Common use of RIGHT OF RENEWAL Clause in Contracts

RIGHT OF RENEWAL. Lessee, at its option, may extend and renew the term of this Lease for up to two (2) additional (but consecutive) five (5)- year terms (First term: January 1, 2033 through December 31, 2037); Second term: January 1, 2038 through December 31, 2042) commencing, if at all, at the expiration of the term immediately preceding such option term, upon all the same terms and conditions as set forth herein (excluding any right of renewal other than such two (2) additional five (5)-year terms) and with the rental increases as hereinafter provided. Such option(s) shall be exercised (if at all) by Lessee delivering written notice of such exercise to Lessor at least six (6) months before the expiration of the term which would immediately precede such option five (5)-year term, as set forth herein, at the address designated below. Upon the delivery of such notice to Lessor at the address below, at least six (6) months before the expiration of the term which immediately precedes such five-year option term, this Lease shall be extended for such additional five (5)-year option term upon all the terms and conditions (excluding any right of further renewals other than as expressly set forth herein) and with the rental increases set forth herein without the necessity of execution of any further instrument or document; provided, further (and separate and apart from Lessor's right to otherwise terminate this Lease as provided herein), that if at either the date of expiration of the term immediately preceding such potential option term, or the date upon which Lessee exercises such option to extend, Lessee is in default in the performance of any of the terms and conditions of this Lease, the extension of the term shall, at Lessor's sole option, be voidable by Lessor. Failure of Lessee to give written notice to Lessor, at least six months before the expiration of the then-existing term, shall result in the loss by Lessee of all rights of renewal as set forth herein and shall therefore result in the termination of this Lease at the end of its original term or if such renewal right was timely exercised by Lessee, as set forth herein, this Lease shall then terminate at the end of the five-year term for which such timely renewal notice was given (unless, however, this Lease was otherwise terminated by Lessee as provided hereunder). The following hypothetical example is hereby given:

RIGHT OF RENEWAL. LesseeProvided the Lease is in full force and effect and no exercise of the early termination option pursuant to Section 40 has occurred , at its optionno Event of Default has occurred and is continuing beyond applicable cure periods, may extend as defined in Section 22 herein, and renew the term Lease is then continuing and no facts or circumstances then exist which, with the giving of this Lease for up notice or the passage of time, or both, would constitute an Event of Default, as of the Expiration Date, Landlord hereby grants to Tenant the right to exercise two (2) additional (but consecutive) consecutive five (5)- 5) year lease renewal terms (First term: January 1for the Demised Premises , 2033 through December 31, 2037); Second term: January 1, 2038 through December 31, 2042) commencingor the expanded Demised Premises, if at allpreviously expanded, at the expiration of the term immediately preceding such option term, upon all the same terms and conditions as set forth herein (excluding any right of renewal other than such two (2) additional five (5)-year terms) and with the rental increases as hereinafter provided. Such option(s) shall be exercised (if at all) by Lessee delivering written notice of such exercise subject to Lessor at least six (6) months before the expiration of the term which would immediately precede such option five (5)-year term, as set forth herein, at the address designated below. Upon the delivery of such notice to Lessor at the address below, at least six (6) months before the expiration of the term which immediately precedes such five-year option term, this Lease shall be extended for such additional five (5)-year option term upon all the terms and conditions (excluding any right of further renewals other than as expressly set forth herein. (a) and with Without the rental increases set forth herein without the necessity of execution of any further instrument or document; providedfirst five (5) year lease renewal term, further (and separate and apart from Lessor's there shall be no right to otherwise terminate this Lease as provided herein)a second five (5) year lease renewal term. (b) In order to exercise a second lease term renewal, that if at either the date of expiration of the term immediately preceding such potential option term, or the date upon which Lessee exercises such option to extend, Lessee is in default in the performance of any of the terms and conditions of this Lease, the extension of the term shall, at Lessor's sole option, be voidable by Lessor. Failure of Lessee to give written notice to Lessor, at least six months before the expiration of the then-existing term, Tenant shall result in the loss by Lessee of have fulfilled all rights of renewal as set forth herein and shall therefore result in the termination requirements of this Lease at throughout the end term of the first lease renewal term. (c) For purposes of rental calculation for Tenant’s Right of Renewal, the Base Rental Rate for Renewal, in the then “As-Is” condition (the “As-Is Base Renewal Rent”), shall be $7.00 per square foot, net of expenses, for calendar year 2005, compounded by the rate of 3% annually to the year of renewal. (d) Tenant may, by notifying Landlord of its original term or if such renewal right was timely exercised by Lesseedesire, as set forth hereinin writing, this Lease shall then terminate at not less than nine (9) months prior to the end of the fivethen current Lease Term, to renew this Lease for an additional term beginning upon the day following the Expiration Date of the then current Lease Term and continuing of sixty (60) months thereafter. The renewal of this Lease Agreement will be upon the same terms, covenants and conditions applicable during the then current Lease Term, as provided in this Lease, except that (i) the As-year Is Base Renewal Rent and Additional Rent, as defined in the Lease Agreement, payable during the renewal Lease Term shall be an amount equal to the then As-Is Base Renewal Rent, based upon subsection (c) herein, which may be adjusted, if applicable, to incorporate any tenant finish or renovation funds, leasing commissions, any other allowances or funds provided by Landlord, plus interim interest cost of funds provided by Landlord (the “Renewal Rent”), plus the then current Operating Expenses for the space, considering Tenant’s occupancy thereof; (ii) the defined term “Lease Term” shall be deemed to include the dates of the then applicable lease renewal period; and (iii) no free rent, allowances, options, construction obligations or special rent concessions, if any, which were applicable to the original Lease Term shall apply during the subsequent renewal terms, unless subsequently agreed upon by Landlord and Tenant. (e) Within ten (10) days following Tenant’s notification to Landlord that Tenant wishes to exercise its Right of Renewal, Landlord shall deliver a renewal offer, in writing, to Tenant specifying the As-Is Base Renewal Rent, as defined in subsection (c) herein, with any adjustments to incorporate other factors delineated in subsections (d) herein (the “Renewal Rent”). Within ten (10) days following Tenant’s receipt of Landlord’s offer, Tenant may accept or decline to accept the offer either on an as-is, or renovated, basis. If Tenant declines or fails to accept Landlord’s offer as to the renewal on a renovated basis, then Landlord and Tenant shall negotiate in good faith to agree upon the Renewal Rent during the renewal term for which such timely an additional ninety (90) day period. (f) If Landlord and Tenant are unable to agree upon the Renewal Rent for a renewal notice was given term within ninety (unless90) days, then, provided Tenant does not elect to renew the Lease on an as-is basis, Landlord shall be free to market the space for lease to other parties; however, this at any time prior to the Lease was otherwise terminated by Lessee as provided hereunder). The following hypothetical example is hereby given:Expiration Date, should Landlord and Tenant come to agreement on the Renewal Rent, then the parties may proceed to modification of the Lease to incorporate the appropriate modification language.

RIGHT OF RENEWAL. LesseeAt the end of the original lease term, at its option, may extend and Lessee will have the ---------------- option to renew the term of this Lease for up a period of sixty (60) months provided that Xxxxxx delivers to two (2) additional (but consecutive) five (5)- year terms (First term: January 1, 2033 through December 31, 2037); Second term: January 1, 2038 through December 31, 2042) commencing, if Lessor written notice of Xxxxxx's exercise of such right at all, at least 120 days prior to the expiration end of the term immediately preceding original lease term. But Lessee shall not have such option term, upon all the same terms and conditions as set forth herein (excluding any right of renewal other than such two (2) additional five (5)-year terms) and with the rental increases as hereinafter provided. Such option(s) shall be exercised (if at all) by Lessee delivering written notice of such exercise to Lessor at least six (6) months before the expiration of the term which would immediately precede such option five (5)-year term, as set forth herein, at the address designated below. Upon the delivery of such notice to Lessor at the address below, at least six (6) months before the expiration of the term which immediately precedes such five-year option term, this Lease shall be extended for such additional five (5)-year option term upon all the terms and conditions (excluding any right of further renewals other than as expressly set forth herein) and with the rental increases set forth herein without the necessity of execution of any further instrument or document; provided, further (and separate and apart from Lessor's right to otherwise terminate this Lease as provided herein), that if at either the date of expiration of the term immediately preceding such potential option term, or the date upon which Lessee exercises such option to extend, Lessee is in default in beyond any applicable cure period allowed by the performance lease - either at the time of any of the terms and conditions of this Lease, the extension of the term shall, at Lessor's sole option, be voidable by Lessor. Failure of Lessee to give written such notice to Lessor, at least six months before the expiration of the then-existing term, shall result in the loss by Lessee of all rights of renewal as set forth herein and shall therefore result in the termination of this Lease at the end of its original term or if such renewal right was timely exercised by Lessee, as set forth herein, this Lease shall then terminate at the end of the fivelease term. When Lessee exercises its option 120 days or more prior to end of the original term, Lessee will definitely be committed to lease the space for the first renewal term, with rent being determined as set forth below. The terms of the lease during such renewal term shall continue unchanged except as follows: Base rent shall be at ninety-five percent (95%) of fair market rental rate as determined in accordance with the following paragraph for such renewal term, with no tenant finish. In the event Lessee exercises its right of renewal hereunder, Xxxxxx and Xxxxxx shall attempt in good faith to agree upon the fair market rental for the Premises during the renewal term within ten (10) days of the date of Xxxxxx's exercise of the renewal option. If Lessee and Lessor are unable to so agree upon the fair market rental for the renewal term within such ten (10) day period, then Lessor or Lessee, by written notice given to the other (the "Valuation Notice") may commence the valuation process specified below. Notwithstanding the foregoing, Lessor and Lessee may at any time reach a good faith agreement with respect to any matter which is the subject of the valuation process specified below, including, but not limited to, the fair market rental for the Premises during the renewal term. Within three (3) business days following the delivery of a Valuation Notice, Lessee and Lessor shall each select an appraiser or real estate broker experienced in the valuation of commercial lease interests and other real property interests in the Austin, Texas area and unaffiliated with either Lessor or Lessee, and the appraisers or real estate brokers selected by Lessor and Lessee shall together select a third appraiser or real estate broker (such appraisers or brokers being collectively referred to as the "Valuing Appraisers"). Each Valuing Appraiser shall determine the fair market rental of the Premises for each year of the renewal term as of the first day of the proposed renewal term (the "Valuation Date"). Fair market rental shall mean the amount, determined as of the Valuation Date, which the Lessor could lease the Premises for the length of the renewal term for which such timely general office purposes in an arms' length transaction with a sophisticated unaffiliated third party without time constraints. Without limiting the Valuing Appraisers' consideration of any particular relevant facts in making their determination, Lessee and Lessor agree that the Valuing Appraisers shall take into consideration all information that Lessee and Lessor deem relevant in connection with the determinations of fair market rental. Lessee and Xxxxxx shall deliver to each other and the Valuing Appraisers within ten (10) days of the appointment of the Valuing Appraisers, any and all information reasonably requested by the Valuing Appraisers with respect to the determination of fair market rental for the Premises. The Valuing Appraisers shall make their determinations of the fair market rental of the Premises for each year of the renewal notice was given term as of the Valuation Date no later than thirty (unless, however, this Lease was otherwise terminated 30) days after the delivery of the Valuation Notice. If the determinations of the fair market rental for any year in the renewal term by the two Valuing Appraisers selected by Lessee and Lessor are identical, the fair market rental for the Premises for such years in the renewal term shall be an amount equal to such identical determinations. If the determinations of the fair market rental for the Premises during any year of the renewal term by the two Valuing Appraisers selected by Xxxxxx and Lessor differ and the higher of such two determinations (expressed as provided hereunder)the aggregate amount of base rental for the year) does not exceed the lower by an amount greater than ten percent (10%) of the lower of such two determinations, then the "fair market rental" of the Premises for such years during the renewal term shall be an amount equal to the average of such two determinations for the subject year. The following hypothetical example If the determinations of the fair market rental of the Premises for any year during the renewal term from the Valuing Appraisers selected by Lessor and Lessee differ and the higher of the two determinations(expressed as the aggregate amount of base rental for the year) exceeds the lower by more than ten percent (10%) of the lower of such two determinations, then the "fair market rental" of the Premises for such years in the renewal term shall be an amount equal to the average of the two fair market rental determinations of the three Valuing Appraisers closest to each other, or, if the highest and the lowest of such three determinations are equal distance from the middle of such three determinations, the middle fair market rental determination. All fees and costs of the Valuing Appraisers and any other expenses associated with the determination of fair market rental in accordance with this Exhibit shall be paid fifty percent (50%) by Lessor and fifty percent (50%) by Xxxxxx. EXHIBIT "N": RIGHT OF FIRST OFFER --------------------------------- Provided that Lessee is hereby given:not then in default under the Lease, Lessee shall have a continuous right from time to time to lease additional office space within the building according to the terms and conditions set forth below.

RIGHT OF RENEWAL. LesseeProvided that the Sublessee is not in material default of any of the provisions hereof (including any event which with notice or passage of time or both would be a material default) at the time of the exercise of any renewal option or at the commencement of the then applicable renewal term and subject to the terms of the Prime Lease and the Tri-Party Agreement, Sublessor grants to Sublessee rights of renewal as follows: At the option of the Sublessee, the Term may be extended for two (2) renewal periods of five years each by written notice to the Sublessor at its optionleast three hundred and sixty five (365) days prior to the expiration of the Initial Term or the Sublessor Funded Expansion #1 Term, the Sublessee Funded Expansion #1 Term or Expansion #2 Term, as the case may extend and renew be, or the first renewal term thereof, as the case may be. Upon valid exercise of any of such right(s) of renewal, the term of this Lease for up Sublease shall remain in full force and effect except that the rent both Basic Rent and Expansion Rent, shall be directly related to two the occurrence of the calendar periods shown on Exhibit D and as stipulated in Article V hereof. Notwithstanding rights granted to the Sublessee pursuant to this Article II relating to the Sublessor Funded Expansion (#1) Term, the Sublessee Funded Expansion #1 Term or the Expansion #2 Term and the Expansion (#1 or #2) additional Space or any renewal rights granted herein, the Sublessee's right to occupy the Premises shall not extend beyond April 30, 2019. If Sublessee shall have exercised the expansion option(s) and is not otherwise in material default (but consecutiveincluding any event which with notice or passage of time or both would be a material default) five (5)- year terms (First term: January 1after notice and failure to cure as contemplated in Section 11.1 below, 2033 through December 31of its obligations under this Sublease, 2037); Second term: January 1, 2038 through December 31, 2042) commencing, if at all, at then any option to renew the Initial Term as set forth herein shall be deemed to commence upon the expiration of the term immediately preceding such option applicable expansion term. However, upon all regardless of the same terms exercise of any Expansion #1 Option or Expansion #2 Option, the Term and conditions as set forth herein (excluding any right of renewal other than such two (2) additional five (5)-year terms) and with possession of the rental increases as hereinafter provided. Such option(s) Sublessee hereunder shall be exercised expire (if at allnot sooner terminated pursuant hereto) by Lessee delivering written notice of such exercise to Lessor at least six (6) months before the expiration of the term which would immediately precede such option five (5)-year termnot later than April 30, as set forth herein, at the address designated below. Upon the delivery of such notice to Lessor at the address below, at least six (6) months before the expiration of the term which immediately precedes such five-year option term, this Lease shall be extended for such additional five (5)-year option term upon all the terms and conditions (excluding any right of further renewals other than as expressly set forth herein) and with the rental increases set forth herein without the necessity of execution of any further instrument or document; provided, further (and separate and apart from Lessor's right to otherwise terminate this Lease as provided herein), that if at either the date of expiration of the term immediately preceding such potential option term, or the date upon which Lessee exercises such option to extend, Lessee is in default in the performance of any of the terms and conditions of this Lease, the extension of the term shall, at Lessor's sole option, be voidable by Lessor. Failure of Lessee to give written notice to Lessor, at least six months before the expiration of the then-existing term, shall result in the loss by Lessee of all rights of renewal as set forth herein and shall therefore result in the termination of this Lease at the end of its original term or if such renewal right was timely exercised by Lessee, as set forth herein, this Lease shall then terminate at the end of the five-year term for which such timely renewal notice was given (unless, however, this Lease was otherwise terminated by Lessee as provided hereunder). The following hypothetical example is hereby given:2019.

RIGHT OF RENEWAL. Lesseethat the Tenant shall have given to the Landlord 6 months' notice in writing before the expiration of the Term of its desire to renew, at its optionsubject to what is set out herein, may extend it is mutually agreed and renew understood that if the term Tenant duly and regularly pays the Base Rent and Additional Rent and performs all of this Lease the provisions and agreements contained herein on the part of the Tenant to be performed, and provided further that the Tenant is not habitually (which means, for up to purposes of Sections 9.1 and 9.2 hereof, on more than two (2) additional occasions in any consecutive twelve (but consecutive12) five (5)- year month period) in default under the terms (First term: January 1of this Lease and is not in default at the time of the exercise of the option herein, 2033 through December 31, 2037); Second term: January 1, 2038 through December 31, 2042) commencing, if at all, then the Landlord shall at the expiration of the term immediately preceding such option termTerm, upon all written request of the Tenant, grant to the Tenant a renewal of this Lease for a further five (5) year term (the "First Renewal Term") upon the same terms and conditions as set forth herein (excluding any right of renewal other than such two (2) additional five (5)-year terms) and with contained herein, save as to the rental increases as hereinafter providedrate. Such option(s) The Base Rent for the First Renewal Term shall be exercised (if at all) by Lessee delivering written notice of such exercise to Lessor the then current market rate at least six (6) months before the expiration of the term which would immediately precede such option five Term and as mutually agreed between the Landlord and the Tenant. In the event that the Landlord and the Tenant are unable to agree upon the Base Rent for the First Renewal Term, the matter shall be submitted to arbitration, pursuant to the Arbitrations Act (5)-year termOntario). If the award of the arbitrators is not given before the commencement date of the First Renewal Term, as set forth herein, then the Tenant shall commence paying Base Rent at the address designated below. Upon same rate paid during the delivery of such notice to Lessor at Term, which shall be adjusted forthwith after the address below, at least six (6) months before the expiration award of the term which immediately precedes such five-year option termarbitrators has become final and binding, this Lease shall to be extended for such additional five (5)-year option term upon all calculated from the terms and conditions (excluding any right of further renewals other than as expressly set forth herein) and with the rental increases set forth herein without the necessity of execution of any further instrument or document; provided, further (and separate and apart from Lessor's right to otherwise terminate this Lease as provided herein), that if at either the commencement date of expiration of the term immediately preceding such potential option term, or the date upon which Lessee exercises such option to extend, Lessee is in default in the performance of any of the terms and conditions of this Lease, the extension of the term shall, at Lessor's sole option, be voidable by Lessor. Failure of Lessee to give written notice to Lessor, at least six months before the expiration of the then-existing term, shall result in the loss by Lessee of all rights of renewal as set forth herein and shall therefore result in the termination of this Lease at the end of its original term or if such renewal right was timely exercised by Lessee, as set forth herein, this Lease shall then terminate at the end of the five-year term for which such timely renewal notice was given (unless, however, this Lease was otherwise terminated by Lessee as provided hereunder). The following hypothetical example is hereby given:First Renewal Term.