either of the essence Renewal Options (in exercising accordance with and subject to the Renewal Option. c. The Base Rental for an Option provisions of this Section 49), the Extended Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utilityupon, and location. Such determination shall take into account subject to, all relevant factorsof the terms, covenants and conditions provided in this Lease Agreement except for any terms, covenants and conditions that are expressly or by their nature inapplicable to the Extended Term (including, without limitation, the following matters: right to renew the credit standing Term of Tenant; this Lease Agreement beyond the length Extended Term) and except that (i) the annual Base Rent during the applicable Extended Term shall be equal to the Prevailing Market Rental Rate (as defined and determined in accordance with Section 50 below) at the time Tenant exercises such Renewal Option, and (ii) the Leased Premises and all leasehold improvements relating thereto will be provided in the condition they exist (i.e., “AS IS” and “WITH ALL FAULTS”) on the Extended Term Commencement Date, and this Lease Agreement shall be deemed to have been automatically amended as of the term; Extended Term Commencement Date in accordance with this Section 49. Tenant and Landlord shall promptly (but in no event longer than fifteen (15) days after Landlord’s submission of the fact that Landlord will experience amendment to Tenant) execute and deliver an appropriate amendment of this Lease Agreement to evidence such terms following commencement of the Extended Term. C. Notwithstanding any provision herein to the contrary, Tenant shall not have the right to extend the Term of this Lease Agreement pursuant to this Section 49 and such right shall automatically terminate and be of no vacancy period further force and that effect if, at the time Tenant will not suffer exercises such Renewal Option or on the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Extended Term Commencement Date, Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the default under this Lease Agreement beyond any applicable Option Termgrace period.

Renewal Options. a. 1. If, on the expiration of the Term of this Lease --------------- and the date Tenant shall have the right and option notifies Landlord of its intention to renew the Lease Term (“Renewal Option”) for two as provided in subsection (2) successive renewal periods below), (i) Tenant is not in default under this Lease beyond any applicable notice and cure period provided for in this Lease, and (ii) this Lease is in full force and effect, then Tenant shall have and may exercise an option to renew this Lease for an additional term of five (5) years each (each, an “Option the "Renewal Term”); provided, however, ") upon the same terms and conditions contained in this Lease ------------ with the exceptions that the rental for the Renewal Option Term shall be the then- prevailing market rate of rent in the Herndon, Virginia area, inclusive of consideration of then-current market concessions (including, without limitation, refurbishment allowances and rent abatement) (the "Renewal Rental Rate"). ------------------- 2. If Tenant desires to renew this Lease pursuant to subsection (1) above, Tenant must notify Landlord in writing of its intention to renew (the "Renewal Notice") not less than twelve (12) months prior to the expiration of --------------- the Term of this Lease (the "Expiration Date"). Landlord shall, within ten (10) --------------- business days following the later of Landlord's receipt of such Renewal Notice or the date which is contingent upon twelve (12) months prior to the following: Expiration Date, notify Tenant in writing of Landlord's determination of the Renewal Rental Rate and Tenant shall, within the next ten (10) business days following receipt of Landlord's determination of the Renewal Rental Rate, notify Landlord in writing of Tenant's acceptance or rejection of Landlord's determination of the Renewal Rental Rate. If Tenant timely notifies Landlord of Tenant's acceptance of Landlord's determination of the Renewal Rental Rate, this Lease shall be extended as provided herein and Landlord and Tenant shall enter into an amendment to this Lease to reflect the extension of the Lease Term and changes in Base Rent in accordance with this Exhibit. If (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives timely notifies Landlord notice in writing of Tenant’s intention to exercise 's rejection of Landlord's determination of the Renewal Option Rental Rate or at (ii) Tenant does not notify Landlord in writing of Tenant's acceptance or rejection of Landlord's determination of the Renewal Rental Rate within such ten (10) business day period, Landlord and Tenant will promptly attempt to agree on the Renewal Rental Rate. If Landlord and Tenant cannot agree within ten (10) business days of Tenant's rejection in subclause (i) hereinabove or the expiration of the current Term; ten (10) business days period referred to in subclause (ii) no event has occurred that upon hereinabove, then Tenant may either (A) withdraw its Renewal Notice by written notice to Landlord, in which event, all of Tenant's rights under this Paragraph A shall immediately and irrevocably terminate, or (B) proceed promptly to determine the passage of time would constitute an Event of DefaultRenewal Rental rate by appraisal, unless in which case, Landlord has given notice of default and Tenant is diligently attempting shall each select a qualified independent real estate broker or appraiser (i.e., a real estate broker or appraiser with no prior or existing contractual relationship with either party) with at least five (5) years experience in leasing office buildings in the Herndon, Virginia area to cure such event; and determine the Renewal Rental Rate. If the values determined by the brokers/appraisers are less than ten percent (iii10%) Tenant is occupying apart, the average of the values determined by them shall be deemed the Renewal Rental Rate for the Premises. Following expiration of If the final Option Term allowable hereunderbrokers/appraisers do not agree, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty and if their determinations are more than ten percent (18010%) apart, then on or before seventy-five (75) days prior to the expiration commencement of the current Renewal Term, the two brokers/appraisers shall select a third independent broker/appraiser who will determine the Renewal Rental Rate for the Premises. If Tenant fails to give notice to Landlord the value determined by the third broker/appraiser is between the values determined by the two prior broker/appraisers, the determination of the third broker/appraiser will control. If the third broker/appraiser's determination is not between the values determined by the two prior broker/appraisers, then the value of the first two broker/appraisers closest to the 180-day period, then Tenant shall forfeit value of the third broker/appraiser will be the Renewal Optionrental Rate for the Premises. If Tenant exercises Each party shall pay the Renewal Optionfees and expenses of its broker/appraiser, then during and the Option Term, fees and expenses of the third broker/appraiser shall be shared equally between Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. 22.1 Subject to the provisions hereinafter set forth, Landlord hereby grants to Tenant shall have the right and an option to renew extend the Lease Term of this Lease, for a period of three (3) years, subject to variation pursuant to the terms of Section 23.4 and 24.4 below (the “First Renewal OptionPeriod”) after the expiration of the initial Term, which First Renewal Period shall commence on the day after the Expiration Date (the “First Renewal Period Commencement Date”) and end on the day before the third (3rd) anniversary of the First Renewal Period Commencement Date and an option to extend the Term of this Lease, for two a period of three (23) successive renewal periods years, subject to variation pursuant to the terms of five Section 23.4 and 24.4 below (5the “Second Renewal Period”) years each after the expiration of the First Renewal Period, which Second Renewal Period shall commence on the day after the expiration of the First Renewal Period (the “Second Renewal Period Commencement Date”) and end on the day before the third (3rd) anniversary of the Second Renewal Period Commencement Date. 22.2 Each such option shall be exercisable by written notice (each, a “Renewal Notice”) from Tenant to Landlord of Tenant’s election to exercise said option given not later than nine(9) months prior to the First Renewal Period Commencement Date or Second Renewal Period Commencement Date, as applicable. If Tenant’s then applicable option is not so exercised, said option and all future options shall thereupon expire. 22.3 Tenant may only exercise either such option, and an “Option Term”); providedexercise thereof shall only be effective, however, the Renewal Option is contingent upon the following: if (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise of said option and on the First Renewal Option Period Commencement Date or at the expiration Second Renewal Period Commencement Date, as applicable, this Lease is in full force and effect and no Event of the current Term; Default by Tenant exists, and (ii) inasmuch as said option is intended only for the benefit of the original Tenant named in this Lease and said Tenant has not assigned this Lease or sublet more than fifty percent (50%) of the Premises for substantially all of the remaining term other than through a Permitted Transfer. Without limitation of the foregoing, no event has occurred that upon notice sublessee or assignee other than an assignee through a Permitted Transfer shall be entitled to exercise said option. 22.4 Base Rent payable during each Renewal Period with respect to all space included in the passage Premises as of time would constitute an Event the First Renewal Period Commencement Date or Second Renewal Period Commencement Date, as applicable shall be equal to ninety-five percent (95%) of Default, unless the Market Rent (as hereinafter defined). Landlord has given shall give Tenant written notice of default and the Market Rent, including yearly escalations, within thirty (30) days following written request by Tenant is diligently attempting but not earlier than twelve (12) months prior to cure such event; and (iii) the First Renewal Period Commencement Date or Second Renewal Period Commencement Date, as applicable. If Tenant is occupying the Premises. Following expiration disagrees with Landlord’s determination of the final Option Term allowable hereunderMarket Rent, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving notify Landlord notice at least one hundred eighty of such disagreement within twenty (18020) days prior to the expiration after receipt of Landlord’s determination of the current TermMarket Rent, which notice shall set forth Tenant’s determination of the Market Rent. If Tenant fails to give notice to so notify Landlord prior to of Tenant’s disagreement and Tenant’s determination of Market Rent within the 180-day required time period, then Tenant Landlord’s determination of the Market Rent shall forfeit the Renewal Optionbe binding on Tenant. If Tenant exercises so notifies Landlord that Landlord’s determination of the Renewal Option, then during the Option TermMarket Rent is not acceptable to Tenant together with Tenant’s determination of Market Rent, Landlord and Tenant shall, during the fifteen (15) day period after Tenant’s respective rightsnotice (the “Negotiation Period”), duties attempt to agree on the Market Rent. If Landlord and obligations Tenant are unable to agree, Tenant shall within ten (10) days after the Negotiation Period, either (i) accept Landlord’s determination of the Market Rent, (ii) if Tenant has not already exercised its then current option, reject Landlord’s determination and decline to exercise such option, or (iii) reject such determination, exercise such option, if Tenant has not already done so, and submit the determination to binding arbitration as provided below. If Tenant fails to so notify Landlord of Tenant’s election under the preceding sentence within said ten (10) day period after the Negotiation Period, Tenant shall be governed deemed to have rejected Landlord’s determination and to have declined to exercise its current option, if Tenant had not already exercised such option. In the event Tenant timely elects arbitration to determine the Market Rent, Landlord and Tenant shall, within ten (10) days after such election to arbitrate, each select a real estate broker who shall have at least ten (10) years’ experience in leasing office space in the Market Area, with working knowledge of current rental rates and practices and shall not be an employee of Landlord or Tenant or a broker retained by Landlord of Tenant in the previous twelve (12) month period. If either Landlord or Tenant fails to appoint a real estate broker within the ten (10) day period referred to above, the real estate broker appointed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term other party shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate sole real estate broker for the time period such determination is being made purposes hereof. Upon selection, Landlord’s and Tenant’s real estate broker shall select an independent third real estate broker meeting the aforementioned criteria, which third real estate broker must not have been employed or engaged by either Landlord or Tenant within the previous twelve (12) month period. If the two (2) real estate brokers cannot agree on the selection of the independent third real estate broker within ten (10) days of their selection, then either party may request appointment of the independent third real estate broker by application to the JAMS. Once the independent third real estate broker has been selected as provided for office space above (or, if a party has failed to timely select any real estate broker, then once that party has failed to make that selection), then, as soon thereafter as practicable but in same class office buildings in the area of Franklin, Tennessee any case within fourteen (the “Area”14) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitationdays, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant independent third real estate broker (or the lack thereof sole real estate broker, as applicable) shall make his/her determination of which of Landlord’s estimate of the Market Rent or Tenant’s estimate of the Market Rent (collectively, the “Estimates”) most closely reflects the actual Market Rent for the Option Term First Renewal Period or the Second Renewal Period, as applicable, and such Estimate shall be binding on both Landlord and Tenant as the Market Rent for the Premises for such Renewal Period. Such independent, third real estate broker shall only be permitted to select either Landlord’s or Tenant’s Estimate after making his/her independent determination of the Market Rent and shall not be permitted to establish a different rate. The parties shall share equally in questionthe costs of the third real estate broker (or the sole real estate broker, as applicable). For purposes Any fees of any leasing broker, counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such real estate broker, counsel or expert. 22.5 If Tenant has validly exercised one of such calculationoptions, it will only within thirty (30) days after the parties hereto agree upon the Market Rent, Landlord and Tenant shall enter into a written amendment to this Lease confirming the terms, conditions and provisions applicable to the First Renewal Period or Second Renewal Period, as applicable, as determined in accordance herewith, with such revisions to the rental provisions of this Lease as may be assumed that Landlord is paying a representative necessary to conform such provisions to the Market Rent. Tenant’s failure to timely execute such amendment shall not negate the irrevocable nature of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option TermTenant’s election.

Renewal Options. a. Section 7.01. Tenant shall have the right and option to renew the Lease (“Renewal Option”) for two (2) successive renewal periods of five (5) successive options to extend the Base Term of this Lease for an additional term of five years (each (eachsuch period or any combination of such periods are referred to as the "Renewal Term" or "Renewal Terms"), an “Option Term”); providedprovided that Tenant, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time of the exercise of each such option or thereafter shall not be in default under any of the material terms, covenants or conditions of this Lease, beyond the time within which Tenant gives Landlord notice may cure such default under the provisions of Tenant’s intention this Lease. Section 7.02. Each Renewal Term shall be upon the same terms and conditions as contained in this Lease except (a) the Base Annual Rental to be paid shall be that amount set forth in Section 7.04, (b) after the exercise of the Renewal Option fifth renewal option there shall be no further option, privilege or at right to extend the Term of this Lease beyond the expiration of the current Renewal Term; (iic) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting failure to cure such eventexercise any one renewal option shall cause all subsequent renewal options to expire; and (iiid) Tenant is occupying in no event shall the Premises. Following expiration Term be forty-nine years or more (this Lease shall, in such circumstance, expire on the day preceding the forty-ninth anniversary of the final Option Commencement Late) Section 7.03. Each option to extend the Term allowable hereundermust be exercised by Tenant giving notice to Landlord in the manner specified in Article 21. The first option (to extend the Base Term) may only be exercised by giving notice no later than twenty-four months nor earlier than thirty-six months prior to the Expiration Date. Thereafter, all subsequent options must be exercised no earlier than twenty-four months and no later than eighteen months prior to the end of such Renewal Term. Upon the effective exercise of any option this Lease shall be deemed to be extended without the execution of any further lease or other instrument. As soon as practical after Tenant's exercise of this option, Landlord and Tenant shall have no further right seek to renew negotiate the Base Annual Rent for Renewal Lease pursuant Year One of the respective Renewal Term. In the event that Landlord and Tenant cannot agree upon such Base Annual Rent by the commencement of the tenth day prior to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days commencement of the eighteenth month prior to the expiration of the current Base Term or Renewal Term. If , as the case may be, (a) Tenant fails to give may withdraw its exercise of its renewal option by giving notice to Landlord prior to in the 180-day periodsame manner as Tenant exercised such option; and (b) if Tenant does not withdraw its exercise, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations Base Annual Rent shall be governed by determined in accordance with the terms and conditions of the Lease, except as provided otherwise procedure set forth in this Section. Time is of the essence in exercising the Renewal OptionSection 7.04. c. Section 7.04. The Base Rental for an Option Annual Rent to be paid during each Renewal Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such determined as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.follows:

Renewal Options. a. Section 43.1 Provided that (a) this Lease is in full force and effect as of the date of the First Renewal Notice (as hereinafter defined) and the Second Renewal Notice (as hereinafter defined), as the case may be, (b) there shall not then be existing an Event of Default hereunder and (c) Tenant shall be in actual physical occupancy of at least 50% of the Premises on the date of the applicable Renewal Notice and upon commencement of the applicable Renewal Term, Tenant shall have two options to extend the right Term of this Lease, each for an additional term of five years (respectively, the “First Renewal Term” and the “Second Renewal Term” and collectively, the “Renewal Terms”), commencing on the day after the Fixed Expiration Date, in the case of the First Renewal Term, and commencing on the day after the last day of the First Renewal Term, in the case of the Second Renewal Term. Notwithstanding the preceding sentence, Landlord, in its sole discretion, may waive any Event of Default by Tenant and no such Event of Default may be used by Tenant to negate the effectiveness of Tenant’s exercise of the option(s) hereunder. Tenant’s option with respect to the First Renewal Term shall be exercisable by written notice (the “First Renewal Notice”) to Landlord given not later than twelve (12) months prior to the Fixed Expiration Date. Tenant’s option with respect to the Second Renewal Term, shall be exercisable by written notice (the “Second Renewal Notice”) to Landlord given not later than twelve (12) months prior to the last day of the First Renewal Term. The Renewal Terms shall constitute extensions of the initial Term of this Lease and shall be upon all of the same terms and conditions as the initial Term, except that (i) there shall be only one option to renew the term of this Lease (“for the Second Renewal Option”) for two (2) successive renewal periods Term in the First Renewal Term, and there shall be no further option to renew the term of five (5) years each (eachthis Lease in the Second Renewal Term, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice Landlord shall not be required to furnish any materials or perform any work to prepare the passage of time would constitute an Event of DefaultPremises for Tenant’s occupancy and Landlord shall not be required to reimburse Tenant for any Back to Contents Alterations made or to be made by Tenant, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) the Fixed Rent for the Renewal Terms shall be payable at a rate per annum equal to the fair market rental value of the Premises as of the first day of the First Renewal Term in the case of the First Renewal Term, and as of the first day of the Second Renewal Term in the case of the Second Renewal Term. During both Renewal Terms, all sums of Additional Rent that Tenant is occupying obligated to pay under this Lease during the Premises. Following expiration initial Term shall continue without interruption, it being the intention of the final Option parties hereto that the Renewal Terms shall be deemed a part of and continuation of the initial Term allowable hereunder, of this Lease. Section 43.2 If Tenant shall have no further right given the First Renewal Notice or the Second Renewal Notice, as the case may be, in accordance with Section 43.1 of this Article 43, the parties shall endeavor to renew agree upon the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration fair market rental value of the current Premises, as of the first day of each Renewal Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the In determining fair market rental rate for value, the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination parties shall take into account all relevant factorsfactors and the Premises shall be deemed to have Building standard improvements, includingnotwithstanding that Tenant may have installed above standard improvements. In the event that the parties are unable to agree upon such fair market value for either Renewal Term within thirty (30) days after the giving of the First Renewal Notice or the Second Renewal Notice as the case may be, without limitationthen Tenant shall have the right to void the First Renewal Notice or Second Renewal Notice, as the case may be, upon notice to Landlord, or if Tenant does not so void such notice then either party may request that the same be determined as follows: A senior officer of a nationally recognized leasing brokerage firm with local knowledge of Westchester County real estate and knowledge of the greater New York laboratory / research and development leasing market (the “Baseball Arbitrator”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Baseball Arbitrator, then the same shall be designated by the Manhattan Chapter of the American Arbitration Association or any successor organization thereto (the “AAA”). The Baseball Arbitrator selected by the parties or designated by the President of the AAA shall (i) have at least ten years experience in the leasing of office and laboratory / research and development space in Westchester County and (ii) not have been employed or retained by either Landlord or Tenant or any affiliate of either for a period of at least 10 years prior to his/her appointment pursuant hereto. Landlord and Tenant shall each submit to the Baseball Arbitrator and to the other its determination of the fair market rental value. The Baseball Arbitrator shall afford to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two rent determinations more closely represents the fair market rental value of the Premises. The arbitrator may not select any other fair market rental value for the Premises other than one submitted by Landlord or Tenant. The determination of the party so selected or designated shall be binding upon Landlord and Tenant and shall serve as the basis for the determination of the Fixed Rent payable for the applicable Renewal Term. If, as of the commencement date of the applicable Renewal Term, the following matters: the credit standing of Tenant; the length amount of the term; Fixed Rent payable during the fact that Landlord will experience no vacancy period applicable Renewal Term in accordance with this Article 43 shall not have been determined, then, pending such determination, Tenant shall pay Fixed Rent equal to the Fixed Rent payable in respect of the last year of the Initial Term in the case of the First Renewal Term and that Tenant will in the last year of the First Renewal Term in the case of the Second Renewal Term. After the final determination of the Fixed Rent payable for such Renewal Term, the parties promptly and appropriately shall adjust rental payments theretofore made during the applicable Renewal Term and shall execute a written agreement specifying the amount of the Fixed Rent as so Back to Contents determined. Any failure of the parties to execute such written agreement shall not suffer affect the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable validity of the Fixed Rent as so determined. Section 43.3 It is an express condition of the options granted to Tenant in pursuant to the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding terms of this Article 43 that time is of the value of improvements installed in the Premises at essence with respect to Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes exercise of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with options within the Option Term in question if Landlord is in fact paying a brokerage commission periods above provided. Back to a representative of Tenant in connection with the applicable Option Term.Contents

Renewal Options. a. Tenant shall have the right and option to renew the Lease (“Renewal Option”) for two (2) successive renewal periods consecutive options (respectively, the “First Renewal Option” and the “Second Renewal Option” and collectively, the “Renewal Options”) to extend the Term of five this Lease. Each Renewal Option shall be for a term of twenty-four (524) years each months (eachrespectively, an the “Option First Renewal Term” and the “Second Renewal Term” and collectively, the “Renewal Terms”); provided, however, the . Any Renewal Option is contingent upon the following: (i) there is not shall be void if an Event of Default beyond all applicable cure period(s) by Tenant exists, either at the time Tenant gives Landlord notice of Tenant’s intention to exercise of the Renewal Option or at the expiration time of commencement of the current Renewal Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Each Renewal Option must be exercised, if at all, by giving written notice from Tenant to Landlord notice at least one hundred eighty given not less than twelve (18012) days months prior to the expiration of the then current Term. If Tenant fails Landlord shall have the right to give cancel any Renewal Option in the event Landlord intends to redevelop the Premises, which shall be demonstrated by a submittal of redevelopment plans to the City of Palo Alto at any time during the Term; provided that Landlord delivers written notice to Tenant of Landlord prior to the 180-day period, then Tenant shall forfeit the having made such submittal within thirty (30) days after Landlord’s receipt of Tenant’s notice exercising its Renewal Option. If Tenant exercises the The Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations Terms shall be governed by upon the same terms and conditions of the as set forth in this Lease, except that the monthly Base Rent payable hereunder shall be as provided otherwise in this Sectionfollows: Tenant shall not be entitled to any tenant improvement allowance during any Renewal Term. Time is From and after the exercise of each Renewal Option (a) all references to “Expiration Date” shall be deemed to refer to the last day of the essence in exercising applicable Renewal Term, and (b) all references to “Term” shall be deemed to include the applicable Renewal Term. The Renewal Options are personal to Tenant and shall be inapplicable and null and void if Tenant assigns its interest under this Lease to any Transferee other than a Permitted Transferee. Tenant’s right to exercise the Second Renewal Option is contingent on Tenant having exercised the First Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. Tenant shall have the right and option to renew the Lease (“Renewal Option”) for two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office bank and financial space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.of

Renewal Options. a. If, immediately prior to the expiration of the initial term of this Lease, this Lease shall be in force and effect and provided that Tenant, not less than six (6) months prior to the expiration of such term, shall have given to Landlord written notice of Tenant's desire to renew this Lease, the giving of such notice by Tenant shall have the right and option be effective to renew this Lease and extend the Lease (“Renewal Option”) term hereof as to the Premises and, without the necessity for execution of any further instrument by either party, for an additional two (2) successive renewal periods lease terms of five (5) years each (each, an “Option Term”the "Renewal Term(s); provided, however") from and after the expiration of said initial term. If Tenant exercises such initial renewal option, the Renewal Option is contingent upon Tenant shall have the following: right to renew for another five (i5) there is not an Event of Default beyond all applicable cure period(syear period by giving notice six (6) at the time Tenant gives Landlord notice of Tenant’s intention months prior to exercise the Renewal Option or at the expiration of the current initial Renewal Term; (ii. The giving of this second notice shall also be effective to renew the Lease and further extend the term without the necessity for execution of any further instruments by either party. The Renewal Term(s) no event has occurred that upon notice or shall be on the passage of time would constitute an Event of Defaultsame covenants, unless Landlord has given notice of default agreements, terms, provisions and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying conditions as are contained herein for the Premises. Following expiration of the final Option Term allowable hereunder, initial term except Tenant shall have no further right to renew extend the term of this Lease pursuant after the second Renewal Term. Base Rent for each year during the entirety of such Renewal Term(s) on the premises shall, however, be at the "Renewal Rate" (as hereinafter defined). The "Renewal Rate" for purposes of calculating Base Rent payable during such Renewal Term(s) shall be the amount equal to 95% of the then prevailing Fair Market Rent. In no event shall the total rent during any year of any Renewal Term(s) be less than the total rent paid during the prior preceding year. Landlord and Tenant will negotiate in good faith to agree on such lease rent. Ninety (90) days preceding the date prescribed for exercise of any option to extend this Section 5. b. Lease, Landlord agrees to furnish to Tenant the proposed Renewal Rate for the appropriate Renewal Term. Tenant's Notice period shall be shortened day for day for each day Landlord fails to provide Tenant its proposed Renewal Rate. Tenant shall exercise approve or disapprove the Renewal Option Rate within 30 days after Tenant's receipt of Landlord's notice (Approval Period). If Tenant approves the Renewal Rate within the Approval Period (by giving Landlord notice at least one hundred eighty (180) days prior to Landlord), the expiration parties shall execute an agreement, in form reasonably satisfactory to both, modifying the Expiration Date, the Base Rent, the Monthly Installments of the current TermBase Rent and all other relevant matters. If Tenant fails to deliver the extension notice as required herein or fails to approve the Renewal Rate within the Approval Period (either by notice of disapproval or by failing to give notice to Landlord prior to the 180-day periodany such notice), then this option shall be void, Tenant shall forfeit have no further option to extend the Term and the Term shall terminate as provided in this Lease; provided, however, if Tenant disapproves the Renewal Option. If Rate, Tenant exercises can avoid termination of this option by giving Landlord notice (Appraisal Notice) within the Approval Period that Tenant elects to determine the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations Rate by appraisal. The appraisal shall be governed by the terms and conditions of the Lease, except made as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.follows:

Renewal Options. a. If there is no uncured Event of Default hereunder, Tenant shall have the right and option to renew the Term of this Lease (“Renewal Option”) for two (2) successive renewal additional periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: same terms, conditions and provisions applicable to the primary term of this Lease (iunless otherwise expressly provided herein), except that the annual Base Rental (which shall include a Riser Fee) there is not for each additional term of five (5) years shall equal the product of the number of square feet of rentable area then contained in the Leased Premises multiplied by an Event amount equal to the then prevailing market base rental rate (including market riser fee rate) per rentable square foot per annum charged for comparable space in comparable buildings and with comparable use in the central business district of Default beyond all applicable cure period(sDallas, Texas, as reasonably determined by Landlord (taking into account that the Base Operating Expenses Rate shall remain unchanged and Tenant pays for certain utilities and services directly as provided in this Lease). Tenant shall evidence its intent to exercise its right of renewal separately with respect to each renewal term by delivering to Landlord written notice ("Tenant's Renewal Notice") at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right 's desire to renew the Term of this Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice as aforesaid at least one hundred eighty six (1806) days months (but not more than twelve (12) months) prior to the expiration of the then current TermTerm of this Lease. If Within thirty (30) days following delivery of Tenant's Renewal Notice, Landlord shall deliver to Tenant fails to give a written notice to Landlord prior to ("Landlord's Notice") specifying the 180-day period, then Base Rental rate (including Riser Fee rate) per rentable square foot per annum for the applicable additional term of five (5) years. Tenant shall forfeit have thirty (30) days following delivery of Landlord's Notice in which to notify Landlord of Tenant's exercise of its rights to renew the Term hereof. Failure to notify Landlord within such period or to timely deliver Tenant's Renewal OptionNotice shall automatically extinguish Tenant's rights to renew. If Tenant exercises shall have no right to renew the Renewal Option, then during Term of this Lease following the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions expiration of the Lease, except as provided otherwise in this Section. Time is second renewal term of the essence in exercising the Renewal Optionfive (5) years detailed herein. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. Tenant At the end of the Base Lease Term and any Renewal Term (other than the fourth Floating Rate Renewal Term or any prior Floating Rate Renewal Term ending four years after the end of the Base Lease Term), so long as no Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5) has occurred and is continuing, Lessee shall have the right and option to renew this Lease for a Renewal Term. In order to exercise the option to renew, Lessee shall notify Lessor thereof in writing not more than nine months nor less than six months prior to the commencement of the applicable Renewal Term (which notice shall be irrevocable and shall specify the length of such Renewal Term). Renewal Rent shall be payable in arrears for each Lease Period occurring during any Renewal Term. The Renewal Rent payable for any Floating Rate Renewal Term hereunder shall be the fair market rental value of the Aircraft (“as defined below) calculated as of the commencement of such Renewal Option”) Term. Such fair market rental value shall be determined not later than three months prior to the commencement of such Renewal Term by mutual SALE AND LEASE AGREEMENT [N605SW] -54- 61 consent of Owner Participant and Lessee or, if they shall be unable so to agree, by three recognized independent aircraft appraisers, one chosen and paid for by Owner Participant, one chosen and paid for by Lessee and the third appraiser chosen by the mutual consent of the first two (2) successive renewal periods appraisers and paid for equally by Owner Participant and Lessee, the appraisals of five (5) years each (each, an “Option Term”)which three appraisers shall be averaged and such average shall be deemed to be the fair market rental value of the Aircraft for all purposes hereof; provided, however, that if the Renewal Option appraisal of one appraiser is contingent upon more disparate from the following: (i) there is not an Event average of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration three appraisals than each of the current Term; (ii) no event has occurred that upon notice or other two appraisals, then the passage appraisal of time would constitute an Event of Defaultsuch appraiser shall be excluded, unless Landlord has given notice of default the remaining appraisals shall be averaged and Tenant is diligently attempting such average shall be deemed to cure such event; and (iii) Tenant is occupying be the Premises. Following expiration fair market rental value of the final Option Term allowable hereunder, Tenant Aircraft for all purposes hereof. If either Owner Participant or Lessee shall have no further right fail to renew appoint an appraiser by the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days date which is two months prior to the expiration commencement of such Renewal Term or if such two appraisers cannot agree on the current amount of such appraisal and fail to appoint a third appraiser by the date which is one month before the commencement of such Renewal Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee either Owner Participant or Lessee may apply to any court having jurisdiction (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length courts referred to in Section 13(b) of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available Participation Agreement) to tenants comparable to Tenant in the Area (make such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question)appointment. For purposes of such calculationthis Section 18.1, it will only fair market rental value shall be assumed the cash rental obtainable in an arm's-length lease between an informed and willing lessee (under no compulsion to lease) and an informed and willing lessor (under no compulsion to lease) and shall be determined on the assumptions that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord Aircraft is in fact paying a brokerage commission the United States of America, available for use by Lessee, unencumbered by any renewal or purchase option contained in this Lease, in the return condition required by Section 5 of this Lease and otherwise in compliance with and subject to a representative the terms and requirements of Tenant this Lease. Stipulated Loss Value amounts that are payable during any such Renewal Term shall be calculated as of the date of commencement of such Renewal Term and shall be determined in connection the same manner referred to above based on the fair market sales value of the Aircraft on such date determined in accordance with the applicable Option TermSection 18.2(a).

Renewal Options. a. Tenant shall have the right and option to renew the Lease (“Renewal Option”) for Lessee is hereby granted two (2) successive options to renew this Lease upon the following terms and conditions: (A) At the time of the exercise of each option to renew and at the time of the said renewal, the Lessee shall not be in monetary default in accordance with the terms and provisions of this Lease, and shall be in possession of the Premises pursuant to this Lease. (B) Notice of the exercise of the first option shall be sent to the Lessor in writing at least nine (9) months before the expiration of the Term of this Lease, and notice of the exercise of the second option shall be sent to Lessor in writing at least nine (9) months before the expiration of the first renewal periods option, TIME HEREBY BEING MADE OF THE ESSENCE. (C) The renewal terms shall be for the term of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention first renewal term to exercise the Renewal Option or commence at the expiration of the current Term; (ii) no event has occurred that upon notice or Term of this Lease, and the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting second renewal term to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice commence at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day periodfirst renewal term, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by all of the terms and conditions of the this Lease, except as provided otherwise in this Section. Time is other than the Basic Rent, shall apply during any such renewal term. (D) The Annual Basic Rent to be paid during the first renewal term shall not be less than that paid for the Premises during the last year of the essence original Term of the Lease (without regard to any temporary abatement of rent then in exercising effect pursuant to the Renewal Option. c. The Base Rental for an Option Term Lease provisions); and the Annual Basic Rent to be paid during the second renewal term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate not less than that paid for the time period Premises during the last year of the first renewal term (without regard to any temporary abatement of rent then in effect pursuant to the Lease provisions). However, if the fair rental value per square foot at the commencement of either renewal term shall exceed the rent as established in the preceding sentence, the Lessee shall pay such determination is being made for office space fair rental value. In determining the fair rental value, the Lessor shall notify Lessee of the fair rental value as established by Lessor. Should Lessee dispute Lessor's determination, then the Lessee shall be free to, at the Lessee's sole cost and expense, employ the services of an appraiser familiar with buildings similar to the Building and located within the Paramus, New Jersey area comparable to the Building, who shall be a member of The Appraisal Institute ("MAI") and who shall render an appraisal. If the Lessor and the Lessee's appraiser cannot agree on the fair rental value, or in same class office such case, on an independent appraiser acceptable to both, either party may request the American Arbitration Association of Somerset, New Jersey to appoint such independent appraiser who shall be a member of MAI familiar with buildings in the area of Franklin, Tennessee (the “Area”) Building and in such event the judgment of comparable condition for space a majority of equivalent quality, size, utility, the two appraisers and locationLessor shall be final and binding upon the parties. Such determination The parties shall take into account all relevant factors, including, without limitationshare equally in the cost of any such independent appraiser. Pending resolution of the issue of fair rental value, the following matters: Lessee shall pay Lessor as of commencement of either renewal term, the credit standing Annual Basic Rent as established by Lessor, subject to retroactive adjustment upon final determination of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termthis issue.

Renewal Options. a. Tenant 15.1 Provided no Event of Default exists, and Lessee is occupying the entire Leased Premises at the time of such election, and shall have continue occupying the right and option to entire Leased Premises, then Lessee may renew the this Lease (“Renewal Option”) for two (2) successive renewal additional periods of five (5) years each on the same terms provided in this Lease (eachexcept as set forth below), by delivering written notice of the exercise thereof to Lessor not later than one hundred twenty (120) days before the expiration of the Term. On or before the commencement date of the extended Term in question, Lessor and Lessee shall execute an “Option Term”amendment to this Lease extending the Term on the same terms provided in this Lease, except as follows: (a) The base rental (excluding Lessee's pro rata share of operating expenses) (hereinafter called the "Renewal Rate") during each Renewal Term shall be at the then current market rental rate for comparable space and a comparable term in buildings similar to the Building in the same rental market, as determined in accordance with the following provisions. The Renewal Rate shall be adjusted in accordance with this Agreement with respect to each Renewal Term for which Lessee exercises the option granted hereby. (b) Lessor shall also provide Lessee with any allowances (i.e., moving allowance, construction allowance and the like) and/or other tenant inducements ("Allowances") then prevailing in the market with respect to each Renewal Term for which Lessee exercises the option granted hereby. (c) Lessee shall notify Lessor that Lessee is interested in exercising each renewal option not less than one hundred twenty (120) days before the expiration of the then current Lease Term (as same may have been extended); provided. (d) Within fifteen (15) days after such notice, however, Lessor shall advise Lessee of the Renewal Option is contingent upon Rate and Allowances that Lessor proposes for the following: Renewal Term immediately following the expiration of the then current Lease Term. (e) Within fifteen (15) days after Lessor notifies Lessee of Lessor's proposed Renewal Rate and Allowances for the next Renewal Term, Lessee shall notify Lessor that (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention Lessee desires to exercise the renewal option at the Renewal Option Rate and with the Allowances proposed by Lessor, or (ii) that Lessee does not desire to exercise the renewal option at such proposed Renewal Rate and with the Allowances, and Lessee shall propose its own Renewal Rate and Allowances to Lessor. If Lessee fails to respond to Lessor within such fifteen (15) day period, Lessee shall be deemed to have elected not to exercise the renewal option at the Renewal Rate and with the Allowances specified in Lessor's notice to Lessee. If Lessor and Lessee cannot agree on the Renewal Rate and Allowances for the Renewal Term in question within fifteen (15) days following Lessee's giving of the notice described in (e)(ii) above, each party shall within seven (7) days appoint its own qualified disinterested MAI appraiser doing business in or having expertise with regard to the locality in which the Property is located, and in turn, those two appraisers shall within seven (7) days appoint a third qualified disinterested MAI appraiser doing business in or having expertise with regard to the locality in which the Property is located, and the majority of the three appraisers shall determine the then current market rental rate and allowances for comparable space and a comparable term in buildings similar to the Building in the same rental market, such determination to be accomplished within thirty (30) days after the appointment of the third appraiser. The determination of the majority of the appraisers shall be the Renewal Rate and Allowances for the following Renewal Term. If either party fails to appoint its appraiser within the time period provided, the determination of the Renewal Rate and Allowances shall be made by the other appraiser alone, and if the two appraisers are unable to agree on a third appraiser within the time provided, either party may request the President or an equivalent officer of the local chapter of the American Institute of Real Estate Appraisers (or if no such local chapter exists, the chapter of an equivalent body in or nearest to the locality in which the Property is located) to appoint the third appraiser. Lessor and Lessee shall share equally in the cost of such appraisal, except that if the Renewal Rate and Allowances determined by the appraisers is within five percent (5%) of the Renewal Rate and Allowances proposed by either of the parties, the other party shall bear the full cost of the appraisal. The decision of the majority of the appraisers shall be final and binding. (f) Lessee shall have no further renewal options unless expressly granted by Lessor in writing. (g) However, if at the expiration of the current Term; primary term of this Lease, the continued operation of the Building as determined in Lessor's sole discretion is deemed to be uneconomical, then Lessor may close the Building and this renewal provision shall be void and of no further effect. Lessee's rights under this Article shall terminate if (i) this Lease or Lessee's right to possession of the Premises is terminated, or (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant Lessee fails to give notice to Landlord prior to the 180-day periodtimely exercise its option under this Article, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is time being of the essence in exercising the Renewal Optionwith respect to Lessee's exercise thereof. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. (a) Tenant shall have the right and option options (a "RENEWAL OPTION") to renew and extend the term of the Lease (“Renewal Option”) for two (2) successive renewal additional periods of five (5) years each (each, an “Option Term”the "ADDITIONAL RENEWAL TERMS"); provided, however, the . A Renewal Option is contingent upon the following: may only be exercised by Tenant giving written notice thereof no more than twelve (i12) there is not an Event of Default beyond all applicable cure period(smonths nor less than nine (9) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days months prior to the expiration of the current Renewal Term, or the first Additional Renewal Term, as applicable. If Tenant fails to give notice to Landlord prior of exercise of the applicable Renewal Option within such specified time period, such Renewal Option shall be deemed waived and of no further force and effect. The exercise of the second Renewal Option is conditioned upon Tenant's extension of the Lease term pursuant to the 180-day periodfirst Renewal Option. (b) Tenant's right to extend the Lease as provided for herein can be exercised only if, at the time of such exercise and upon the commencement of the applicable Additional Renewal Term, (a) no event of default then exists under the Lease, and (b) Tenant is in possession of at least eighty percent (80%) of the entire Leased Premises (unless Landlord, in its sole discretion, elects to waive either such condition). If either of such conditions are not satisfied or waived by Landlord, the applicable Renewal Option shall be terminated and of no further force and effect, any purported exercise thereof shall be null and void, and the Lease shall terminate upon the expiration of the then current term. (c) If Tenant shall forfeit exercise a Renewal Option (in accordance with and subject to the Renewal Option. If Tenant exercises provisions of this Section 12), all of the Renewal Optionterms, then covenants and conditions provided in the Lease shall continue to apply during the Option applicable Additional Renewal Term, Landlord and Tenant’s respective rights, duties and obligations except that (i) the Base Rental during the applicable Additional Renewal Term shall be governed by the terms and conditions then Market Base Rental Rate as determined for the Leased Premises in accordance with the definition of "Market Base Rental Rate" contained in the Lease, (ii) Tenant shall have no option to renew the Lease beyond the expiration of the second Additional Renewal Term, (iii) Tenant shall have no right to assign its renewal rights to any sublessee of the Leased Premises or assignee of the Lease, except (iv) the Leased Premises will be provided to Tenant in its existing condition (on an "as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for is" basis) at the time period each Additional Renewal Term commences and (v) any terms, covenants and conditions that are expressly or by their nature inapplicable to any such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee Additional Renewal Term (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing this Section 12) shall be deemed void and of Tenant; the length of the term; the fact that Landlord will experience no vacancy period further force and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termeffect.

Renewal Options. a. 10.16.1 Provided Tenant shall have the right and option to renew the Lease (“Renewal Option”) for two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord in default under this Lease and that no event or condition exists which with notice of Tenant’s intention to exercise the Renewal Option or at and the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time any grace period would constitute an Event of DefaultDefault under this Lease at the time the option may be exercised and at the time the Renewal Period commences, unless Landlord grants Tenant options (the "Renewal Options") to extend this Lease with respect to all of the Premises for two additional consecutive periods of five years (each a "Renewal Period"). The first Renewal Option shall be exercised by Tenant delivering written notice to Landlord at least 9 months prior to the Expiration Date of the initial Term, and provided that Tenant has given exercised the first Renewal Option, the second Renewal Option may be exercised by Tenant delivering written notice to Landlord at least 9 months prior to the Expiration Date of default the Term of the first Renewal Period. 10.16.2 The rate of annual Base Rent (the "Renewal Rental Rate") for each Renewal Period shall be the market rental rate, which shall be the rental rate then being charged by landlords (including Landlord) in the metropolitan area in which the Premises is located on new leases or on renewed leases to tenants of a similar credit quality to Tenant for space of similar quality and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying size as the Premises. Following expiration , but in no event shall the Renewal Rental Rate be less than the Base Rent in effect for the last Lease Year of the final Option Term allowable hereunderinitial Term. 10.16.3 Within fifteen days after Tenant's exercise of each Renewal Option, Landlord shall notify Tenant in writing of Landlord's proposed Renewal Rental Rate as determined by the above formula. Tenant shall have ten days from the receipt of Landlord's notice to either accept or dispute Landlord's determination of the Renewal Rental Rate. In the event that Tenant disputes Landlord's determination, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise so notify Landlord and advise Landlord of Tenant's determination of the Renewal Option Rental Rate for the Renewal Period as determined by giving the above formula. If Landlord and Tenant cannot agree upon the Renewal Rental Rate within thirty days of Tenant's original notice at least one hundred eighty (180) of its intent to exercise its Renewal Option, the following "Dispute Resolution Mechanism" shall be utilized: The parties, within ten days prior to after the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-said thirty day period, then Tenant shall forfeit jointly appoint as arbitrator, a certified commercial real estate appraiser with a minimum of ten years experience in the Renewal Optionapplicable market, employed by a major real estate firm operating in the Boulder, Colorado area. If Landlord and Tenant exercises the Renewal Option, then during the Option Termcannot agree on an acceptable arbitrator, Landlord and Tenant’s respective rightsTenant shall each choose, duties and obligations within an additional ten days thereafter, its own arbitrator who meets the qualifications described above. The arbitrators shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.then

Renewal Options. a. (1) So long as there is no uncured default hereunder by Tenant as of the date of Tenant's exercise of any Renewal Option or as of the date of the commencement of any Renewal Term, Tenant shall have the right be entitled and option to renew the Lease (“Renewal Option”) for is hereby granted two (2) successive renewal periods options (the "Renewal Options") to extend the Term for an additional period of five (5) years each (eachthe "Renewal Terms"). Except for Base Rent, an “Option Term”)as hereinafter defined and separately provided for, the Renewal Terms shall be on all the other terms and conditions of this Lease; provided, however, the Renewal Option is contingent upon the following: that (i) there is not an Event upon the exercise of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the first Renewal Option or at the expiration Tenant shall have only one remaining Renewal Option and upon its exercise of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final second Renewal Option Term allowable hereunder, Tenant shall have no further right or option to renew or extend the Lease pursuant Term without Landlord's written consent, which may be withheld in Landlord's sole discretion, and (ii) Landlord shall not have any obligations to this Section 5. b. make any improvements or otherwise provide any inducement to Tenant. Tenant shall exercise the each Renewal Option Option, if at all, only by giving written notice of such exercise to Landlord notice at least one hundred eighty not less than six (1806) days months, nor more than twelve (12) months, prior to the expiration of the Initial Term or first Renewal Term, as the case may be. Should Tenant fail to timely exercise a Renewal Option in accordance with the preceding provisions, then the Term shall expire and this Lease shall terminate at the end of the Initial Term or the current Renewal Term, as applicable, and Tenant shall have no further right or option to renew or extend the Term. If Tenant fails to give Tenant's exercise of a Renewal Option shall be irrevocable. (2) Within thirty (30) days after Landlord receives Tenant's written notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the of its exercise of a Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating deliver a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord notice to Tenant (the "New Rate Notice") specifying the New Rate for the applicable Renewal Term, such to be based upon a CPI (Consumer Price Index) Adjustment as reported by BNA, CCH, P-H or other nationally recognized consumer or labor reporting service or 110% of the previous rent, whichever is less. The CPI Adjustment shall be determined using information for the previous 60 month period. EXHIBIT 10.43 (3) Tenant may not assign the Renewal Options to any assignee or subleases of the Lease that is not a Permitted Assignee (hereinafter defined). No assignee or sublessee may exercise the Renewal Options unless such is a Permitted Assignee of Tenant. (4) If the Term is extended pursuant to Tenant's exercise of a Renewal Option, Landlord shall prepare, and Landlord and Tenant will execute and deliver an amendment to this Lease extending the Term and specifying the new Base Rent; provided, however, that the failure of the parties to enter into such an amendment will not affect the validity of Tenant's exercise of the Renewal Option or the lack thereof for obligations of the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with parties during the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Renewal Term.

Renewal Options. a. Provided Tenant is not in default under any of the terms of this Lease beyond the expiration of any applicable notice and/or grace period at the time of the exercise of this option or at the time of the commencement of the First Renewal Term or the Second Renewal Term, as the case may be (as hereinafter defined), Tenant shall have the right and option to renew the original term of this Lease (“Renewal Option”"Original Term") with respect to the entire Premises demised hereunder or with respect to all of the space on the eighth floor comprising the Premises, provided the named Tenant herein (or any entity identified in Section 44G hereof) shall be in occupancy of not less than all of the eighth floor, for two (2) successive renewal periods of five (5) years each (each, an “Option the first such Renewal Term (the "First Renewal Term”); provided, however, ") to commence on the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at day following the expiration of the current Original Term (the "First Renewal Term Commencement Date") and expiring on the day immediately prior to the fifth anniversary of the First Renewal Term Commencement Date and the second such Renewal Term (the "Second Renewal Term; ") commencing on the fifth anniversary of the First Renewal Term Commencement Date and expiring on the day immediately preceding the tenth (10th) anniversary of the First Renewal Term Commencement Date. Each such Renewal Term shall be upon the same terms as in this Lease (including the provisions of Articles 38 and 41), except that (i) the Fixed Rent during the each Renewal Term shall be determined as provided in Paragraph C of this Article, (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the term of this Lease pursuant for any period beyond the Second Renewal Term, (iii) Landlord's Basic Tax Liability and Landlord's Base Operating Year shall be modified to reflect the then current fiscal or calendar year, as the case may be, and (iv) the terms of this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior Lease relating to the expiration of the current Abatement Period, Landlord's Work and Landlord's Contribution shall not be applicable to either Renewal Term. If Tenant fails so elects to give notice to Landlord prior to renew the 180-day periodTerm of this Lease for either Renewal Term, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.give written notice

Renewal Options. a. Tenant shall have the right and option to renew the Lease (a) The Borrower may, by notice (a “Renewal OptionRequest”) for to the Administrative Agent (who shall promptly notify the Lenders) given at any one time in any calendar year not less than sixty (60) days prior to any anniversary of the Amendment No. 1 Effective Date (such date, the “Anniversary Date”), request an extension of the Latest Maturity Date to a date one (1) year following the Latest Maturity Date; provided that no more than two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease Requests may be delivered pursuant to this Section 52.24. If the conditions in Section 2.24(e) are met, the Maturity Date applicable to each Renewing Lender (as defined below) shall be extended to the date one (1) year after the Latest Maturity Date that was previously applicable, effective as of the date such conditions are met. b. Tenant shall exercise (b) Each Lender may, in its individual and sole discretion, agree to so extend its Commitments (a “Renewing Lender”) by delivering to the Renewal Option by giving Landlord Administrative Agent a written notice at least one hundred eighty of its agreement to do so no later than thirty-five (18035) days prior to the expiration relevant Anniversary Date, and the Administrative Agent shall (i) notify the Borrower in writing of the current Term. If Tenant fails to give notice to Landlord Lenders’ decisions and (ii) notify the Lenders in writing of the aggregate Commitments of the Declining Lenders (as defined below), in each case no later than thirty (30) days prior to the 180-day periodrelevant Anniversary Date. The Commitment of any Lender that fails to accept or respond to a Renewal Request (such Lender, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations a “Declining Lender”) shall be governed terminated as provided in Section 2.09(a) on the Maturity Date applicable to such Lender, and any outstanding Loans of such Declining Lender shall be repaid as provided in Section 2.10(a) on such Maturity Date, in each case to the extent such Commitments and Loans are not assigned to an Increasing Renewing Lender or a New Renewing Lender pursuant to Section 2.24(c) or Section 2.24(d) below. (c) The Borrower shall have the right, on or before the relevant Anniversary Date, to replace any Declining Lender with a Renewing Lender (an “Increasing Renewing Lender”) or with one or more Eligible Assignees (each, a “New Renewing Lender”) that agrees, in each case in its individual and sole discretion, to assume all or a portion of the Commitment of a Declining Lender, and a Declining Lender shall upon the request of the Borrower assign its Commitment to such Increasing Renewing Lender or New Renewing Lender; provided that such assignment shall require each of the consents required under Section 9.04(b)(i) and must otherwise be made in compliance with Section 9.04. (d) Upon any assignment by a Declining Lender pursuant to clause (c) above, the Borrower shall pay in full to each Declining Lender the unpaid principal amount of all Loans owing to such Declining Lender in respect of any Commitments so assigned, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal, any break funding payment required in accordance with Section 2.17, and all other amounts due to such Declining Lender under the Financing Documents. (e) As a condition precedent to any extension pursuant to this Section 2.24, (i) more than fifty percent (50%) of the aggregate outstanding Commitments under the Revolving Credit Facility immediately prior to the relevant Anniversary Date must be extended (including by way of assignments to Increasing Renewing Lenders and New Renewing Lenders) thereby, (ii) such extension shall have been duly authorized by the terms Borrower and conditions the relevant Extension Agreement and any other documentation related thereto shall have been duly executed and delivered by the Borrower, (iii) all representations and warranties made by the Borrower in any Financing Document shall be true and correct in all material respects (and to the extent that any such representation and warranty is otherwise qualified by materiality or material adverse effect, such representation and warranty shall be true and correct in all respects) on and as of the Leaseextension effective date (or to the extent that such representations and warranties specifically refer to a specified date, except as provided otherwise in this Section. Time is of such specified date), (iv) no Default or Event of Default under the Financing Documents shall have occurred and be continuing as of the essence Extension Date or would result from such extension and (v) the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower dated as of the extension effective date certifying as to the matters set forth in exercising the Renewal Option. c. The Base Rental for an Option Term foregoing clauses (ii) – (iv) and attaching a copy of the resolutions adopted by the Borrower in compliance with the foregoing clause (ii). Any extension pursuant to this Section 2.24 shall be effected pursuant to an extension agreement executed and delivered by the Fair Market Rental RateBorrower, the Renewing Lenders, any New Renewing Lenders and the Administrative Agent (“Renewal Agreement”). “Fair Market Rental Rate” shall mean Each Renewal Agreement may, without the market rental rate for consent of any other Lenders, effect such amendments to this Agreement and the time period such determination is being made for office space in same class office buildings other Financing Documents solely as may be necessary or appropriate in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length reasonable opinion of the term; Administrative Agent to effect the fact that Landlord will experience no vacancy period provisions of this Section 2.24 as mutually agreed upon by the Administrative Agent and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option TermBorrower.

Renewal Options. a. (a) Tenant shall have the right and to exercise the --------------- following renewal option by giving notice (a "Renewal Option Notice") to Landlord no later than the date which is one (1) year prior to the Expiration Date. Tenant shall have options ("Renewal Option") to renew the original term of this Lease (“Renewal Option”) for one or two (2) successive renewal periods of consecutive five (5) years each year periods, the first of which (eachthe "First Renewal Term") shall commence on the date immediately following the Expiration Date and shall expire on the fifth anniversary of the Expiration Date (the "First Renewal Term Expiration Date") and the second of which (the "Second Renewal Term") shall commence on the date immediately following the First Renewal Term Expiration Date and shall expire on the fifth anniversary of the First Renewal Term Expiration Date. (b) In the event Tenant exercises a Renewal Option, an “Option Term”); providedTenant may elect to renew the term of this Lease for the First Renewal Term or, however, once having exercised the Renewal Option is contingent upon for the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to First Renewal Term, may exercise the a Renewal Option or at for the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Second Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to must give notice to Landlord of its intention to also renew the term of this Lease for the Second Renewal Term no later than the date which is one (1) year prior to the 180-day periodFirst Renewal Term Expiration Date. (c) It shall be a condition to the exercise of any Renewal Option hereunder that no Default shall have occurred and be continuing at the time such Renewal Option is exercised or at the time that any Renewal Term shall commence. (d) As used herein, then Tenant the term "Renewal Term" shall forfeit mean either the First Renewal Option. If Tenant exercises the Term or Second Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Optionapplicable. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. This provision applies only to the initial term of said lease and not to any renewals: Provided Tenant shall have is not in default under the right and Terms of this Lease, Tenant will be granted an option to renew this Lease at the end of Lease term for a period of either a 1, 2 , 3, 4 or 5 year term under similar terms and conditions with rent escalations based on the CPI but no greater than 7% annually nor less than 2%. Year 1 (“Renewal Option”of the new Lease term) for two base rate shall be at a CPI (2as referred to in Xxxxx. 31) successive renewal periods escalation from year 5 of five (5) years each (each, an “Option Term”); providedthis Lease using, however, a base rate of $13.25 for Year 5 for purposes of calculating the first year of renewal term. Should such renewal option be exercised, Landlord agrees to furnish tenant improvement dollar amounts as follows which instead of T.I. allowance may credited toward a rate reduction: Term of Renewal Tenant Improvements or Rate Reduction at Tenants option: 1 Year Renewal: $1.00 per square foot allowance paid by landlord 2 Year Renewal: $2.00 per square foot allowance paid by landlord 3 Year Renewal: $3.00 per square foot allowance paid by landlord 4 Year Renewal: $4.00 per square foot allowance paid by landlord 5 Year Renewal: $5.00 per square foot allowance paid by landlord Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time may be exercised by Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice on at least one hundred eighty (180) 90 days written notice prior to the expiration end of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions fifth year of the Lease. Landlord Reserves to night to terminate such option to renew in the event Landlord, except as provided otherwise in this Section. Time Landlords reasonable discretion, determines it is in the best interest of the essence in exercising the Renewal Option. c. The Base Rental landlord, for an Option Term a owner occupant to occupy Premises or for a redevelopment (e.g.; substantial structural modification of Xxxxxxx Plaza) to occur. Should Tenant wish to exercise such option and Landlord elects to terminate this option; Tenant shall be reimbursed to the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisionsextent, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental that such option renewal price is low comparable market rates for renewals in similar building space as defined by the Area because of concessions being offered 'Bayside Market-. Pinellas County and surveyed by Landlord to Tenant (or publications such as the lack thereof for the Option Term in question). For purposes of Xxxxxx Report; Blacks Guide and commercial Realtor surveys such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termas Xxxxx & Xxxxx; and Xxxxxxx & Xxxxxxxxx.

Renewal Options. a. Tenant The Lessee shall have the right and option to renew and extend the term of this Lease Agreement for the Renewal Terms as hereinafter provided, subject to the following terms and conditions: The Lessee may extend this Lease Agreement for four (“4) Renewal Option”) for two (2) successive renewal periods Terms of five (5) years each by the Lessee giving the Lessor notice, in writing, of its intent to exercise such renewal option (each, an a “Option TermRenewal Notice”); provided, however, the Renewal Option is contingent upon the following: no less than six (i6) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days months prior to the expiration of the current Lease Term or the immediately preceding Renewal Term, as applicable. Such Renewal Term(s) shall commence immediately upon the expiration of the Lease Term or the preceding Renewal Term, and upon exercise of each renewal option the expiration date of the term shall automatically become the last day of the applicable Renewal Term. If Tenant fails to give notice to Landlord prior The exercise by the Lessee of the renewal option(s) set forth herein must be made, if at all, by delivery of a Renewal Notice to the 180Lessor on or before the dates set forth-day periodabove. Once the Lessee has exercised any such renewal option, then Tenant the Lessee may not thereafter revoke the exercise of such option. At the Lessor’s election, the Lessee’s rights to Renewal Terms as provided under this Section shall forfeit terminate and be of no further force or effect if (i) an Event of Default exists under the Lease Agreement at the time the Lessee attempts to exercise its renewal option, or (ii) the Lessee defaults under any provision of the Lease Agreement after exercising its renewal option and such default continues beyond any applicable period provided in this Lease Agreement. Rent for each year under the Renewal OptionTerms shall be at the per square foot rate equal to the “Fair Market Rate.” The Fair Market Rate shall be agreed upon by Lessor and the Lessee within fifteen (15) calendar days of the date on which the Lessee exercised its renewal option. If Tenant exercises In the event the parties are unable to timely agree on the Fair Market Rate, the dispute shall be resolved by arbitration pursuant to Article XII. Except as set forth herein, the leasing of the Expanded Campus for the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations Term(s) shall be governed by upon the same terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate are applicable for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, initial term and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s costany subsequent Renewal Term(s), and whether adjustments are then being made in determining shall be upon and subject to all of the rental rates for renewals in the Area because provisions of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termthis Lease Agreement.

Renewal Options. a. Provided that Tenant shall have is not in default in any of the right terms of this Lease, Tenant may extend the Term of this Lease and option to renew the Lease (“Renewal Option”) provisions hereof for two (2) successive two (2) year renewal periods of five terms (5) years each (each, an a “Option Renewal Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time . Tenant gives Landlord notice of Tenant’s intention to may exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless renewal options hereunder by notifying Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice in writing at least one hundred eighty six (1806) days months prior to the expiration of the then current Term. If The Renewal Terms shall be on the same terms and conditions as herein, except that Base Rent shall be at ninety-five percent (95%) of the fair market rental rate. The fair market rental rate, with respect to a Renewal Term, shall be determined as follows. Within thirty (30) days after Tenant’s exercise of its option to extend, Landlord will propose to Tenant fails the fair market rental rate. Within thirty (30) days thereafter, Tenant will either accept such determination (with no response on Tenant’s part during such period being deemed disagreement) or, if Tenant disagrees with such determination, Tenant will provide, in writing to give notice Landlord, Tenant’s determination of the fair market rental rate. If, within thirty (30) days thereafter, the parties are not able to Landlord prior agree on the fair market rental rate, within twenty (20) days after such failure to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Termagree, Landlord and Tenant shall together appoint a real property MAI appraiser to determine the fair market rental rate. If Landlord and Tenant are not able to agree upon the designation of the appraiser, then the appraiser will be appointed by the American Arbitration Association (or its successor) from its qualified panel of arbitrators. Within forty-five (45) days after his appointment, the appraiser will determine the fair market rental value of the Premises applicable to the Renewal Term and shall choose whichever of the fair market rental values set forth in Landlord’s initial proposal or Tenant’s respective rightsresponse is closer to such determination, duties and obligations which shall, for all purposes hereunder, be deemed the fair market rental rate. The determination of the appraiser shall be governed by binding, final and conclusive on the terms parties. The fees and conditions expenses of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, appraiser and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission incurred in connection with the Option Term in question if appointment of the appraiser will be shared equally by Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termand Tenant.

Renewal Options. a. If this Lease shall not have been terminated pursuant to any provision hereof, and provided there shall then exist no Event of Default under this Lease or event or condition which, with the lapse of the applicable grace period (unless Tenant is using and continues to use until completion, diligent and good faith efforts to correct such event or condition), would mature into an Event of Default under this Lease, Tenant shall have the right and option to renew the this Lease (“the "Renewal Option”") for two (2) successive renewal periods additional terms of five (5) years each (eacheach an "Extended Term"), an “upon the same terms and conditions as in the initial Lease Term except that the Base Rent for the renewal term shall be a mutually agreed upon negotiated rental rate. The Renewal Option Term”); provided, however, must be for all of the Premises leased by Tenant on the date that Tenant gives notice to Landlord of its exercixx xx the Renewal Option is contingent upon the following: Option. Tenant shall give Landlord not less than nine (i9) there is not an Event of Default beyond all applicable cure period(smonths or more than twelve (12) at the time Tenant gives Landlord months notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right 's intent to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current then applicabxx xxxm. If either Renewal Option is exercised, the Expiration Date shall mean the last day of the renewed Lease Term. If Landlord shall not provide any tenant improvement work or allowance for any exercised Renewal Option. Tenant fails shall not be entitled to give notice exercise its second Renewal Option if Tenant has not exercised its First Renewal Option. The Base Year for each renewal term shall be the calendar year in which such renewal term first commences. (a) Landlord shall notify Tenant of the proposed Fair Market Rent for the applicable Extended Term within thirty (30) days of receiving Tenant's notice. Landlord and Tenant shall attempt to Landlord agree upon the Fair Market Rent by the date that is seven (7) months prior to the 180initial Term expiration. (b) The Fair Market Rent during each Extended Term shall be the sum equal to the rent a willing Tenant and a willing Landlord would agree upon under the then current market conditions for new leases of comparable space upon comparable terms and conditions for comparable periods of time in office buildings of same age and quality in the airport-day periodwest submarket of Miami-Dade County, then Tenant shall forfeit Florida, for the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Extended Term, taking into account an updated Base Year for the applicable Extended Term and the tenant improvements in the Premises and the amount of any allowance granted by Landlord for such Extended Term (the "Fair Market Rent"), as agreed by the parties to the Lease by no later than the date that is seven (7) months prior to the expiration of the then current Term or in the event the parties cannot agree, the Fair Market Rent as determined by appraisers pursuant to the following procedure. In the event Landlord and Tenant agree on Fair Market Rent, such agreement shall be reduced to a written form and when executed and delivered by both parties will be binding on Landlord and Tenant’s respective rights, duties and obligations execution thereof by Tenant shall be governed deemed acceptance thereof. (c) If Tenant has given the Extension Notice and no agreement has been reached by the terms and conditions parties with respect to the Fair Market Rent by the date that is seven (7) months prior to the first day of the LeaseExtended Term, except both parties shall appoint a Qualified Appraiser (as provided otherwise in this Sectiondefined below) no later than the tenth (10th) business day following such date. Time is Each Qualified Appraiser shall arrive at a determination of Fair Market Rent and submit their conclusions to Landlord and Tenant within thirty (30) days after the appointment of the essence in exercising Qualified Appraisers. If only one (1) appraisal is submitted within the Renewal Option. c. The Base Rental for an Option Term requisite time period, it shall be deemed the Fair Market Rent. If both appraisals are submitted within such time period, and if the two (2) appraisals so submitted differ by less than ten (10%) percent of the higher of the two, the average of the two shall be the Fair Market Rental RateRent. “If such appraisals are ten (10%) percent or more apart, the appraisers shall promptly select a third Qualified Appraiser (or if they cannot agree, a third Qualified Appraiser shall be named by the head of the local Chapter of the Appraisal Institute or comparable successor organization). Within thirty (30) days of the selection of the third Qualified Appraiser, each Qualified Appraiser shall submit his or her appraisal of the Fair Market Rental Rate” Rent. In the event the third appraisal shall mean be greater than the market rental rate for average of the time period first two (2) appraisals of Landlord and Tenant, then the Fair Market Rent shall be the average of the two (2) highest appraisals. In the event such determination is being made for office space in same third appraisal shall be lower than the average of the first two (2) appraisals, then the Fair Market Rent shall be the average of the two (2) lowest appraisals. The Qualified Appraisers shall submit their final conclusion to Landlord and Tenant within such thirty (30) day period. In the event either party to the Lease fails to name a Qualified Appraiser when required hereunder, the Fair Market Rent shall be determined by the Qualified Appraiser selected by the other party. Each party to this Lease shall pay all fees of any Qualified Appraiser selected by it and any fees of a third Qualified Appraiser shall be shared equally by each party hereto. As used herein the term "Qualified Appraiser" shall refer to an independent appraiser holding an MAI ("Member of the Appraisal Institute") designation or its equivalent, having not less than ten (10) years experience appraising class B office buildings in the area airport-west submarket of FranklinMiami-Dade County, Tennessee Florida. The determination of Fair Market Value by such appraisal process shall be binding on Landlord and Tenant unless Tenant, within five (5) business days following its receipt of Fair Market Rent from the “Area”) of comparable condition for space of equivalent qualityQualified Appraisers, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length gives Landlord written notice that it cancels its exercise of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant applicable Renewal Option and, in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes event of such calculationtimely notice by Tenant, it will only such Renewal Option shall be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termcancelled.

Renewal Options. a. In the absence of an Event of Default by Tenant shall have when it exercises a Renewal Option or when a Renewal Term begins, Tenant has the right and option to renew the Lease (each, a “Renewal Option”) to renew this Lease for two (2) the number of successive renewal periods of five (5) years each terms set forth in the Basic Lease Information (each, an a “Option Renewal Term”); provided, however, the ) (for a total if all Renewal Options are exercised of ten (10) years) by giving notice of exercise of a Renewal Option is contingent upon to Landlord at least nine (9) months before the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration end of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the then-current Term. If Tenant fails to give deliver timely written notice of exercise of a Renewal Option to Landlord prior Landlord, all remaining Renewal Options shall lapse and Tenant will have no further privilege to extend the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising of this provision. The terms of the Renewal Option.Terms are as follows: c. The Base Rental for an Option (a) Each Renewal Term shall be on the Fair same terms and conditions of this Lease (unless clearly inapplicable), except that Base Rent during each Renewal Term shall be based upon the fair market rental rate for comparable space in buildings of similar size, type, quality, age and location prevailing at the start of each Renewal Term (“Market Rental Rate”). Within thirty (30) days after Landlord receives Tenant’s notice of exercise of a Renewal Option, Landlord will reasonably calculate the Market Rental Rate and will notify Tenant of same. Determination of the effective Market Rental Rate will give appropriate consideration to rental rates for renewals, rental escalations, common area charges, operating costs, and other terms that would affect the economics in a similar lease renewal at a competing building in the area. (b) If Tenant disputes Landlord’s determination of the Market Rental Rate for a Renewal Term, Tenant will deliver notice of such dispute, together with Tenant’s proposed Market Rental Rate, to Landlord within five days of Tenant’s receipt of Landlord’s determination. The parties will then attempt in good faith to agree upon the Market Rental Rate. “Fair If they fail to agree within fifteen (15) days, they will within seven days thereafter mutually appoint an appraiser to select the Market Rental Rate in the manner set forth below. The appraiser must have at least five years of full-time commercial appraisal experience with projects comparable to the Project and be a member of the American Institute of Real Estate Appraisers or a similar appraisal association. The appraiser shall not have any material financial or business interest in common with either of the parties. If Landlord and Tenant are unable to agree upon an appraiser within such seven days, the parties will within five days thereafter each appoint an appraiser meeting the criteria set forth above, which appraisers will, within seven days of their appointment, mutually select a third appraiser meeting the criteria set forth above to select the Market Rental Rate in the manner set forth below. Within seven days of the appointment (either by agreement or selection) of the deciding appraiser, Landlord and Tenant will submit to that appraiser their respective determinations of the Market Rental Rate and any related information. Within twenty (20) days thereafter, the appraiser will review each party’s submittal (and such other information as the appraiser deems necessary) and will select one party’s submittal as representing the most reasonable approximation of the Market Rental Rate for the Premises. The rate so selected will be used for the applicable Renewal Term as the Base Rent rate. Subject to the previous sentence, if the appraiser timely receives one party’s submittal, but not both, the appraiser must designate the submitted rent rate as the Market Rental Rate for the applicable Renewal Term. Landlord and Tenant will each pay, directly to the appraiser selecting the Market Rental Rate, one-half of all fees, costs and expenses of such appraiser. Landlord and Tenant will each separately pay all costs, fees and expenses of their respective additional appraiser (if any) appointed to determine the deciding appraiser. (c) In addition to paying Base Rent determined pursuant to this Section 2.4, Tenant will continue to pay Additional Rent and all other sums required under this Lease during all Renewal Terms. (d) If this Lease or Tenant’s right to possession of the Premises shall expire or terminate for any reason whatsoever before Tenant exercises all Renewal Options, then immediately upon such expiration or termination, all Renewal Options shall simultaneously terminate and become null and void. In addition, Tenant may not exercise a Renewal Option if it is subletting or has assigned all or any portion of the Premises other than to a Tenant Affiliate (as defined below) at the time Tenant seeks to exercise such Renewal Option. The Renewal Options are personal to Tenant and its Tenant Affiliates, and under no circumstances shall a subtenant or an assignee other than a Tenant Affiliate have the right to exercise any Renewal Option. Until such time as Tenant properly exercises a Renewal Option, all references to the “Term” shall of this Lease will mean the market rental rate Initial Term only. If Tenant properly exercises its right to renew this Lease for the time period such determination is being made for office space in same class office buildings in the area of Franklina Renewal Term, Tennessee (then all references to the “Area”) Term” of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord this Lease will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (include such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Renewal Term.

Renewal Options. a. (a) Provided no Monetary Default then exists and Tenant is not otherwise in default hereunder (subsequent to any required notice and the expiration of any cure period) at the time of the exercise of the within applicable option and Tenant, as of each of the date that Tenant exercises the option and the commencement date of the extension term, occupies at least two hundred thousand (200,000) rentable square feet of the Tower Space (including any space which Tenant would be occupying but for (x) the untenantability thereof or (y) the then actual performance therein of Improvements for Tenant's own use), Tenant shall have the right and to extend the term of this Lease as it relates to the Tower Space through the expiration date of the Lease as it relates to the Pedestal Space (i.e., through the twentieth (20th) Lease Year so that the term of the Lease as it relates to the Tower Space shall be coterminous with the initial term of this Lease on the Pedestal Space), which extension period is hereinafter referred to as the "Tower Space Extension Term". In connection with Tenant's exercise of its option to renew extend as provided in this Section 41.01, Tenant shall have the right to extend the term of this Lease on all of the Tower Space demised under this Lease as of the exercise of its option or less than all such space provided (“Renewal Option”a) for two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: such lesser amount (i) there is not an Event contains at 123 least 200,000 rentable square feet of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; space, (ii) no event has occurred consists of entire floors of contiguous space (except that upon notice or the passage lowest floor of time would constitute an Event the contiguous space may, at Tenant's option, be a half floor so long as such half floor is located in the easterly half of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; the Building) and (iii) Tenant is occupying the Premises. Following expiration consists of the final Option Term allowable hereunderhighest floors demised to Tenant as of Tenant's exercise of said option and (b) Tenant specifies in its notice of the exercise of the option the space on which it is exercising said option. The within described option shall be exercisable only in the following manner: (b) Tenant shall, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty earlier than thirty-six (18036) days months, nor later than twenty-four (24) months, prior to the expiration date of the current Term. If Tenant fails to initial term of this Lease of the Tower Space, give notice to Landlord prior written notice, pursuant to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by in accordance with the terms of Article 26 hereof, of Tenant's election to extend this Lease on the terms, covenants, terms, provisions, agreements and conditions of the Lease, except as hereinafter provided otherwise in this Section. Time is of the essence in exercising the Renewal OptionSections 41.02 and 41. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. Tenant shall have the right and option to renew extend the term of the Lease (“Renewal Option”) for two (2) successive renewal additional periods of five (5) years each (eachyears, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at commencing on the expiration of the current Term; (ii) no event has occurred that upon notice or the passage immediately preceding term of time would constitute an Event of Default, unless Landlord this Lease. Such renewal option shall be deemed effectively exercised only if Tenant has given Landlord written notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice thereof at least one hundred eighty twenty (180120) days prior to the expiration of the current Termoriginal term, and only if Tenant is not in default as determined under Section 12 at the time of such exercise and at the time of the commencement of the renewal term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord All terms and Tenant’s respective rights, duties and obligations provisions of this Lease shall be governed by applicable during such renewal term except that the terms and conditions renewal rental rate shall be at the then prevailing market rental rate. For purposes of the this Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” then prevailing market rental rate shall mean the market annual amount per rentable square foot that willing, comparable, non-equity, non-renewal, non-expansion new tenant would pay, and a willing, comparable Landlord of a similar property would accept, in an arm's length transaction, as of the commencement of the renewal term, taking into account the annual rental rate for rates per rentable square foot, the time standard of measurement by which the rentable square footage is measured, the type of escalation clause, the extent of Tenant's liability under the lease, abatement provisions reflecting free rent and/or no rent during the period such determination is being made for office of construction or subsequent to the commencement date as to the space in same class office buildings in the area of Franklinquestion, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisionsbrokerage commissions, if any, but specifically excluding which would be payable by Landlord in similar transactions, leasehold improvements which would be payable by Landlord in similar transactions, length of the value lease term, and the size and location of improvements installed the premises being leased, it being the intent that Tenant will obtain the same rent and other economic benefits that Landlord would otherwise give in comparable transactions and Landlord will make and receive the same economic payments and concessions that Landlord would otherwise make and receive in comparable transactions. For the first thirty (30) days following Landlord's receipt of Tenant's notice of exercise of such option to renew, Landlord and Tenant shall have the opportunity and option to mutually agree on the fair market rental for the Demised Premises. If Landlord and Tenant are unable to agree upon such fair market rental within the time period set forth above, then each party shall appoint an appraiser within ten (10) days after the lapse of such thirty (30) day time period and notify the other party of such appointment by identifying the appraiser. Each party hereto agrees to select as it respective appraiser a licensed real estate broker, who is an individual having at least five (5) years experienced with respect to office property ownership, management and marketing in the Cary-Raleigh, North Carolina area, which person should not be regularly employed or have been retained during the last two (2) years as a consultant by the party selecting such person. Neither party may consult directly or indirectly with any appraiser regarding the fair market rental prior to the appointment or after appointment, outside the presence of the other party. Not later than ten (10) days after both appraisers are appointed, each party shall separately, but simultaneously, submit in a sealed envelope to each appraiser their separate suggested fair market rental and shall provide a copy of such submission to the other party. The two selected appraisers, after reviewing such submissions, shall each independently determine the fair market rental for the Demised Premises at and shall determine whether the Landlord's or the Tenant’s cost)'s estimate of fair market rental is closer to the actual market rental for the Demised Premises. If both appraisers agree that one of the said declared estimates is the actual fair market rental for the Demised Premises, they shall declare that estimate to be the fair market rental for the Demised Premises, and whether adjustments their decision shall be final and binding upon the parties. If the two selected appraisers are unable to agree upon the fair market rental within thirty (30) days after receipt of Landlord's and Tenant's submitted estimates, then being made the appraisers shall inform the parties and the appraisers shall select a third appraiser, not less than ten (10) days after the expiration of the thirty (30) day period. If no appraiser is selected within such ten (10) day period, either party may immediately petition a court of competent jurisdiction to appoint such third appraiser. The third appraiser shall have the same qualifications set forth above and the restrictions set forth above shall likewise apply. The third appraiser shall independently determine the fair market rental of the Demised Premises. The ultimate fair market rental of the Demised Premises shall be the arithmetic average of the two closest fair market rental values, determined by two of the three appraisers, but in determining no event in excess of the bounds established by Landlord's or Tenant's estimates furnished as set forth above. The fair market rental rates established under this paragraph shall be conclusive, unappealable and binding upon the parties hereto. Each party shall be responsible for renewals the costs, charges and/or fees of its appraiser, and the parties shall equally in the Area because costs, charges and/or fees of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termthird appraiser.

Renewal Options. a. Tenant At the end of the Base Lease Term and any Renewal Term (other than any Renewal Term ending four years after the end of the Base Lease Term), so long as no Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5) has occurred and is continuing, Lessee shall have the right and option to renew this Lease for a Renewal Term. In order to exercise the option to renew, Lessee shall notify Lessor thereof in writing not more than nine months nor less than six months prior to the commencement of the applicable Renewal Term (which notice shall be irrevocable and shall specify the length of such Renewal Term). Renewal Rent shall be payable in arrears for each Lease Period occurring during any Renewal Term. The Renewal Rent payable for any Renewal Term hereunder shall be the fair market rental value of the Aircraft (“as defined below) calculated as of the commencement of such Renewal Option”) Term. Such fair market rental value shall be determined not later than three months prior to the commencement of such Renewal Term by mutual consent of Owner Participant and Lessee or, if they shall be unable so to agree, by three recognized independent aircraft appraisers, one chosen and paid for by Owner Participant, one chosen and paid for by Lessee and the third appraiser chosen by the mutual consent of the first two (2) successive renewal periods appraisers and paid for equally by Owner Participant and Lessee, the appraisals of five (5) years each (each, an “Option Term”)which three appraisers shall be averaged and such average shall be deemed to be the fair market rental value of the Aircraft for all purposes hereof; provided, however, that if the Renewal Option appraisal of one appraiser is contingent upon more disparate from the following: (i) there is not an Event average of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration three appraisals than each of the current Term; (ii) no event has occurred that upon notice or other two SALE AND LEASE AGREEMENT [N396SW] -56- 63 appraisals, then the passage appraisal of time would constitute an Event of Defaultsuch appraiser shall be excluded, unless Landlord has given notice of default the remaining appraisals shall be averaged and Tenant is diligently attempting such average shall be deemed to cure such event; and (iii) Tenant is occupying be the Premises. Following expiration fair market rental value of the final Option Term allowable hereunder, Tenant Aircraft for all purposes hereof. If either Owner Participant or Lessee shall have no further right fail to renew appoint an appraiser by the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days date which is two months prior to the expiration commencement of such Renewal Term or if such two appraisers cannot agree on the current amount of such appraisal and fail to appoint a third appraiser by the date which is one month before the commencement of such Renewal Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee either Owner Participant or Lessee may apply to any court having jurisdiction (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length courts referred to in Section 13(b) of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available Participation Agreement) to tenants comparable to Tenant in the Area (make such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question)appointment. For purposes of such calculationthis Section 18.1, it will only fair market rental value shall be assumed the cash rental obtainable in an arm's-length lease between an informed and willing lessee (under no compulsion to lease) and an informed and willing lessor (under no compulsion to lease) and shall be determined on the assumptions that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord Aircraft is in fact paying a brokerage commission the United States of America, available for use by Lessee, unencumbered by any renewal or purchase option contained in this Lease, in the return condition required by Section 5 of this Lease and otherwise in compliance with and subject to a representative the terms and requirements of Tenant this Lease. Stipulated Loss Value amounts that are payable during any such Renewal Term shall be calculated as of the date of commencement of such Renewal Term and shall be determined in connection the same manner referred to above based on the fair market sales value of the Aircraft on such date determined in accordance with the applicable Option TermSection 18.2(a).

Renewal Options. a. Tenant shall have the right and option to renew the Lease Term provided in Section l(b) (“Renewal Option”the "Initial Term") for two (2) successive renewal additional periods of five (5) years each (eacheach of such additional periods being hereinafter referred to as a "Renewal Period"). Each renewal option shall be exercisable by Tenant by giving notice of the exercise of such renewal option to Landlord at least 365 days before the expiration of the Initial Term, an “Option Term”in the case of the first renewal option, or at least 365 days before the expiration of the first Renewal Period, in the case of the second renewal option, except that if the Rent for the first Lease Year in a Renewal Period has not been determined by the last day on which the renewal option for such Renewal Period must be exercised in accordance with the procedure set forth in subsection (d); provided, however, the period of time within which the Tenant may exercise the renewal option for such Renewal Option is contingent upon Period shall be extended until 30 days after the following: determination of the Rent for the first Lease Year in such Renewal Period. Time shall be of the essence in connection with Tenant's exercise of the renewal options. Tenant may not exercise the renewal option for either Renewal Period unless the Rent for such Renewal Period has previously been determined by agreement between Landlord and Tenant or in accordance with the procedure set forth in subsection (i) there is d). Tenant may not exercise the renewal option for the second Renewal Period unless Tenant has previously exercised the renewal option for the first Renewal Period in accordance with the provisions of this subsection. Tenant may not exercise the renewal option for either Renewal Period if an Event of Default beyond all applicable cure period(shas occurred and is continuing. If (i) at the time last day on which Tenant gives Landlord notice of Tenant’s intention has the right to exercise a renewal option (the Renewal Option or at "Last Exercise Date"), occurs less than 365 days before the expiration of the current Initial Term; (ii) no event has occurred that upon notice or , in the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration case of the final Option Term allowable hereunderfirst renewal option, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) or less than 365 days prior to before the expiration of the current Term. If first Renewal Period, in the case of the second renewal option, and (ii) Tenant fails to give notice to Landlord does not exercise the renewal option, the Term shall be extended until the last day of the month in which the 365th day after the Last Exercise 14330rrk.6pl Date occurs; unless prior to the 180-day periodLast Exercise Date, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, advises Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant it will not suffer the costs and business interruption associated with moving exercise its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question)applicable renewal option. For purposes of such calculationdetermining the Basic Rent payable during the extension provided by the preceding sentence, it will only the Rent shall be assumed that Landlord is paying a representative 95% of the fair rental value of the Leased Premises plus 100% of the fair rental value (market rate) of the parking spaces guaranteed by Section 29, all as actually determined by the procedure described in subsection (d) with respect to the Renewal Period for which Tenant a brokerage commission did not exercise its renewal option. If Tenant timely exercises the options to renew this Lease in connection accordance with the Option provisions of this Section, then the Term shall be extended accordingly. Except as otherwise expressly provided in question if Landlord is this Section, each Renewal Period shall be upon the same terms, covenants and conditions set forth in fact paying a brokerage commission this Lease with respect to a representative the Initial Term and Tenant's obligations to pay Tenant's Proportionate Share of Operating Expenses pursuant to Section 3(b) shall continue without interruption during each Renewal Period and the extension provided for in the seventh sentence, except that there shall be no renewal options after the second Renewal Period. All references in this Lease to the "Term" shall include each Renewal Period for which Tenant in connection with the applicable Option Termshall have effectively exercised its renewal option.

Renewal Options. a. 26.1 Tenant shall have is hereby granted the right and option ("Extension Option") to renew extend the term of the Lease for one (“Renewal Option”1) for two (2) successive renewal periods period of five (5) years each Lease Years (each"Extension Term"). The Extension Option may be exercised only by giving Landlord irrevocable and unconditional written notice thereof no earlier than eighteen (18) months and no later than nine (9) months prior to the commencement of the Extension Term. Tenant may not exercise the Extension Option if Tenant is in default under the Lease beyond the expiration of any applicable cure period either at the date of said notice or at any time thereafter prior to commencement of the Extension Term. Upon exercise of the Extension Option, an “Option Term”); providedall references in the Lease to the Term shall be deemed to be references to the Term as extended pursuant to the Extension Option. 26.2 The Extension Term shall be on the same terms, howevercovenants and conditions as are contained in the Lease, the Renewal Option is contingent upon the following: except that (i) there is not an Event of Default beyond all applicable cure period(s) at no additional extension option shall be conferred by the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; Extension Option, (ii) no event has occurred that upon notice or Base Rent applicable to the passage of time would constitute an Event of DefaultPremises for the Extension Term shall be determined as provided below, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying any initial rent abatement, concession or allowance which are in the Premisesnature of economic concessions or inducements shall not be applicable to any Extension Term. Following expiration of the final Option Term allowable hereunderIn addition to Base Rent, Tenant shall have no further right to renew pay Additional Rent, and other Rent during the Lease pursuant to Extension Term as provided in this Section 5Lease. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration 26.3 Base Rent per annum per rentable square foot of the current Term. If Tenant fails to give notice to Landlord prior to Premises for the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Extension Term shall be one hundred percent (100%) of the Fair Current Market Rental Rate for lease terms commencing on or about the date of commencement of the Extension Term. The term "Current Market Rate. “Fair Market Rental Rate” shall mean " means the market prevailing rental rate per rentable square foot under office leases recently executed for the time period such determination is being made for office comparable space in same class office the Building and in comparable buildings in the area North Xxxxxxx County submarket in which the Building is located. The determination of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination Current Market Rate shall take into account all relevant factorsconsideration net versus gross lease (and differing base years, including, without limitationif applicable); any differences in the size of space being leased, the following matters: location of space in the credit standing building and the length of lease terms; any differences in definitions of rentable square feet or rentable area with respect to which rental rates are computed; the value of rent abatements, allowances (for demolition, space planning, architectural and engineering fees, construction, moving expenses or other purposes); the creditworthiness of Tenant; the length location and condition of the termbuilding; the fact that Landlord will experience no vacancy period and that Tenant will not suffer condition of the costs and business interruption associated with moving its offices and negotiating a new leasespace; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant pertinent factors. The Current Market Rate may include an escalation of a fixed rental rate (based on a fixed step or index) then prevailing in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termmarket.

Renewal Options. a. Tenant shall have 43.01. Provided that at the right and time of the exercise of the applicable option to renew and as of the Lease expiration of the then current Term (i) Tenant is not then in default beyond applicable notice and cure periods of the terms, covenants, and provisions of this Lease, and (ii) Tenant shall be in occupancy and possession of the Demised Premises pursuant to this Lease, Landlord hereby grants to Tenant the option (the “Renewal Option”) to renew the term of this Lease for two (2) successive renewal additional periods of five three (53) years each (each, an a “Option TermRenewal Period”); provided. The first Renewal Period, however, if the Renewal Option therefor is contingent exercised, will commence on the day after the initial Expiration Date upon the following: (i) there is not an Event same terms and conditions as set forth in this Lease other than the Fixed Base Rent which shall be the Fair Market Value of Default beyond all applicable cure period(s) the Demised Premises at the time of the commencement of the Renewal Period multiplied by the rentable square footage of the Demised Premises (but in no event less than the Fixed Base Rent payable hereunder by Tenant gives Landlord notice for the last 12 months of Tenant’s intention to exercise the original Term). The second Renewal Period, if the Renewal Option or at therefor is exercised, will commence on the day after the scheduled expiration of the current Term; first Renewal Period upon the same terms and conditions as set forth in this Lease other than the Fixed Base Rent which shall be the Fair Market Value of the Demised Premises at the time of the commencement of the second Renewal Period multiplied by the rentable square footage of the Demised Premises (ii) but in no event has occurred that upon notice or less than the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Fixed Base Rent payable hereunder by Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying for the Premises. Following expiration last 12 months of the final Option Term allowable hereunder, Tenant first Renewal Period). The Fixed Base Rent shall have no further right automatically increase on each anniversary of the commencement of the applicable Renewal Period by an amount equal to renew three percent (3%) over the Fixed Base Rent for the prior Lease pursuant to this Section 5Year. b. 43.02. Tenant shall exercise the first Renewal Option by giving written notice to Landlord notice at least one hundred eighty (180a “Renewal Notice”) days not earlier than twelve (12) months and not later than nine (9) months prior to the initial Expiration Date, TIME BEING OF THE ESSENCE. Tenant shall exercise the second Renewal Option, if applicable, by giving a Renewal Notice to Landlord not earlier than twelve (12) months and not later than nine (9) months prior to the scheduled expiration date of the current Termfirst Renewal Period, TIME BEING OF THE ESSENCE. If Tenant fails to give notice to Landlord prior a Renewal Notice with respect to the 180-day period, then Tenant shall forfeit first Renewal Option or the Renewal Option. If Tenant exercises the second Renewal Option, then during Tenant will be deemed to have waived such Renewal Option and the Option Term, Landlord and Tenant’s respective rights, duties and obligations provisions of this Section shall be governed by the terms null and conditions of the Lease, except as provided otherwise void. The Renewal Options accorded in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable Article 43 are personal to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord may not be assigned except to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative an assignee of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission pursuant to a representative of Tenant in connection with the applicable Option TermPermitted Transfer.

Renewal Options. a. If Xxxxxx has not committed an Event of Default at any time during the Term, and the Tenant shall have the right and option to renew the originally named in this Lease (“Renewal Optioni.e., Senti Biosciences, Inc.)(“Original Tenant”) is occupying the entire Premises at the time of such election, the Original Tenant only may renew this Lease for two (2) successive renewal additional periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord by delivering irrevocable written notice of Tenant’s intention the exercise thereof to exercise the Renewal Option or at Landlord not earlier than twelve (12) months nor later than nine (9) months before the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the then-current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental Rent payable for an Option each month during such extended Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market prevailing rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “AreaPrevailing Rental Rate”) ), at the commencement of comparable condition such extended Term, for renewals of space in the Building or Complex, if applicable, of equivalent quality, size, utility, utility and location. Such determination shall take into account all relevant factors, including, without limitation, with the following matters: length of the extended Term and the credit standing of Tenant; the length Tenant to be taken into account. Within thirty (30) days after receipt of Xxxxxx’s notice to renew, Landlord shall deliver to Tenant written notice of the term; Prevailing Rental Rate and shall advise Tenant of the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available required adjustment to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisionsBase Rent, if any, but specifically excluding and the value other terms and conditions offered. Tenant shall, within ten (10) days after receipt of improvements installed Landlord’s notice, notify Landlord in writing whether Xxxxxx accepts or rejects Xxxxxxxx’s determination of the Premises at TenantPrevailing Rental Rate. If Tenant timely notifies Landlord that Xxxxxx accepts Landlord’s cost)determination of the Prevailing Rental Rate, then, on or before the commencement date of the extended Term, Landlord and whether adjustments are then being made Tenant shall execute an amendment to this Lease extending the Term on the same terms provided in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculationthis Lease, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.except as follows:

Renewal Options. a. Tenant shall have the right and option to renew the Lease (“Renewal Option”) for two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. d. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. Section26(c) of the Lease shall only apply to the Existing Premises. A new Section 26(g) is hereby added to the Lease to provide as follows: (a) Provided no Event of Default exists under the Lease, and further provided Tenant has not subleased or assigned all or any portion of the Fourth Floor Premises other than to a Permitted Transferee as defined in Section 10(h) of the Original Lease, Tenant shall have the right and option to renew the Lease two (2) options (each an “Fourth Floor Premises Renewal Option”) to extend the Fourth Floor Premises Term for two (2) successive renewal periods of five three (53) years each (each, each an “Option TermFourth Floor Premises Renewal Period”); provided. The Fourth Floor Premises Renewal Period shall commence at 12:00 a.m. on the day immediately following the Fourth Floor Premises Expiration Date or the expiration of the first Fourth Floor Premises Renewal Period, howeveras applicable, (the “Fourth Floor Doc#: US1:15707530v2 Doc#: US1:15707530v1 Premises Renewal Option is contingent upon Period Commencement Date”) and end at 11:59 p.m. on the following: day immediately preceding the three (i3) there is not an Event year anniversary of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice Fourth Floor Premises Renewal Period Commencement Date. As a condition of Tenant’s exercise of its option for an Fourth Floor Premises Renewal Period, Tenant must satisfy the following conditions: (A) Tenant must notify Landlord, in writing, of its intention to exercise the Fourth Floor Premises Renewal Option or at not later than two hundred seventy (270) days prior to the expiration Fourth Floor Premises Expiration Date (in the case of the current Term; first Fourth Floor Premises Renewal Option) or not later than two hundred seventy (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180270) days prior to the expiration of the current Term. If first Fourth Floor Period Renewal Period (in the case of the second Fourth Floor Premises Renewal Option) (B) The Basic Rent during the Fourth Floor Premises Renewal Period shall equal either (1) a rental rate mutually agreed to between Landlord and Tenant fails or (2) the Current Market Rental Rate (hereinafter defined), as determined in accordance with paragraph (b) below, multiplied by the number of rentable square feet in the Fourth Floor Premises. (C) Tenant shall continue to give notice pay to Landlord prior Additional Rent during any Fourth Floor Premises Renewal Period under the same terms and conditions as described in the Lease. (D) Unless otherwise agreed in writing by the parties, Basic Rent shall continue to increase at the 180-rate of [***] annually during the Fourth Floor Premises Renewal Period. (E) Failure by Tenant to timely satisfy the conditions set out hereinabove for the Fourth Floor Premises Renewal Period shall result in the termination of the Fourth Floor Premises Renewal Options. (b) Landlord and Tenant shall endeavor in good faith within the sixty (60) days following Xxxxxx’s notice of its intention to exercise the Fourth Floor Premises Renewal Option to agree upon a rental rate for the Fourth Floor Premises Renewal Period. However, if Landlord and Tenant are unable to agree within such sixty (60) day period, then Landlord and Tenant shall forfeit each within the Renewal Option. If Tenant exercises next fifteen (15) days name an appraiser to represent them, and the Renewal Option, two so appointed shall endeavor to jointly agree on the then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions Current Market Rental Rate of the Fourth Floor Premises (including the fixed percentage rate for annual rent increases). As used in this Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Current Market Rental Rate” shall mean the market annual gross rental rate per square foot for renewals of existing leases, for the applicable space and for the time period as to which such determination rate is being made determined, that a willing tenant would pay and a willing landlord would accept, in arm’s length bona fide negotiations (for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take renewal leases taking into account consideration all relevant factors, factors for renewal leases including, without limitation, the following mattersfactors: rent being charged in other similar office buildings located in the credit standing Southpark submarket of TenantDoc#: US1:15707530v2 Doc#: US1:15707530v1 Charlotte, North Carolina for comparable tenants, for renewal leases then being entered into for comparable space to the Premises; the length location, quality, amenities, age and reputation of the termbuildings in which the space being compared is located; use and size of the fact that Landlord will experience no vacancy period space under comparison; location and/or floor level of the subject space and that Tenant will not suffer the costs any comparison space within their respective buildings; extent of services provided or to be provided; extent and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant condition of leasehold improvements in the Area subject space and in any comparison space; abatements pertaining to the subject space and to any comparison space (such as including with respect to base rental, operating expense and/or real estate taxes); inclusion of parking charges in rental, if applicable; lease takeovers/assumptions by the landlord of the comparison space, if applicable; moving expense allowance, free rent periods, and lease assumptions and take over provisionsallowances granted, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question subject space and with respect to any comparison space; relocation allowances granted, if Landlord is in fact paying a brokerage commission to a representative of Tenant any, in connection with the applicable Option Termsubject space and with respect to the comparison space; club memberships granted, if any; construction, refurbishment and repainting allowances granted, if any, in connection with the subject space and with respect to any comparison space; any other concessions or inducements in connection with the subject space and with respect to any comparison space; term or length of lease of subject space and of any comparison space; overall creditworthiness of Tenant and tenants in comparable space; the time the particular rental rate under consideration was agreed upon and became or is to become effective; and payment of a leasing commission, fees, bonuses or other compensation whether to Tenant’s representatives or to Landlord, or to any person or entity affiliated with Tenant or Landlord, or otherwise. If Tenant requests improvements or allowance and Landlord agrees to fund such improvements or allowance, the Current Market Rental Rate will be determined factoring Landlord’s costs of providing such improvements or allowance. If either Landlord or Tenant fails to designate by written notice to the other its appraiser in the time stated, the one properly appointed shall be empowered to set the then Current Market Rental Value of the Fourth Floor Premises. If the two are appointed and are unable to agree within thirty (30) days after their appointment, they shall appoint a third appraiser, who shall be empowered to choose from the two (2) current market rental values proposed by Xxxxxxxx’s appraiser and Xxxxxx’s appraiser and the one chosen shall be the then Current Market Rental Rate of the Fourth Floor Premises. All appraisers must be MAI qualified with at least ten (10) years’ experience with commercial office space in the Southpark submarket of Charlotte, North Carolina. Each party shall bear the costs of its own appraiser; all other costs of the arbitration shall be shared equally between Landlord and Tenant.

Renewal Options. a. A. At the expiration of the original five (5) year term hereof, and if Tenant is not in default of any of the terms and conditions of this Lease, Tenant shall have the right and an option to renew the extend this Lease (“Renewal Option”) for two (2) successive renewal periods one additional term of five (5) years each (each, an “Option herein referred to as the "First Renewal Term”"); provided, however, . The option to extend the Lease for the First Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Term shall be exercised by giving Landlord written notice of Tenant’s 's intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice do so at least one hundred eighty (180) days prior to the expiration of the present term. Such First Renewal Term shall be upon all the terms and conditions hereof, except that the monthly rental for the new term shall be ninety-five percent (95%) of the then current fair market rental value of the Premises. In determining the then fair market rental value, the value of any tenant improvements in the Premises which were paid for by Tenant or any subtenant shall not be taken into account except for those improvements which Landlord has agreed to in writing need not be removed by Tenant upon the termination of this Lease. The parties acknowledge that the value of the laboratory improvements which construction was commenced by Tenant as subtenant to Norian Corporation prior to the Commencement Date shall not be taken into account when determining the fair market rental value of the Premises for the First Renewal Term. At the expiration of the First Renewal Term and if Tenant is not in default of any of the terms and conditions of this Lease, Tenant shall have a second option to extend this Lease for one additional term of five (5) years (herein the "Second Renewal Term"). This option to extend the term of this Lease for the Second Renewal Term shall be exercised by giving Landlord written notice of Tenant's election to do so at least one hundred eighty (180) days prior to the expiration of the First Renewal Term. Such Second Renewal Term shall be upon all the terms and conditions hereof except that the monthly rental for the Second Renewal Term shall be an amount equal to ninety-five percent (95%) of the then current fair market rental value of the Premises. In determining the then fair market rental value, the value of any tenant improvements in the Premises which were paid for by Tenant or any subtenant shall not be taken into account except for those improvements which Landlord has agreed to in writing need not be removed by Tenant upon the termination of this Lease. The parties acknowledge that the value of the laboratory improvements which construction was commenced by Tenant as subtenant to Norian Corporation prior to the Commencement Date shall not be taken into account when determining the fair market rental value of the Premises for the Second Renewal Term. B. In the event Landlord and Tenant cannot agree upon the sum which is ninety-five percent 95% of the then current fair market rental value of the Premises within fifteen (15) days after the expiration of the first five (5) year term or the First Renewal Term, the parties shall have the fair market rental value of the Premises determined by the appraisal procedure set forth below. Each party shall, within, appoint one (1) representative who shall be an MAI real estate appraiser with at least five (5) years full-time commercial appraisal experience in Santa Xxxxx County to act as an appraiser. The two (2) appraisers within thirty (30) days from the expiration of the fifteen (15) day period shall submit their determination in writing signed by both appraisers to each party. If the two (2) appraisers cannot agree upon the fair market rental value of the Premises within said thirty (30) days, they shall appoint a third appraiser who is similarly qualified. If the two (2) appraisers cannot agree on a third appraiser within fifteen (15) days from the date they were to have submitted their appraisal to Landlord and Tenant, either of the parties to this Lease, by giving five (5) days notice to the other party, can apply to the presiding judge of the Santa Xxxxx County Superior Court for the selection of a third appraiser who meets the qualifications stated above. Within thirty (30) days after the selection of the third appraiser, a majority of the appraisers shall set the fair market value of the Premises. If a majority of the appraisers are unable to set the fair market rental value within the stipulated time, three (3) appraisals shall be added together and their total divided by three; the resulting quotient shall be the fair market rental value. If, however, the low appraisal and/or the high appraisal are more than ten percent (10%) lower and/or higher than the middle appraisal, the low and/or high appraisal shall be disregarded. If only one (1) appraisal is disregarded, the remaining two 92) appraisals shall be added together and their total divided by two (2); the resulting quotient shall be the fair market rental value of the Premises. If both the low appraisal and the high appraisal are disregarded as stated in this paragraph, the middle appraisal shall be the fair market rental value of the Premises. In appraising the Premises as provided for in this paragraph, the appraisers shall take into consideration the fair market rental value of the space which is comparable in quality and nature to the Premises; provided, however, in determining the fair market rental value, the value of any tenant improvements in the Premises which were paid for by Tenant or any subtenant shall not be taken into account except for those improvements which Landlord has agreed to in writing need not be removed by Tenant upon the termination of this Lease. The parties acknowledge that the value of the laboratory improvements which construction was commenced by Tenant as subtenant to Norian Corporation prior to the Commencement Date shall not be taken into account when determining the fair market rental value of the Premises for either the First Renewal Term or the Second Renewal Term. If feasible, comparable space within the adjacent business park shall be the basis of the appraisers' determination of fair market rental value of the Premises. In no event shall the new fair market rental value be less than the rent last payable under the terms of the Lease. If Tenant objects to the fair market rental that is finally determined pursuant to the appraisal process set forth above, Tenant shall have the right to elect not to extend the term of the lease so long as such determination is made in writing to Landlord within fifteen (15) days from the date of the final determination of the renewal term rent. If Tenant fails to give notice so notify Landlord of its election to terminate the Lease, it shall be deemed that the Lease shall continue in effect and the rent payable shall be the final determination on the appraisers. Landlord prior and Tenant shall each pay for the cost of the appraiser appointed by them and they shall each pay one-half of the cost of the third appraiser in the event it is necessary to appoint a third appraiser. In the 180-event Landlord or Tenant fails to appoint an appraiser within the time specified, the determination of the appointed appraiser shall be final and binding on both parties. In the event the third appraiser fails to present a fair market rent within the thirty (30) day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, by mutual consent of Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for Tenant (1) the time period such determination is being made for office space in same class office buildings in shall be extended or (2) if Landlord or Tenant do not wish to extend the area of Franklinperiod, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances third appraiser shall be selected by Landlord's and other tenant concessions that would be available to tenants comparable to Tenant in the Area Tenant's appraisers and a new thirty (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term30) day period shall begin.

Renewal Options. a. A. Upon expiration of the initial Lease term, and provided an Event of Default has not occurred and is continuing, Tenant is hereby granted the options, exercisable in the case of each such option not less than fifteen (15) months prior to the expiration of either the initial Lease term or the applicable renewal term, to renew this Lease in respect of the Premises for two additional terms of ten (10) years each at a fair market rental value, to be determined in accordance with the standards specified in paragraph B below and agreed upon by Tenant and Delta or determined as hereinafter provided. If Tenant and Delta have not agreed upon the fair market rental value for the Premises by not later than ninety (90) days following Tenant’s notice of the exercise of a renewal option, such fair market rental value shall be determined as described in paragraph B below. B. In the event Tenant and Delta do not timely agree upon the fair market rental value for the Premises, in order to determine the fair market rental value applicable to a renewal term, Tenant and Delta shall, by a date not later than one hundred ten (110) days following Tenant’s notice of the exercise of a renewal option, each select an appraiser, whose fees shall be paid, respectively, by Tenant and Delta. Those two appraisers shall, within fifteen (15) days of the appointment of the last of such two appraisers to be appointed, then select a third appraiser, whose fee shall be shared equally by the Tenant and Delta; provided, however, that if such two appraisers cannot agree upon the selection of the third appraiser, or do not so select a third appraiser within such fifteen (15) day period, then such third appraiser shall be appointed by the American Arbitration Association. Each of the three appraisers shall, within fifteen (15) days of the appointment of the third appraiser, independently appraise the fair market rental value of the Premises for the relevant renewal term. For purposes of those appraisals, fair market rental value shall mean the rental value, payable in cash in monthly installments, as of the expiration date of the initial term or renewal term, as appropriate, immediately preceding the renewal term to be appraised, that a bona fide willing lessee who is not in possession and a bona fide willing lessor who is under no compulsion to lease are willing to pay or accept to lease the Premises for the relevant renewal term. Such fair market rental value shall be determined by reference to all of the terms of this Lease, but without reference to any improvements made to the Premises at the sole expense of Tenant. Tenant’s option to lease shall be at the fair market rental value as determined by the average of the two closest appraisals. Tenant shall have the right and option to rescind its election to renew the Lease term of this Agreement by giving Delta written notice of such determination to rescind within thirty (“Renewal Option”30) days of notice to Tenant of the fair market rental value determined through appraisal as provided above. If the fair market rental value for two (2) successive a renewal periods term has not been determined in advance of five (5) years each (eachthe commencement of such renewal term, an “Option Term”); provided, however, then the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) Base Rental shall continue at the time Tenant gives Landlord notice rate for the preceding term, but shall be retroactively adjusted to the commencement date of Tenant’s intention to exercise the Renewal Option or at the expiration such renewal term upon determination of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Defaultfair market rental value for such renewal term, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right rescinds its election to renew the Lease pursuant to term of this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal OptionAgreement as provided above. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed any option to renew granted by the terms and conditions of the this Lease, except as provided otherwise this Lease (together with any remaining renewal option) shall continue in this Section. Time is of the essence in exercising the Renewal Optionfull force and effect for said renewal term. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. Tenant Lessee shall have the right and option to renew extend this Lease with respect to the Lease (“Renewal Option”) Aircraft for two (2) successive renewal periods having a duration of five (5) two years each (each, an each such period being hereinafter referred to as a “Option Renewal Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or each commencing at the expiration of the current Basic Term or a Renewal Term; , as the case may be. During any such Renewal Term, (a) the monthly Basic Rent shall be the monthly equivalent of the Fair Market Rental Value of the Aircraft and (b) the monthly Stipulated Loss Value amounts shall be the Stipulated Loss Value as of the last day of the Basic Term and thereafter the Stipulated Loss Value shall decline monthly on each Stipulated Loss Value Determination Date during such Renewal Term at a rate of 3% per annum through the end of such Renewal Term. Each such option to renew shall be exercised upon written revocable notice from Lessee to Lessor given not less than 300 days prior to (i) the Lease Expiry Date or (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration last day of the final Option Renewal Term allowable hereunderthen in effect, Tenant as the case may be. Within 30 days of Lessee’s delivery of such revocable notice to Lessor, Lessee and Lessor shall have calculate the amounts that would be payable in respect of Basic Rent and Stipulated Loss Value during such Renewal Term in accordance with the second sentence of this Section (including the determination of the applicable Fair Market Rental Value of the Aircraft by mutual agreement or Independent Appraisal), and promptly following such calculation (but in any event no further right later than the date that is 270 days prior to (i) the Lease Expiry Date or (ii) the last day of the Renewal Term then in effect, as the case may be), Lessee shall either deliver an irrevocable notice to renew the Lease or revoke its earlier revocable notice to renew the Lease. If no Event of Default shall have occurred and be continuing on the Lease Expiry Date or the last day of the Renewal Term then in effect, as the case may be, then this Lease shall be extended for the additional period of such Renewal Term at the Basic Rent and Stipulated Loss Value amounts calculated pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utilitypreceding sentence, and location. Such determination shall take into account all relevant factors, including, without limitation, otherwise on the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates same conditions provided for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termherein.

Renewal Options. a. (a) Tenant shall have the right and option to renew the this Lease (“Renewal Option”) with respect to the entirety of the Premises for two (2) successive renewal periods consecutive additional terms of five (5) years each (each, an each a “Option Renewal Term”); provided, however, the Renewal Option is contingent commencing upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice initial Term or the passage of time would constitute an Event of Defaultfirst Renewal Term, unless as applicable. Each Renewal Option must be exercised, if at all, by written notice given by Tenant to Landlord has given notice of default not earlier than fifteen (15) months and Tenant is diligently attempting not later than nine (9) months prior to cure such event; and (iii) Tenant is occupying the Premises. Following expiration commencement of the final Option Renewal Term. If Tenant properly exercises a Renewal Option, then references in this Lease to the Term allowable hereundershall be deemed to include the Renewal Term. Tenant’s rights under this Section 2.6 shall, at the option of Landlord, be null and void and Tenant shall have no further right to renew this Lease if on the Lease pursuant to this Section 5date Tenant exercises a Renewal Option or on the date immediately preceding the commencement date of a Renewal Term a Default beyond the applicable cure period shall have occurred and be continuing hereunder. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180b) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant properly exercises the a Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by such Renewal Term all of the terms and conditions of set forth in this Lease as applicable to the LeasePremises during the initial Term shall apply during the Renewal Term, including without limitation the obligation to pay Rent Adjustments, except as provided otherwise that (i) Tenant shall accept the Premises in this Section. Time is of their then “as-is” state and condition and Landlord shall have no obligation to make or pay for any improvements to the essence in exercising Premises, and (ii) during the Renewal Option. c. The Term the Monthly Base Rental for an Option Term Rent payable by Tenant shall be the Fair Market Rental Rate. Value during the Renewal Term as hereinafter set forth. (c) For purposes of this Section, the term “Fair Market Rental RateValue” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklinrate, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances additional rent adjustment and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, charges and lease assumptions and take over provisionsincreases, if any, for equivalent high-quality research laboratory and office space comparable in size, location and quality of the Premises under primary lease (and not sublease) to new or renewing tenants in Emeryville and Berkeley, California, for a comparable term with base rent adjusted for the relative tenant improvement allowance, if applicable, and other concessions, if applicable, and taking into consideration such amenities as existing improvements and non-removable fixtures in place at the time of such renewal (but specifically excluding not including the value of improvements installed in any Tenant Additions made to the Premises at following the Commencement Date and the completion of Tenant’s costinitial build-out), view, floor on which the Premises are situated and whether adjustments are then being made the like, situated in determining the rental rates for renewals comparable science/laboratory and office buildings in the Area because of concessions being offered by Landlord to Tenant (Emeryville or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option TermBerkeley.

Renewal Options. a. Provided Tenant shall have is not then in default hereunder after the expiration of all applicable notice and cure periods, Landlord hereby grants Tenant the right and option to renew the Lease of the Additional Premises (“Renewal Option”including any Expansion Space leased by Tenant, as hereinafter set forth) for two (2) successive renewal periods additional terms of five (5) five years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives by giving Landlord written notice of Tenant’s intention 's election to exercise such renewal option not later than 270 days prior to the Renewal Option or at commencement of each renewal term. In the expiration event said option(s) is exercised in a timely manner, the Lease for the Additional Premises and Expansion Space, if any, shall be extended for the renewal term as to which such notice is given, under the same terms and conditions as are set forth in this Agreement, except that the base rent shall be a rental rate equal to 100% of the then prevailing "Fair Market Rental Value", inclusive of a new Operating Costs base year reasonably and equitably based on the projected current Term; (ii) no event has occurred building costs for similar space. Fair Market Rental Value shall mean rentals for comparable buildings of similar age, size, location and quality. Notwithstanding the forgoing, it is agreed that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration triple net portion of the final Option Term allowable hereunderbase rent for either of such renewal terms shall not be less than 103% of the triple net portion of the base rental rate in effect immediately preceding the commencement of the renewal term in question, nor shall it be greater than 105% of the triple net portion of the base rental rate in effect immediately preceding the commencement of such renewal term, and during each year of the renewal term(s), the base rental so determined shall be increased by 3% of the preceding year's triple net rental rate. Notwithstanding any provisions hereof, Tenant shall have no further right the right, provided Tenant complies with all of the provisions herein above set forth, to renew this Lease for either the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option entire Additional Prcntises (including any Expansion Space) or for any one full floor or full portion of any such floor than occupied by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (Building IX or Building X it total or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option TermAdditional Premises.

Renewal Options. a. Tenant At the end of the Base Lease Term and any Renewal Term (other than any Renewal Term ending four years after the end of the Base Lease Term), so long as no Lease Event of Default or Lease Default (of the type described in Section 14.1 or 14.5) has occurred and is continuing, Lessee shall have the right and option to renew this Lease for a Renewal Term. In order to exercise the option to renew, Lessee shall notify Lessor thereof in writing not more than nine months nor less than six months prior to the commencement of the applicable Renewal Term (which notice shall be irrevocable and shall specify the length of such Renewal Term). Renewal Rent shall be payable in arrears for each Lease Period occurring during any Renewal Term. The Renewal Rent payable for any Renewal Term hereunder shall be the fair market rental value of the Aircraft (“as defined below) calculated as of the commencement of such Renewal Option”) Term. Such fair market rental value shall be determined not later than three months prior to the commencement of such Renewal Term by mutual consent of Owner Participant and Lessee or, if they shall be unable so to agree, by three recognized independent aircraft appraisers, one chosen and paid for by Owner Participant, one chosen and paid for by Lessee and the third appraiser chosen by the mutual consent of the first two (2) successive renewal periods appraisers and paid for equally by Owner Participant and Lessee, the appraisals of five (5) years each (each, an “Option Term”)which three appraisers shall be averaged and such average shall be deemed to be the fair market rental value of the Aircraft for all purposes hereof; provided, however, that if the Renewal Option appraisal of one appraiser is contingent upon more disparate from the following: (i) there is not an Event average of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration three appraisals than each of the current Term; (ii) no event has occurred that upon notice or other two SALE AND LEASE AGREEMENT [N397SW] -56- 63 appraisals, then the passage appraisal of time would constitute an Event of Defaultsuch appraiser shall be excluded, unless Landlord has given notice of default the remaining appraisals shall be averaged and Tenant is diligently attempting such average shall be deemed to cure such event; and (iii) Tenant is occupying be the Premises. Following expiration fair market rental value of the final Option Term allowable hereunder, Tenant Aircraft for all purposes hereof. If either Owner Participant or Lessee shall have no further right fail to renew appoint an appraiser by the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days date which is two months prior to the expiration commencement of such Renewal Term or if such two appraisers cannot agree on the current amount of such appraisal and fail to appoint a third appraiser by the date which is one month before the commencement of such Renewal Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee either Owner Participant or Lessee may apply to any court having jurisdiction (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length courts referred to in Section 13(b) of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available Participation Agreement) to tenants comparable to Tenant in the Area (make such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question)appointment. For purposes of such calculationthis Section 18.1, it will only fair market rental value shall be assumed the cash rental obtainable in an arm's-length lease between an informed and willing lessee (under no compulsion to lease) and an informed and willing lessor (under no compulsion to lease) and shall be determined on the assumptions that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord Aircraft is in fact paying a brokerage commission the United States of America, available for use by Lessee, unencumbered by any renewal or purchase option contained in this Lease, in the return condition required by Section 5 of this Lease and otherwise in compliance with and subject to a representative the terms and requirements of Tenant this Lease. Stipulated Loss Value amounts that are payable during any such Renewal Term shall be calculated as of the date of commencement of such Renewal Term and shall be determined in connection the same manner referred to above based on the fair market sales value of the Aircraft on such date determined in accordance with the applicable Option TermSection 18.2(a).

Renewal Options. a. Subject to the condition that, at the time of exercise of any renewal option hereunder and at all times thereafter until such renewal option is consummated by an amendment to this Lease, no Event of Default exists and remains uncured under this Lease, Tenant shall have is hereby granted the right and option to renew the Lease (“Renewal Option”) Term for two (2) successive renewal periods of five (5) years each (each, an the first such period (“Option First Renewal Term”); provided, however, ) to commence on the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at day following the expiration of the current Initial Term; and the second such period (iithe “Second Renewal Term”) no event has occurred that upon notice or to commence on the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying date following the Premises. Following expiration of the final Option Term allowable hereunderFirst Renewal Term. Except as provided in the next sentence, Tenant shall have no further right must exercise the option to renew for the Lease pursuant First Renewal Term by delivering written notice of such election to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty no more than fourteen (18014) days months and no less than eleven (11) months prior to the expiration of the current Initial Term. If ; and Tenant fails must exercise the option to give renew for the Second Renewal Term by delivering written notice of such election to Landlord no more than fourteen (14) months and no less than eleven (11) months prior to the 180-day periodexpiration of the First Renewal Term. Notwithstanding the provisions set out in the preceding sentence, if Tenant has subleased two (2) or more floors in the Building and those subleases are then in effect, then Tenant shall forfeit will not be entitled to renew this Lease for the First Renewal Option. If Term with respect to any subleased space unless Tenant exercises the Renewal Optionoption to renew on all of such subleased space no more than eighteen (18) months and no less than fifteen (15) months prior to the expiration of the Initial Term; and if Tenant has subleased two (2) or more floors in the Building and those subleases are then in effect, then Tenant will not be entitled to renew this Lease for the Second Renewal Term with respect to any subleased space unless Tenant exercises the option to renew on all of such subleased space no more than eighteen (18) months and no less than fifteen (15) months prior to the expiration of the First Renewal Term. Any renewal of this Lease shall be upon the same terms and conditions as this Lease, except: (i) Tenant may exercise any renewal option on at least the first and second floors of the Building (in their entirety); (ii) if Tenant exercises Tenant’s option to renew on more than the first two floors of the Building, Tenant shall lease all additional space on contiguous floors (starting with the third floor) in contiguous half floor increments so that any remaining vacancy on any floor shall have elevator lobby exposure on one side; (iii) the Annual Rent and Monthly Installments of Rent during each renewal term shall be determined based upon the prevailing “Market Base Rent Rate” (defined below); (iv) the Annual Rent and Monthly Installments of Rent during the Option First Renewal Term shall be an amount equal to 95% of the prevailing Market Base Rent Rate as of the date of Tenant’s exercise of the first renewal option (or alternatively, Landlord may provide Tenant with an abatement of the first three (3) Monthly Installments of Rent during the First Renewal Term, in which event the Annual Rent and Monthly Installments of Rent will be set at 100% of the prevailing Market Base Rent Rate); (v) the Annual Rent and Monthly Installments of Rent during the Second Renewal Term shall be an amount equal to 95% of the prevailing Market Base Rent Rate as of the date of Tenant’s exercise of the second renewal option (or alternatively, Landlord may provide Tenant with an abatement of the first three (3) Monthly Installments of Rent during the Second Renewal Term, in which event the Annual Rent and Monthly Installments of Rent will be set at 100% of the prevailing Market Base Rent Rate); (vi) Landlord will not be required to construct or install any improvements or refurbishments to the Premises, nor will Landlord be required to afford any construction allowance to Tenant, it being agreed and understood that the terms and provisions of Exhibit B attached to this Lease will not be applicable during any renewal term, except to the extent the same is included in the determination of the Market Base Rent Rate; (vii) except as expressly provided in (iv) and (v) above in this Section 41.5, Tenant will not be entitled to any rent abatement during any renewal term, except to the extent the same is included in the determination of the Market Base Rent Rate; and (viii) the expense limitations set out in Section 41.2 of this Lease will not be effective after the expiration of the Initial Term, except to the extent the same is included in the determination of the Market Base Rent Rate. If the Market Base Rent Rate is determined based upon an assumption that certain concessions will be afforded to the Tenant in conjunction with such Market Base Rent Rate, then those concessions will be afforded to Tenant. For example, if the Market Base Rent Rate is determined based upon an assumption that the Tenant will be provided with a $10.00 per square foot refurbishment allowance, then a $10.00 per square foot refurbishment allowance will be afforded to Tenant. Within ten (10) days after the date upon which the Market Base Rent Rate is determined with respect to any renewal term, Landlord and Tenant’s respective rightsTenant will enter into a written amendment to this Lease, duties and obligations shall be governed by renewing the terms and conditions Term of the Lease, except as provided Lease and otherwise amending the Lease to conform with the agreements set out in this SectionSection 41.5. Time is of the essence in exercising the Renewal Option. c. The Market Base Rental for an Option Term shall Rent Rate shall, with respect to each renewal term, be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such determined as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.follows:

Renewal Options. a. 1. Provided that this Lease is then in full force and effect (and no Event of Default has occurred and is continuing on the date Tenant delivers its Renewal Notice to Landlord), Tenant shall have the right and option to renew the this Lease for three (3) renewal terms (each, a “Renewal OptionTerm”) for two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at each immediately following the expiration of the current Term; (ii) no event has occurred that upon notice Initial Term or the passage of time would constitute an Event of Defaultfirst or second Renewal Term, unless Landlord has given notice of default as the case may be, on the same terms, conditions, and Tenant is diligently attempting to cure such event; and provisions as are set forth in this Lease, provided that: (iiia) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right notified Landlord in writing of Tenant’s election to renew (the Lease pursuant to this Section 5. b. Tenant shall exercise the “Renewal Option by giving Landlord notice Notice”) at least one hundred eighty eighteen (18018) days months prior to the expiration of date on which the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Initial Term, Landlord and Tenant’s respective rightsor the applicable Renewal Term, duties and obligations shall be governed by as the terms and conditions of the Leasecase may be, except as provided otherwise in this Sectionexpires. Time is of the essence in exercising with respect to Tenant’s exercise of its rights under this subparagraph, and Tenant acknowledges that Landlord requires strict adherence to the requirement that the Renewal Option.Notice be timely made and in writing. If Tenant fails to timely deliver a Renewal Notice, then Tenant shall be deemed to have waived any and all remaining rights to renew the Term; c. The Base Rental (b) there shall be no further right of renewal after the third Renewal Term; (c) beginning with and as of the first day of the applicable Renewal Term, the Basic Annual Rent for an Option the Renewal Term shall be equal to the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean greater of (i) the market rental rate for Basic Annual Rent in effect on the time period such determination is being made for office space in same class office buildings in date immediately prior to the area commencement of Franklinthe Renewal Term, Tennessee or (the “Area”ii) ninety-five percent (95%) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take the then-current fair market rent taking into account all relevant factors, including, without limitation, tenant concessions and inducements, for new leases of comparable size, term, location and quality within Class A office buildings located in the following matters: Great Valley/Route 202 office submarket (the credit standing of Tenant; the length “Metropolitan Area”) as of the termstart of each Renewal Term; (d) Basic Annual Rent for the Leased Premises shall be agreed upon by Landlord and Tenant, both acting diligently and in good faith. If, however, Landlord and Tenant cannot agree on such fair market rent within fifteen (15) calendar days of Landlord’s receipt of the Renewal Notice, then, at any time thereafter, either party may deliver written notice to the other requiring that Basic Annual Rent for the applicable Renewal Term be determined by an appraisal process described below, and appointing as an appraiser a disinterested third party of recognized competence and professional experience as an appraiser of comparable commercial real estate in the Metropolitan Area (an “Appraisal Notice”): (i) Within thirty (30) calendar days after a party receives an Appraisal Notice, the party receiving such notice shall give written notice to the other that it, at its own expense, has hired and appointed as an appraiser a disinterested third party of recognized competence and professional experience as an appraiser of comparable commercial real estate in the Metropolitan Area. The two (2) appraisers thus appointed shall use good faith efforts to agree on the Basic Annual Rent for the applicable Renewal Term based upon the then-current fair market rent. However, if the two (2) appraisers are unable to agree within thirty (30) calendar days after their appointment on the Basic Annual Rent for the applicable Renewal Term, then the two (2) appraisers will, within ten (10) calendar days thereafter, jointly appoint a third appraiser who shall also be a disinterested third party of recognized competence and professional experience as an appraiser of comparable commercial real estate in the Metropolitan Area (the “Appraiser”). If the party receiving the Appraisal Notice fails to timely name an appraiser, and such failure continues for five (5) calendar days after written notice from the other party, then the appraiser appointed by the party delivering the Appraisal Notice shall be the Appraiser. All appraisers appointed pursuant to this subparagraph shall bear the designation or title of “Member of the Appraisal Institute”. In the event that the two (2) appraisers appointed as aforesaid shall be unable to agree, within such ten (10) calendar day period, on the appointment of the Appraiser, they shall give written notice of such failure to agree to the parties hereto, and the parties shall request that such appointment be made by the then President of the Philadelphia Chapter of the Appraisal Institute (or any organized successor thereto) within thirty (30) calendar days after such request. Within thirty (30) calendar days after the appointment of the Appraiser, the two appraisers selected by the parties shall deliver to the Appraiser their separate recommendations of the Basic Annual Rent for the upcoming Renewal Term. Within thirty (30) calendar days after receiving the second recommendation the Appraiser shall select one of the two recommendations. If only one recommendation is timely submitted, it shall automatically be selected. If neither appraiser submits a recommendation, the Appraiser shall act of his or her own accord to make a de novo determination of the Basic Annual Rent. A decision by the Appraiser shall be conclusive and binding on the parties hereto as to the Basic Annual Rent to be utilized in the exercise of this renewal option for the upcoming Renewal Term; provided, however, that in no event shall the fact that Basic Annual Rent during any Renewal Term be less than the Basic Annual Rent in effect on the date immediately prior to the commencement of the Renewal Term. The costs of the Appraiser shall be split equally by Landlord will experience no vacancy period and that Tenant will not suffer and each of Landlord and Tenant shall bear the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available of the appraiser selected by it, and (ii) After the Basic Annual Rent for the upcoming Renewal Term has been determined, the Appraiser shall immediately give written notice to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periodsparties hereto stating the Appraiser’s determination, and lease assumptions shall furnish to each party hereto a copy of such determination signed by the Appraiser; and (e) Tenant may exercise its renewal option for all, but not less than all, of the then Leased Premises. 2. If Tenant timely and take over provisionsproperly gives the Renewal Notice, the parties shall be bound to the applicable Renewal Term upon all of the foregoing terms and conditions; provided, however, that, if anyeither party delivers an Appraisal Notice, but specifically excluding Tenant shall have the value right to withdraw its Renewal Notice by delivering written notice thereof (“Withdrawal Notice”) to Landlord on or before the applicable deadline described as follows: (i) if the Basic Annual Rent for the applicable Renewal Term has not been determined pursuant to Paragraph III.B.1(d) prior to the date which is twelve (12) months prior to the expiration of improvements installed in the Premises at Initial Term or the applicable Renewal Term, as the case may be (the “12-Month Date”), Tenant’s costdeadline to deliver a Withdrawal Notice shall be the 12-Month Date; or (ii) if the Basic Annual Rent for the applicable Renewal Term has been determined pursuant to Paragraph III.B.1(d) prior to the 12-Month Date, Tenant’s deadline to deliver a Withdrawal Notice shall be the earlier of (a) the 12-Month Date or (b) the date which is twenty (20) days after the date Basic Annual Rent is determined pursuant to Paragraph III.B.1(d). If Tenant timely delivers a Withdrawal Notice pursuant to (i) or (ii) above, as applicable, then Tenant’s Renewal Notice shall be null and whether adjustments are then being made in determining the rental rates void and Tenant shall, within ten (10) days following its receipt of an invoice therefor, reimburse Landlord for renewals in the Area because of concessions being offered all costs incurred by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative determination of Tenant in connection with Basic Annual Rent for the applicable Option Renewal Term pursuant to this Paragraph III.B. Tenant’s failure to timely deliver a Withdrawal Notice shall be deemed a waiver of Tenant’s right to withdraw its exercise of the applicable Renewal Option. If the Basic Annual Rent for a Renewal Term shall not have been determined as of the commencement of such Renewal Term, Tenant shall continue to pay Basic Annual Rent at the then-existing rate until such determination has been completed. No further documentation shall be required for that purpose; provided, however, that upon request by one party the other party shall execute and deliver a formal amendment to this Lease or such other confirmation of the Renewal Term as may reasonably be requested.

Renewal Options. a. (a) Provided an Event of Default does not exist on the part of Tenant shall hereunder, Tenant will have the right and option to renew the Lease (“Renewal Option”) in its entirety, or at a minimum for two (2) successive renewal periods of five (5) years each (eachone full floor, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: for either (i) there is not an Event two terms of Default beyond all applicable cure period(sfive years, or (ii) one term of ten years, at the time Tenant's option (each a "Renewal Option"). In order to exercise such option, Tenant gives must give Landlord written notice of Tenant’s its intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty nine (1809) days months prior to the expiration of the current Term. If The renewal notice will specify which Renewal Option Tenant fails to give notice to Landlord prior to has selected and the 180-day period, then Tenant shall forfeit the Renewal Optionamount of space covered thereby. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by All of the terms and conditions of this Lease shall continue into the Lease, renewal period except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The that Base Rental for an Option Term the renewal period will be equal to the Prevailing Market Rental Terms. (b) Landlord will advise Tenant of its opinion of Prevailing Market Rental Terms within thirty (30) days after receipt of Tenant's renewal notice. If Landlord and Tenant do not agree on Prevailing Market Rental Terms, the parties will negotiate in good faith and attempt to reach agreement. If Landlord and Tenant cannot agree on the determination of the Prevailing Market Rental Terms within sixty (60) days after the date Landlord receives Tenant's renewal notice, the unresolved dispute shall be submitted to arbitration within five (5) days after the Fair end of such sixty (60) day period. If Tenant is not satisfied with the decision of the arbitrators, Tenant shall have the right to rescind any exercise of an option to renew the lease for which the Prevailing Market Rental Rate. “Fair Terms were determined within ten (10) business days following the decision of the Arbitration Panel. (c) For purposes hereof, the term "Prevailing Market Rental Rate” shall mean Terms" means the market rental rate and other economic terms (including tenant inducements such as allowances and rental abatement) that a willing tenant would pay and a willing landlord would accept in arm's length, bona fide negotiations for a new lease of the space for which the Prevailing Market Rental Terms is being determined to be executed at the time period such of determination is being and to commence on the commencement of Tenant's lease of that space under this Lease. The determination of the Prevailing Market Rental Terms will be based upon other lease transactions made for office space in same class the Building and other comparable office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utilitymarket area, and location. Such determination shall will take into account consideration the terms of the Lease (including any leasehold improvements allowance to be provided to Tenant under the terms of the Lease), and all relevant factorsterms and conditions of any comparable leasing transactions, including, without limitation: (i) location, quality and age of the following matters: Building; (ii) use and size of the space in question; (iii) location and/or floor level within the Building; (iv) extent of the leasehold improvement allowances; (v) the amount of any abatement of rental or other charges; parking charges or including of same in rental; (vi) lease takeover/assumptions; (vii) club memberships; (viii) relocation allowances; (ix) refurbishment and repainting allowances; (x) any and all other concessions or inducements; (xi) extent of services provided or to be provided; (xii) distinctions between "gross" and "net" leases; (xiii) base year or dollar amount for escalation purposes (for both operating costs and ad valorem/real estate taxes); (xiv) any other adjustments (including by way of indexes) to base rental rate; (xv) credit standing and financial stature of Tenantthe tenant; the and (xvi) length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Term.

Renewal Options. a. (a) Subject to the conditions hereinafter set forth and provided this Lease is then in effect, Tenant shall have the right and option to renew the term of this Lease (“Renewal Option”) for two (2) successive consecutive renewal periods terms of five (5) years each (each, an “Option a "Renewal Term”"); provided, however, by delivering written notice (the "Renewal Option is contingent upon the following: (iNotice") there is not an Event to Landlord of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice its exercise of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior before the end of the Original Term or any Renewal Term, as the case may be. Subject to the terms of this Lease set forth below, the first such Renewal Term shall begin upon the expiration of the current Original Term and the second Renewal Term shall begin upon the expiration of the first Renewal Term. All of the terms, provisions and covenants of this Lease shall apply to each Renewal Term except that Basic Rent for each Renewal Term shall be established as provided in paragraph (b) below. Tenant shall have no right to exercise any option under this Section 3.03 if any Event of Default (as hereinafter defined) exists at the time of electing a renewal option or at the time any Renewal Term would commence. If Tenant fails to give timely notice of Tenant's intention to Landlord prior to renew this Lease, the 180-day periodTerm of this Lease shall expire on the scheduled expiration date, then and Tenant shall forfeit the Renewal Optionhave no further option to renew this Lease. If Tenant exercises the Renewal Optiondoes not exercise any such option in a timely manner, then Landlord shall have the right during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions remainder of the Lease, except as provided otherwise in Term of this Section. Time is Lease to advertise the availability of the essence in exercising Premises for sale or lease. In this Lease the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall phrases "term of this Lease," "term hereof," "Lease Term," and "Term" mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, Original Term and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact any Renewal Term that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available may become effective pursuant to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termthis Section 3.03.

Renewal Options. a. Tenant shall have the right and option to renew the initial Term of this Lease (“Renewal Option”the "Initial Term") for two (2) successive renewal additional periods of five (5) years each (eacheach of such additional periods being hereinafter referred to as a "Renewal Period"). Each renewal option shall be exercisable by Tenant by giving notice of the exercise of such renewal option to Landlord at least 270 days before the expiration of the initial Term, an “Option Term”); providedin the case of the first renewal option, howeveror at least 270 days before the expiration of the first Renewal Period, in the case of the second renewal option, except that if the Basic Rent per square foot for the first lease year in a Renewal Period has not been determined by the last day on which the renewal option for such Renewal Period must be exercised in accordance with the procedure set forth in Paragraph 41.4 below, the period of time within which Tenant may exercise the renewal option for such Renewal Option is contingent upon Period shall be extended until 15 days after the following: (i) there is determination of the Base Rent per square foot for the first lease year in such Renewal Period. Time shall be of the essence in connection with Tenant's exercise of the renewal options. Tenant may not exercise the renewal option for the second Renewal Period unless Tenant has previously exercised the renewal option for the first Renewal Period in accordance with the provisions of this paragraph. Tenant may not exercise the option for a Renewal Period if, at the time Tenant purportedly exercises its option or on the last day of the initial Term, in the case of the first renewal option, or the last day of the first Renewal Period, in the case of the second renewal option, an Event of Default beyond all applicable cure period(shas occurred and is continuing. If (i) at the time last day on which Tenant gives Landlord notice of Tenant’s intention has the right to exercise the Renewal Option or at renewal option (the "Last Exercise Date") occurs less than 270 days before the expiration of the current initial Term; (ii) no event has occurred that upon notice or , in the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration case of the final Option Term allowable hereunderfirst renewal option, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) or less than 270 days prior to before the expiration of the current Term. If Tenant fails to give notice to Landlord prior to first Renewal Period, in the 180-day period, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions case of the Leasesecond renewal option, except as provided otherwise in this Section. Time is of and (ii) Tenant does not exercise the essence in exercising renewal option, the Renewal Option. c. The Base Rental for an Option Term shall be extended until the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length last day of the term; month in which the fact that Landlord will experience no vacancy period and that Tenant will not suffer 270th day after the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question)Last Exercise Date occurs. For purposes of determining the Basic Rent payable during the extension provided by the preceding sentence, the Base Rent per square foot shall be the fair rental value of the Demised Premises as actually determined by the procedure described in Paragraph 41.4 below with respect to the Renewal Period for which Tenant did not exercise its renewal option, and such calculation, it will only amount shall be assumed that Landlord is paying a representative of paid by Tenant a brokerage commission without the need for any amendment to this Lease and as fully as if such amount were set forth in connection this Lease. If Tenant timely exercises the options to renew this Lease in accordance with the Option provisions of this Article, then the Term shall be extended accordingly. Except as otherwise expressly provided in question if Landlord is this Article, each Renewal Period shall be upon the same terms, covenants and conditions set forth in fact paying a brokerage commission this Lease with respect to a representative of the initial Term and Tenant's obligations to pay Operating Expense Increases and Real Estate Tax Increases shall continue without interruption during each Renewal Period, except that there shall be no renewal options after the second Renewal Period. All references in this Lease to the "Term" shall include each Renewal Period for which Tenant in connection with the applicable Option Termshall have effectively exercised its renewal option.

Renewal Options. a. Landlord hereby grants to Tenant the option to extend the term of this Lease (the "Extension Options") for one additional two-year period. Tenant shall have the right and option to renew the Lease (“Renewal Option”) for two (2) successive renewal periods of five (5) years each (each, an “exercise such Extension Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord by giving written notice of Tenant’s intention exercise to exercise Landlord at least six months prior to the Renewal Option or Expiration Date of the then current term. All of the terms and conditions of this Lease shall govern each such extended term insofar as applicable, and all references in this Lease to the term hereof shall be deemed to include such extended term unless the context clearly indicates to the contrary, except that these Extension Options shall not apply at the expiration of the current Term; (ii) no event has occurred that upon notice or extension terms. a. The Monthly Fixed Rent for each Extension Option term shall be the passage of time would constitute an Event of Defaultfair market rate, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration as of the final commencement of the applicable Extension Option Term allowable hereunderterm as determined by the agreement of the parties or, Tenant shall have no further right if the parties are unable to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) agree on or before 90 days prior to the expiration of the then-current Termterm, then by an appraisal conducted pursuant to Subparagraph (b) below. Notwithstanding the above, the Monthly Fixed Rent for each extension term shall, in no event, be less than the Monthly Fixed Rent for the last month of the then-current lease term. The Monthly Fixed Rent shall take into account the duration of the extension term and may provide for reasonable periodic rental increases during such term. b. If it becomes necessary to determine the fair market rate for the Premises by appraisal, then real estate appraiser(s), all of whom shall be members of the American Institute of Real Estate Appraisers and each having at least two years' experience appraising commercial and industrial real property located within the vicinity of the Premises, shall be appointed and shall act in accordance with the following procedures: (1) If Landlord and Tenant are unable to agree on the base rent for the Extension Option term, then either party may demand an appraisal by giving written notice to the other party which demand to be effective, must state the name, address and qualifications of an appraiser selected by the party demanding an appraisal (the "Notifying Party"). Within ten days following the Notifying Party's appraisal demand, the other party (the "Non-Notifying Party") shall either approve the appraiser selected by the Notifying Party or select a second properly qualified appraiser by giving written notice of the name, address and qualifications of said appraiser to the Notifying Party. If Tenant the Non-Notifying Party fails to give notice to Landlord prior to select an appraiser within the 180-ten day period, then Tenant the appraiser selected by the Notifying Party shall forfeit the Renewal Optionbe deemed selected by both parties and no other appraiser shall be selected. If Tenant exercises two appraisers are selected they shall select a third appropriately qualified appraiser. If the Renewal Optiontwo appraisers fail to select a third qualified appraiser within ten days, then, upon application by either party, the third appraiser shall be appointed by the President or person serving in comparable position, if there is no President) of the local Real Estate Board (or any successor entity or body of comparable standing if such Board does not then exist) or the person to whom the President may delegate that function. (2) If only one appraiser is selected, then during that appraiser shall notify the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions parties in simple letter form of its determination of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the fair market rental rate for the time Premises within thirty days of his selection, which appraisal shall be conclusively determinative and binding on the parties as the fair market rent for the Premises. (3) If multiple appraisers are selected, then the appraisers shall meet not later than ten days following selection of the last appraiser. At such meeting, the appraisers shall attempt to determine the fair market rate for the Premises as of the commencement date of the Option period such by the agreement of at least two of the appraisers. (4) The appraisers' determination is being made for office space in of the fair market rate shall be based on a building of the same class office buildings in age, construction, size and location as the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, Premises and location. Such determination shall take into account all relevant factors, including, without limitationTenant's obligation to pay additional rent under the terms of this Lease. In determining the fair market rare, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will appraisers shall not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowanceconsider any improvements, free rent periodsalterations, and lease assumptions and take over provisionsadditions, if any, but specifically excluding the value of improvements fixtures or equipment installed in the Premises at Tenant’s cost)'s expense, but shall include improvements, alterations, additions, fixtures of equipment installed at Landlord's expense. If two or more of the appraisers agree on the fair market rate for the Premises at the initial meeting, then such agreement shall be determinative and binding on the parties hereto, and whether adjustments 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. (5) If multiple appraisers are selected and the agreement of at least two appraisers cannot be obtained within ten days after the initial meeting, then being made within five days after the expiration of said ten day period, all appraisers shall submit to Landlord and Tenant and independent appraisal, in determining simple letter form, of the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof fair market rent for the Premises. The parties shall then determine the appraised fair market rent for the Premises by averaging the appraisals; provided, however, that (i) if the lowest appraisal is less than 85% of the middle appraisal, then such lowest appraisal shall be disregarded and (ii) if the highest appraisal is greater than 115% of the middle appraisal, then such highest appraisal shall be disregarded. If any appraisal is so disregarded, then the average shall be determined by computing the average of the appraisals that have not been disregarded. (6) Nothing contained herein shall prevent Landlord and Tenant from jointly selecting a single appraiser to determine the fair market rate of the Premises, in which event, the determination of such appraisal shall be conclusively deemed to be the fair market rate of the Premises for the Extension Option Term term in question). (7) If only one appraiser is selected, then each party shall pay half of the fees and expenses of that appraiser. For purposes If three appraisers are selected, then each party shall bear the fees and expenses of such calculationthe appraiser it selects, it will only be assumed that Landlord is paying a representative plus half of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative fees and expenses of Tenant in connection with the applicable Option Termthird appraiser.

Renewal Options. a. Tenant The Lessee shall have the right to --------------- renew and option extend the term of this Lease Agreement for the Renewal Terms as hereinafter provided, subject to renew the following terms and conditions: The Lessee may extend this Lease Agreement for four (“4) Renewal Option”) for two (2) successive renewal periods Terms of five (5) years each (eachby the Lessee giving the Lessor notice, an “Option Term”); providedin writing, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention its intent to exercise the such renewal option (a "Renewal Option or at the expiration of the current Term; Notice"), no less than six (ii6) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days months prior to the expiration of the current Lease Term or the immediately preceding Renewal Term, as applicable. Such Renewal Term(s) shall commence immediately upon the expiration of the Lease Term or the preceding Renewal Term, and upon exercise of each renewal option the expiration date of the term shall automatically become the last day of the applicable Renewal Term. If Tenant fails to give notice to Landlord prior The exercise by the Lessee of the renewal option(s) set forth herein must be made, if at all, by delivery of a Renewal Notice to the 180Lessor on or before the dates set forth-day periodabove. Once the Lessee has exercised any such renewal option, then Tenant the Lessee may not thereafter revoke the exercise of such option. At the Lessor's election, the Lessee's rights to Renewal Terms as provided under this Section shall forfeit terminate and be of no further force or effect if (i) an Event of Default exists under the Lease Agreement at the time the Lessee attempts to exercise its renewal option, or (ii) the Lessee defaults under any provision of the Lease Agreement after exercising its renewal option and such default continues beyond any applicable period provided in this Lease Agreement. Rent for each year under the Renewal OptionTerms shall be at the per square foot rate equal to 90% of the "Fair Market Rate." The Fair Market Rate shall be agreed upon by Lessor and the Lessee within fifteen (15) calendar days of the date on which the Lessee exercised its renewal option. If Tenant exercises In the event the parties are unable to timely agree on the Fair Market Rate, the dispute shall be resolved by arbitration pursuant to Article XII. Except as set forth herein, the leasing of the Campus for the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations Term(s) shall be governed by upon the same terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate are applicable for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, initial term and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s costany subsequent Renewal Term(s), and whether adjustments are then being made in determining shall be upon and subject to all of the rental rates for renewals in the Area because provisions of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termthis Lease Agreement.

Renewal Options. a. Tenant shall have the right and option to renew the Lease (a) The Borrower may, by notice (a “Renewal OptionRequest”) for to the Administrative Agent (who shall promptly notify the Lenders) given at any one time in any calendar year not less than sixty (60) days prior to any anniversary of the Amendment No. 3 Effective Date (such date, the “Anniversary Date”), request an extension of the Latest Maturity Date to a date one (1) year following the Latest Maturity Date; provided that no more than two (2) successive renewal periods of five (5) years each (each, an “Option Term”); provided, however, the Renewal Option is contingent upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration of the current Term; (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease Requests may be delivered pursuant to this Section 52.24. If the conditions in Section 2.24(e) are met, the Maturity Date applicable to each Renewing Lender (as defined below) shall be extended to the date one (1) year after the Latest Maturity Date that was previously applicable, effective as of the date such conditions are met. b. Tenant shall exercise (b) Each Lender may, in its individual and sole discretion, agree to so extend its Commitments (a “Renewing Lender”) by delivering to the Renewal Option by giving Landlord Administrative Agent a written notice at least one hundred eighty of its agreement to do so no later than thirty-five (18035) days prior to the expiration relevant Anniversary Date, and the Administrative Agent shall (i) notify the Borrower in writing of the current Term. If Tenant fails to give notice to Landlord Lenders’ decisions and (ii) notify the Lenders in writing of the aggregate Commitments of the Declining Lenders (as defined below), in each case no later than thirty (30) days prior to the 180-day periodrelevant Anniversary Date. The Commitment of any Lender that fails to accept or respond to a Renewal Request (such Lender, then Tenant shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations a “Declining Lender”) shall be governed terminated as provided in Section 2.09(a) on the Maturity Date applicable to such Lender, and any outstanding Loans of such Declining Lender shall be repaid as provided in Section 2.10(a) on such Maturity Date, in each case to the extent such Commitments and Loans are not assigned to an Increasing Renewing Lender or a New Renewing Lender pursuant to Section 2.24(c) or Section 2.24(d) below. (c) The Borrower shall have the right, on or before the relevant Anniversary Date, to replace any Declining Lender with a Renewing Lender (an “Increasing Renewing Lender”) or with one or more Eligible Assignees (each, a “New Renewing Lender”) that agrees, in each case in its individual and sole discretion, to assume all or a portion of the Commitment of a Declining Lender, and a Declining Lender shall upon the request of the Borrower assign its Commitment to such Increasing Renewing Lender or New Renewing Lender; provided that such assignment shall require each of the consents required under Section 9.04(b)(i) and must otherwise be made in compliance with Section 9.04. (d) Upon any assignment by a Declining Lender pursuant to clause (c) above, the Borrower shall pay in full to each Declining Lender the unpaid principal amount of all Loans owing to such Declining Lender in respect of any Commitments so assigned, together with all accrued and unpaid interest thereon and all fees accrued and unpaid under this Agreement to the date of such payment of principal, any break funding payment required in accordance with Section 2.17, and all other amounts due to such Declining Lender under the Financing Documents. (e) As a condition precedent to any extension pursuant to this Section 2.24, (i) more than fifty percent (50%) of the aggregate outstanding Commitments under the Revolving Credit Facility immediately prior to the relevant Anniversary Date must be extended (including by way of assignments to Increasing Renewing Lenders and New Renewing Lenders) thereby, (ii) such extension shall have been duly authorized by the terms Borrower and conditions the relevant Extension Agreement and any other documentation related thereto shall have been duly executed and delivered by the Borrower, (iii) all representations and warranties made by the Borrower in any Financing Document shall be true and correct in all material respects (and to the extent that any such representation and warranty is otherwise qualified by materiality or material adverse effect, such representation and warranty shall be true and correct in all respects) on and as of the Leaseextension effective date (or to the extent that such representations and warranties specifically refer to a specified date, except as provided otherwise in this Section. Time is of such specified date), (iv) no Default or Event of Default under the Financing Documents shall have occurred and be continuing as of the essence Extension Date or would result from such extension and (v) the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower dated as of the extension effective date certifying as to the matters set forth in exercising the Renewal Option. c. The Base Rental for an Option Term foregoing clauses (ii) – (iv) and attaching a copy of the resolutions adopted by the Borrower in compliance with the foregoing clause (ii). Any extension pursuant to this Section 2.24 shall be effected pursuant to an extension agreement executed and delivered by the Fair Market Rental RateBorrower, the Renewing Lenders, any New Renewing Lenders and the Administrative Agent (“Renewal Agreement”). “Fair Market Rental Rate” shall mean Each Renewal Agreement may, without the market rental rate for consent of any other Lenders, effect such amendments to this Agreement and the time period such determination is being made for office space in same class office buildings other Financing Documents solely as may be necessary or appropriate in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length reasonable opinion of the term; Administrative Agent to effect the fact that Landlord will experience no vacancy period provisions of this Section 2.24 as mutually agreed upon by the Administrative Agent and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option TermBorrower.

Renewal Options. a. (a) Provided this Lease shall then be in full force and effect and Tenant shall not then be in default in the observance or performance of any of the terms of this Lease which are of a monetary nature and in connection with which default Landlord shall have commenced a legal action against Tenant, Tenant may elect, at its option, to extend the right and option to renew the Lease (“Renewal Option”) Term of this Lease, for two (2) successive an initial renewal periods period of five (5) years each (each, an “Option the "First Renewal Term”"); provided, however, . The First Renewal Term shall commence on the date immediately following the Expiration Date (the "First Renewal Option is contingent upon Term Commencement Date") and shall terminate on the following: fifth (i5th) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration anniversary of the current Term; Expiration Date (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration of the final Option "First Renewal Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5Expiration Date"). b. (b) Tenant shall exercise the Renewal Option option described herein by giving Landlord written notice at least one hundred eighty of such election to extend the initial Term of this Lease not later than twenty-four (18024) days months prior to the expiration Expiration Date, and upon the giving of such notice, but subject to Tenant's right to revoke its election pursuant to subsection 41.01(d)(iii)(C), and provided that this Lease shall then be in full force and effect at the time of the current Term. If Tenant fails to give notice to Landlord prior to exercise of such option and on the 180-day periodExpiration Date, then Tenant the initial Term of this Lease shall forfeit thereupon be deemed renewed for the First Renewal Option. If Tenant exercises Term upon all the Renewal Optioncovenants, then during the Option Termagreements, Landlord terms, provisions and Tenant’s respective rightsconditions contained herein, duties and obligations shall be governed by the terms except such covenants, agreements, terms, provisions and conditions of the Lease, this Lease as shall be inapplicable or irrelevant and except as provided otherwise set forth in this Section. Time is Section 41.01, and with the same force and effect as if the First Renewal Term had originally been included in the initial Term of this Lease. (a) Provided Tenant shall have exercised its option to renew this Lease for the First Renewal Term, and provided further that this Lease shall then be in full force and effect and Tenant shall not then be in default in the observance or performance of any of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area terms of Franklin, Tennessee (the “Area”) this Lease which are of comparable condition for space of equivalent quality, size, utility, a monetary nature and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with which default Landlord shall have commenced a legal action against Tenant, Tenant, at Tenant's option, shall have the Option right to extend the Term of this Lease for a second five (5) year period (the "Second Renewal Term"). The Second Renewal Term shall commence on the date immediately following the First Renewal Term Expiration Date (the "Second Renewal Term Commencement Date") and shall terminate on the fifth (5th) anniversary of the First Renewal Term Expiration Date (the "Second Renewal Term Expiration Date"). (a) Provided Tenant shall have exercised its option to renew this Lease for the Second Renewal Term, and provided further that this Lease shall then be in question if Landlord is full force and effect and Tenant shall not then be in fact paying default in the observance or performance of any of the terms of this Lease which are of a brokerage commission to a representative of Tenant _________ nature and in connection with which default Landlord ______ have commenced a legal action against Tenant, Tenant, at ______ option, shall have the applicable Option right to extend the Term of _____ Lease for a third five (5) year period (the "Third ____________ Term."). The Third Renewal Term shall commence on the _______ immediately following the Second Renewal Term Expiration __________ the "Third Renewal Term Commencement Date") and shall _________ on the fifth (5th) anniversary of the Second Renewal Expiration Date (the "Third Renewal Term Expiration -109- (a) Provided Tenant shall have exercised its option to renew this Lease for the Third Renewal Term, and provided further that this Lease shall then be in full force and effect and Tenant shall not then be in default in the observance or performance of any of the terms of this Lease which are of a monetary nature and in connection with which default Landlord shall have commenced a legal action against Tenant, Tenant, at Tenant's option, shall have the right to extend the Term of this Lease for a fourth five (5) year period (the "Fourth Renewal Term"). The Fourth Renewal Term shall commence on the date immediately following the Third Renewal Term Expiration Date (the "Fourth Renewal Term Commencement Date") and shall terminate on the fifth (5th) anniversary of the Third Renewal Term Expiration Date (the "Fourth Renewal Term Expiration Date"). -110-

Renewal Options. a. Tenant Provided Lessee is not in default hereunder, Lessee shall have the right and option to renew the Term of this Lease (“Renewal Option”) for two (2) successive additional terms of five (5) years, which periods shall be designated as the “Renewal Term(s)”. Lessee shall accept the Demised Premises in its “Where Is” and “As-Is” condition for each of said Renewal Term(s). Lessee shall exercise this renewal periods option by giving Lessor not more than 18 months but not less than twelve- (12) months prior written notice of its intention to renew the Term of this Lease. Upon receipt by Lessor of such notice, the Term of this Lease shall be deemed to have been extended for the designated Renewal Term from the expiration of the current term as defined herein, upon the same terms and conditions as during the Term hereof, except as otherwise provided for herein. a. First Five Year Renewal Option (“First Renewal Term” ) The Basic Rent during the First Renewal Term shall be based on the prevailing rental rates for properties of equivalent quality, size, utility and location within Xxxxxx County, State of New Jersey, with the length of the Lease Term and credit standing of Lessee herein to be taken into account as of the date of each renewal, but in no event shall the Basic Rent be less than $9.75 per sq. ft. per annum or higher than $16.00 per sq. ft. per annum. Within thirty (30) days of Lessor’s receipt of notice of Lessee’s intent to exercise the renewal option, Lessor and Lessee shall agree upon the prevailing rental rate, which will apply to the Basic Rent Coty US Inc. Addendum 3 Jan. 11, 2000 Coty Add 3.doc during the First Renewal Term. In the event that Lessor and Lessee cannot come to such an agreement, the renewal rate shall be determined as follows: Within the next thirty (30) days, Lessor and Lessee shall each select an arbitrator who shall be a real estate broker licensed in the area in which the building is situated and having a minimum of five (5) years each (each, experience in leasing industrial and office space. Notice shall be given to the other party of the name of the arbitrator selected. If either Lessor or Lessee fails to appoint such an “Option Term”); provided, howeverarbitrator within the allotted time, the Renewal Option is contingent arbitrator appointed by the other party shall make the determination of the then prevailing rental rate and this determination shall be final and binding on both parties hereto. If both Lessor and Lessee appoint an arbitrator in accordance with the provisions above and the two arbitrators cannot agree upon a prevailing rental rate within thirty (30) days following their appointment, the two arbitrators shall forthwith select a third arbitrator having like qualifications and each of the original arbitrators will immediately submit his or her judgment as to the fair market rent in writing to the third arbitrator. The third arbitrator will choose and decide on one of the two prevailing rental rates submitted by the two original arbitrators within ten (10) days and the selection of the third arbitrator shall be final and binding on both parties. In the event the two arbitrators appointed by the Lessor and Lessee cannot agree upon a third arbitrator, then the third arbitrator shall be appointed by the New Jersey Chapter of the Society of Industrial Realtors. The prevailing rental rate agreed to by the two appointed arbitrators or, if applicable, the prevailing rental rate selected by the third arbitrator, shall be final and binding upon the following: (i) there is not an Event of Default beyond all applicable cure period(s) at parties hereto. Lessor and Lessee shall each bear the time Tenant gives Landlord notice of Tenant’s intention to exercise the Renewal Option or at the expiration expense of the current Term; (ii) respective arbitrator appointed by each and the expense of a third arbitrator, if needed shall be shared equally by both parties. To reiterate in no event has occurred that upon notice shall the Basic Rent be less than $9.75 per sq. ft. per annum or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premisesgreater than $16.00 per sq. Following expiration of the final Option Term allowable hereunder, Tenant shall have no further right to renew the Lease pursuant to this Section 5ft. per annum. b. Tenant shall exercise the Second Five-Year Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-day period, then Tenant shall forfeit the “Second Renewal Option”). If Tenant exercises - Based on CPI: The increase in the Renewal Option, then Basic Rent during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Second Renewal Option. c. The Base Rental for an Option Term shall be related to the Fair Market Rental Rate. “Fair Market Rental Rate” Consumer Price Index All Urban Consumers, New York, New York - Northeastern New Jersey and the Escalation Base for Basic Rent shall mean be the market rental rate Basic Rent for the time period such determination First Renewal Term. The Index as of the first month of the First Renewal Term shall constitute the Base Index. The Index as of the last month of the First Renewal Term shall constitute the Renewal Index. The Renewal Index shall be divided by the Base Index; this percentage shall be multiplied by the Escalation Base to determine the Basic Rent during the Second Renewal Term. For example, assume that the Base Index is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant120; the length of Renewal Index is 135; and the term; Basic Rent during the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free First Renewal Term is $270,000: The Basic rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Second Renewal Term in questionshould be (135 / 120 = 1.125% x $270,000 = $303,750). For purposes In no event shall the Basic Rent for the Second Renewal Term be less than the Basic Rent during the First Renewal Term. As part of such calculationthis Third Addendum, it will only be assumed that Landlord is paying a representative Lessee hereby relinquishes its right to any other rights of Tenant a brokerage commission renewals not contained in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option Termthis Third Addendum.

Renewal Options. a. 22.1 Subject to the provisions hereinafter set forth, Landlord hereby grants to Tenant shall have the right and an option to renew extend the Lease Term of this Lease, for a period of **** years, subject to variation pursuant to the terms of Section 23.4 and 25.4 below (the “First Renewal OptionPeriod”) after the expiration of the initial Term, which First Renewal Period shall commence on the day after the Expiration Date (the “First Renewal Period Commencement Date”) and end on the day before the **** anniversary of the First Renewal Period Commencement Date and an option to extend the Term of this Lease, for two a period of ****, subject to variation pursuant to the terms of Section 23.4 and 25.4 below (2the “Second Renewal Period”) successive renewal periods after the expiration of five the First Renewal Period, which Second Renewal Period shall commence on the day after the expiration of the First Renewal Period (5the “Second Renewal Period Commencement Date”) years each and end on the day before the **** anniversary of the Second Renewal Period Commencement Date. 22.2 Each such option shall be exercisable by written notice (each, a “Renewal Notice”) from Tenant to Landlord of Tenant’s election to exercise said option given not later than twelve (12) months prior to the First Renewal Period Commencement Date or Second Renewal Period Commencement Date, as applicable. If Tenant’s then applicable option is not so exercised, said option and all future options shall thereupon expire. 22.3 Tenant may only exercise either such option, and an “Option Term”); providedexercise thereof shall only be effective, however, the Renewal Option is contingent upon the following: if (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise of said option and on the First Renewal Option Period Commencement Date or at the expiration Second Renewal Period Commencement Date, as applicable, this Lease is in full force and effect and no Event of the current Term; Default by Tenant exists, and (ii) inasmuch as said option is intended only for the benefit of the original Tenant named in this Lease and said Tenant has not assigned this Lease or sublet more than fifty percent (50%) of the Premises for substantially all of the remaining term other than through a Permitted Transfer. Without limitation of the foregoing, no event has occurred that upon notice sublessee or assignee other than an assignee through a Permitted Transfer shall be entitled to exercise said option. 22.4 Base Rent payable during each Renewal Period with respect to all space included in the passage Premises as of time would constitute an Event the First Renewal Period Commencement Date or Second Renewal Period Commencement Date, as applicable shall be equal to **** of Default, unless the Market Rent (as hereinafter defined). Landlord has given shall give Tenant written notice of default and the Market Rent, including yearly escalations, within thirty (30) days following written request by Tenant is diligently attempting but not earlier than fourteen (14) months prior to cure such event; and (iii) the First Renewal Period Commencement Date or Second Renewal Period Commencement Date, as applicable. If Tenant is occupying the Premises. Following expiration disagrees with Landlord’s determination of the final Option Term allowable hereunderMarket Rent, Tenant shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving notify Landlord notice at least one hundred eighty of such disagreement within twenty (18020) days prior to the expiration after receipt of Landlord’s determination of the current TermMarket Rent, which notice shall set forth Tenant’s determination of the Market Rent. If Tenant fails to give notice to so notify Landlord prior to of Tenant’s disagreement and Tenant’s determination of Market Rent within the 180-day required time period, then Tenant Landlord’s determination of the Market Rent shall forfeit the Renewal Optionbe binding on Tenant. If Tenant exercises so notifies Landlord that Landlord’s determination of the Renewal Option, then during the Option TermMarket Rent is not acceptable to Tenant together with Tenant’s determination of Market Rent, Landlord and Tenant shall, during the fifteen (15) day period after Tenant’s respective rightsnotice (the “Negotiation Period”), duties attempt to agree on the Market Rent. If Landlord and obligations Tenant are unable to agree, Tenant shall within ten (10) days after the Negotiation Period, either (i) accept Landlord’s determination of the Market Rent, (ii) if Tenant has not already exercised its then current option, reject Landlord’s determination and decline to exercise such option, or (iii) reject such determination, exercise such option, if Tenant has not already done so, and submit the determination to binding arbitration as provided below. If Tenant fails to so notify Landlord of Tenant’s election under the preceding sentence within said ten (10) day period after the Negotiation Period, Tenant shall be governed deemed to have rejected Landlord’s determination and to have declined to exercise its current option, if Tenant had not already exercised such option. In the event Tenant timely elects arbitration to determine the Market Rent, Landlord and Tenant shall, within ten (10) days after such election to arbitrate, each select an independent leasing broker who shall have at least ten (10) years’ experience in leasing office space in the Market Area, with working knowledge of current rental rates and practices and shall not be an employee of Landlord or Tenant or a broker retained by Landlord or Tenant in the previous twelve (12) month period. If either Landlord or Tenant fails to appoint a leasing broker within the ten (10) day period referred to above, the leasing broker appointed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term other party shall be the Fair Market Rental Rate. “Fair Market Rental Rate” shall mean the market rental rate sole leasing broker for the time period such determination is being made purposes hereof. Upon selection, Landlord’s and Tenant’s leasing broker shall select a third leasing broker meeting the aforementioned criteria. If the two (2) leasing brokers cannot agree on the selection of the third leasing broker within ten (10) days of their selection, then either party may request appointment of the third leasing broker by application to the JAMS. Once the third leasing broker has been selected as provided for office space above (or, if a party has failed to timely select any leasing broker, then once that party has failed to make that selection), then, as soon thereafter as practicable but in same class office buildings in the area of Franklin, Tennessee any case within fourteen (the “Area”14) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitationdays, the following matters: the credit standing of Tenant; the length of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant third leasing broker (or the lack thereof sole leasing broker, as applicable) shall make his/her determination of which of Landlord’s estimate of the Market Rent or Tenant’s estimate of the Market Rent (collectively, the “Estimates”) most closely reflects the Market Rent and such Estimate shall be binding on both Landlord and Tenant as the Market Rent for the Option Term Premises for such Renewal Period. Such leasing broker shall only be permitted to select either Landlord’s or Tenant’s Estimate and shall not be permitted to determine a different rate. The parties shall share equally in questionthe costs of the third leasing broker (or the sole leasing broker, as applicable). For purposes Any fees of any leasing broker, counsel or experts engaged directly by Landlord or Tenant, however, shall be borne by the party retaining such leasing broker, counsel or expert. 22.5 If Tenant has validly exercised one of such calculationoptions, it will only within thirty (30) days after the parties hereto agree upon the Market Rent, Landlord and Tenant shall enter into a written amendment to this Lease confirming the terms, conditions and provisions applicable to the First Renewal Period or Second Renewal Period, as applicable, as determined in accordance herewith, with such revisions to the rental provisions of this Lease as may be assumed that Landlord is paying a representative necessary to conform such provisions to the Market Rent. Tenant’s failure to timely execute such amendment shall not negate the irrevocable nature of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option TermTenant’s election.

Renewal Options. a. A. Provided that this Lease is in full force and effect and there is no Event of Default which has not been cured at the time Tenant elects to extend the Term pursuant to Section B below, and at the commencement of such Extended Term (as hereinafter defined), Tenant shall have the right and option to renew extend the term of this Lease (“Renewal Option”) for two (2) successive renewal periods terms of five ten (510) years each (each, an “Option "Extended Term”); provided, however, the Renewal Option is contingent ") upon the following: same terms and provisions set forth in this Lease except that the Fixed Rent payable by Tenant shall be the greater of (i) there is not an Event of Default beyond all applicable cure period(s) at the time Tenant gives Landlord notice of Tenant’s intention to exercise Fixed Rent payable during the Renewal Option initial lease Term or at first Extended Term, as the expiration of the current Term; case may be, or (ii) no event has occurred that upon notice or the passage of time would constitute an Event of Default, unless Landlord has given notice of default and Tenant is diligently attempting to cure such event; and (iii) Tenant is occupying the Premises. Following expiration "Fair Market Rental Value" of the final Option Term allowable hereunderPremises determined as follows: (i) Upon receipt of notice from Tenant pursuant to Section B below, that it elects to extend the term of this Lease, the parties will attempt, during the first thirty (30) day period thereafter to mutually agree upon the Fair Market Rental Value of the Premises for the Extended Term. "Fair Market Rental Value" shall mean the value based on Tenant's current use, shall exclude the value of Tenant's Work and any Alterations made by Tenant following the Commencement Date, and shall assume that no commissions are to be paid by Landlord. If the parties are unable to agree upon the Fair Market Rental Value, each party will notify the other within fifteen (15) days following the end of said thirty (30) day period of the name of a licensed, independent, local real estate appraiser, who is an individual of substantial experience with respect to office buildings in the San Jose, California area and is an MAI (or its successor) appraiser (a "Qualified Appraiser"). If both Qualified Appraisers shall have no further right to renew the Lease pursuant to this Section 5. b. Tenant shall exercise the Renewal Option by giving Landlord notice at least one hundred eighty (180) days prior to the expiration of the current Term. If Tenant fails to give notice to Landlord prior to the 180-been appointed within said fifteen day period, then Tenant the two Qualified Appraisers so appointed shall forfeit the Renewal Option. If Tenant exercises the Renewal Option, then during the Option Term, Landlord and Tenant’s respective rights, duties and obligations shall be governed by the terms and conditions of the Lease, except as provided otherwise in this Section. Time is of the essence in exercising the Renewal Option. c. The Base Rental for an Option Term shall be determine the Fair Market Rental RateValue of the Premises. “If only one Qualified Appraiser shall have been appointed within said fifteen (15) day period, then such Qualified Appraiser shall determine the Fair Market Rental Rate” shall mean the market rental rate for the time period such determination is being made for office space in same class office buildings in the area of Franklin, Tennessee (the “Area”) of comparable condition for space of equivalent quality, size, utility, and location. Such determination shall take into account all relevant factors, including, without limitation, the following matters: the credit standing of Tenant; the length Value of the term; the fact that Landlord will experience no vacancy period and that Tenant will not suffer the costs and business interruption associated with moving its offices and negotiating a new lease; construction allowances and other tenant concessions that would be available to tenants comparable to Tenant in the Area (such as moving expense allowance, free rent periods, and lease assumptions and take over provisions, if any, but specifically excluding the value of improvements installed in the Premises at Tenant’s cost), and whether adjustments are then being made in determining the rental rates for renewals in the Area because of concessions being offered by Landlord to Tenant (or the lack thereof for the Option Term in question). For purposes of such calculation, it will only be assumed that Landlord is paying a representative of Tenant a brokerage commission in connection with the Option Term in question if Landlord is in fact paying a brokerage commission to a representative of Tenant in connection with the applicable Option TermPremises.