Common use of Building Shell Clause in Contracts

Building Shell. Notwithstanding anything to the contrary contained herein, Landlord shall be solely responsible (and no part of such work shall be charged as part of the Finish Allowance) and Tenant shall not be obligated to pay for the costs associated with providing the Building shell, which shall include, but not be limited to, the following work: (a) Building standard ceiling grid and tiles stocked on the floor. (b) Fire sprinklers, configured to a minimum standard layout of one sprinkler head per 225 useable square feet, or other configuration to be compliant with building code at that time. (c) HVAC systems, configured to minimum Building standard requirements which are existing and operational, including high and medium pressure ducts. Perimeter VAV boxes only will be installed with thermostats. (d) Electrical panels both high and low voltage, with available circuit space in a ratio commensurate with the area of the floor (full) to be occupied by the Tenant, are existing and operational. Electrical capacity shall be 4 ▇▇▇▇▇ per usable square foot on each floor net of all Building systems with an additional 3 ▇▇▇▇▇ per useable square foot available for Tenant’s use. (e) Window treatments are installed throughout. (f) Common areas (elevator lobbies and restrooms) are finished and clean. In addition, notwithstanding anything to the contrary contained herein, Landlord shall be solely responsible (and no part of such work shall be charged as part of the Finish Allowance) for and Tenant shall not be obligation to pay for the following: (a) costs for improvements which are not shown on or described in the Construction Plans unless otherwise approved by Tenant; (b) costs incurred due to the presence of Hazardous Materials in the 260 Expansion Premises or the surrounding area; (c) attorneys’ fees incurred in connection with negotiation of construction contracts, and attorneys’ fees, experts’ fees and other costs in connection with disputes with third parties; (d) interest and other costs of financing construction costs and any costs for construction bonds or similar surety instruments; (e) penalties and late charges attributable to Landlord’s failure to pay construction costs; (f) offsite management or other general overhead costs incurred by Landlord; or (g) construction management, profit and overhead charges of Landlord in excess of Construction Management Fee. 1. If, and only if, on the 260 Expiration Date and the date Tenant notifies Landlord of its intention to renew the term of the Lease for the 260 Expansion Space (as provided below), (i) Tenant is not in default under the Lease, as amended hereby (beyond the expiration of any applicable notice and cure period), (ii) Tenant then occupies and the 260 Expansion Space then consist of at least all the original 260 Expansion Space and (iii) the Lease, as amended, is in full force and effect, then Tenant, but not any assignee or subtenant of Tenant (other than an assignee pursuant to a Permitted Transfer), shall have and may exercise an option to renew the Lease with respect to only the 260 Expansion Space for one (1) additional term of four (4) years (the “260 Renewal Term”) upon the same terms and conditions contained in the Lease, as amended hereby, with the exceptions that (x) the Lease shall not be further available for renewal with respect to the 260 Expansion Space after the 260 Renewal Term and (y) the rental for the 260 Expansion Space during the 260 Renewal Term shall be the “260 Renewal Rental Rate”. The 260 Renewal Rental Rate is hereby defined to mean the then prevailing rents (including, without limitation, those similar to the Basic Annual Rent and Additional Rent) payable by renewal tenants having a credit standing substantially similar to that of Tenant, for properties of equivalent quality, size, utility and location as the 260 Expansion Space, located within the area described below and leased for a term approximately equal to the 260 Renewal Term. The 260 Renewal Rental Rate will take into consideration the tenant inducements offered in the renewal transactions considered by Landlord in determining the 260 Renewal Rental Rate. 2. If Tenant desires to renew the Lease with respect to the 260 Expansion Space, Tenant must notify Landlord in writing of its intention to renew on or before the date which is at least nine (9) months but no more than twelve (12) months prior to the 260 Expiration Date. Landlord shall, within the next thirty (30) days, notify Tenant in writing of Landlord’s determination of the applicable 260 Renewal Rental Rate and Tenant shall, within the next thirty (30) days following receipt of Landlord’s determination of the 260 Renewal Rental Rate, notify Landlord in writing of Tenant’s acceptance or rejection of Landlord’s determination of the applicable 260 Renewal Rental Rate. If Tenant timely notifies Landlord of Tenant’s acceptance of Landlord’s determination of the 260 Renewal Rental Rate, the Lease, as amended hereby, shall be extended as provided herein and Landlord and Tenant shall enter into an amendment to the Lease to reflect the extension of the term and changes in Rent in accordance with this Exhibit, provided however, Tenant’s lease of the 260 Expansion Space on the terms set forth herein shall be effective notwithstanding the parties’ failure to enter into such Lease amendment. If (x) Tenant timely notifies Landlord in writing of Tenant’s rejection of Landlord’s determination of the 260 Renewal Rental Rate or (y) Tenant does not notify Landlord in writing of Tenant’s acceptance or rejection of Landlord’s determination of the 260 Renewal Rental Rate within such thirty (30) day period, the term of the Lease with respect to the 260 Expansion Space shall end on the 260 Expiration Date, and Landlord shall have no further obligations or liability hereunder. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the 260 Renewal Rental Rate for the 260 Expansion Space within thirty (30) days after the date Tenant notifies Landlord of Tenant’s rejection of Landlord’s determination of the 260 Renewal Rental Rate, Tenant, by written notice to Landlord (the “260 Arbitration Notice”) within ten (10) days after the expiration of such thirty (30) day period, shall have the right to have the 260 Renewal Rental Rate determined in accordance with the arbitration procedures described in Section 3 below. If Landlord and Tenant are unable to agree upon the 260 Renewal Rental Rate for the 260 Expansion Space within the thirty (30) day period described and Tenant fails to timely exercise its right to arbitrate, Tenant’s renewal option set forth in this Exhibit shall be deemed to be null and void and of no further force and effect. 3. If Tenant provides Landlord with an 260 Arbitration Notice, Landlord and Tenant, within ten (10) days after the date of the 260 Arbitration Notice, shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the 260 Renewal Rental Rate for the 260 Expansion Space during the 260 Renewal Term (collectively referred to as the “260 Estimates”) and shall each select a broker (hereinafter, a “broker”) to determine which of the two 260 Estimates most closely reflects the 260 Renewal Rental Rate for the 260 Expansion Space during the 260 Renewal Term. Each broker so selected shall be (i) a licensed commercial real estate broker in the State of Texas and (ii) have not less than ten (10) years’ experience in the field of commercial real estate brokerage for buildings similar to the Building. Upon selection, Landlord’s and Tenant’s brokers shall work together in good faith to agree upon which of the two 260 Estimates most closely reflects the 260 Renewal Rental Rate for the 260 Expansion Space. The 260 Estimate chosen by such brokers shall be binding on both Landlord and Tenant as the rental rate for the 260 Expansion Space during the 260 Renewal Term. If either Landlord or Tenant fails to appoint a broker within the ten (10) day period referred to above, the broker appointed by the other party shall be the sole broker for the purposes hereof. If the two brokers cannot agree upon which of the two 260 Estimates most closely reflects the 260 Renewal Rental Rate within thirty (30) days after their appointment, then, within ten (10) days after the expiration of such thirty (30) day period, the two brokers shall select a third broker meeting the aforementioned criteria. Once the third broker (i.e. arbitrator) has been selected as provided for above, then, as soon thereafter as practicable but in any case within fourteen (14) days, the arbitrator shall make his determination of which of the two 260 Estimates most closely reflects the 260 Renewal Rental Rate and such 260 Estimate shall be binding on both Landlord and Tenant as the rental rate for the 260 Expansion Space. The parties shall share equally in the costs of the arbitrator. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant shall be borne by the party retaining such appraiser, counsel or expert. 4. If the 260 Renewal Rental Rate has not been determined by the commencement date of the 260 Renewal Term, Tenant shall pay Basic Rent for the 260 Expansion Space upon the terms and conditions in effect during the last month of the immediately preceding Term for the 260 Expansion Space until such time as the 260 Renewal Rental Rate has been determined. Upon such determination, the Basic Rent for the 260 Expansion Space shall be retroactively adjusted to the commencement of the 260 Renewal Term. If such adjustment results in an underpayment of Basic Rent by Tenant, Tenant shall pay Landlord the amount of such underpayment within thirty (30) days after the determination thereof. If such adjustment results in an overpayment of Basic Rent by Tenant, Landlord shall credit such overpayment against the next installment of Basic Rent due under the Lease for the 260 Expansion Space and, to the extent necessary, any subsequent installments, until the entire amount of such overpayment has been credited against Basic Rent for the 260 Expansion Space. 5. If Tenant is entitled to and properly delivers the 260 Arbitration Notice, the Lease shall be extended with respect to the 260 Expansion Space as provided herein and Landlord and Tenant shall enter into an amendment to the Lease to reflect the extension of the Term and changes in Rent in accordance with this Exhibit, provided however, Tenant’s lease of the 260 Expansion Space on the terms set forth herein shall be effective notwithstanding the parties’ failure to enter into such amendment. 6. The renewal rights of Tenant hereunder shall not be severable from the Lease, nor may such rights be assigned or otherwise conveyed in connection with any permitted assignment of the Lease, except in connection with a Permitted Transfer. Landlord’s consent to any assignment of the Lease shall not be construed as allowing an assignment of such rights to any assignee. In the event an assignee pursuant to a Permitted Transfer exercises the renewal rights set forth herein, Tenant shall remain liable under the Lease for all of the obligations of the tenant hereunder during the 260 Renewal Term, whether or not Tenant has consented to or is notified of such renewal and Landlord shall have no obligation to obtain the consent of Tenant or to notify Tenant of such renewal. 7. The market area with respect to which the 260 Renewal Rental Rate will be determined is the southwest Austin office submarket. 1. If, and only if, on the Expiration Date (i.e. January 31, 2015) and the date Tenant notifies Landlord of its intention to renew the term of the Lease for both the Current Premises and the 260 Expansion Space (referred to herein as the “Expanded Premises”) as provided below, (i) Tenant is not in default under the Lease, as amended hereby (beyond the expiration of any applicable notice and cure period), (ii) Tenant then occupies and the Premises then consist of at least all the Expanded Premises and (iii) the Lease, as amended, is in full force and effect, then Tenant, but not any assignee or subtenant of Tenant (other than an assignee pursuant to a Permitted Transfer), shall have and may exercise an option to renew the Lease with respect to the entire Expanded Premises for a period of five (5) years, commencing on February 1, 2015 and expiring on January 31, 2020 (the “Expanded Premises Renewal Term”) upon the same terms and conditions contained in the Lease, as amended hereby, with the exceptions that (x) the Lease shall not be further available for renewal with respect to the Expanded Premises after the Expanded Premises Renewal Term and (y) the rental for the Expanded Premises during the Expanded Premises Renewal Term shall be the “Expanded Premises Renewal Rental Rate”. The Expanded Premises Renewal Rental Rate is hereby defined to mean the then prevailing rents (including, without limitation, those similar to the Basic Annual Rent and Additional Rent) payable by renewal tenants having a credit standing substantially similar to that of Tenant, for properties of equivalent quality, size, utility and location as the Expanded Premises, located within the area described below and leased for a term approximately equal to the Expanded Premises Renewal Term. The Expanded Premises Renewal Rental Rate will take into consideration the tenant inducements offered in the renewal transactions considered by Landlord in determining the Expanded Premises Renewal Rental Rate. 2. If Tenant desires to renew the Lease with respect to the Expanded Premises, Tenant must notify Landlord in writing of its intention to renew on or before the date which is at least nine (9) months but no more than twelve (12) months prior to the Expiration Date (i.e. January 31, 2015), which notice must clearly state that Tenant desires to renew the Lease with respect to the entire Expanded Premises for the Expanded Premises Renewal Term. Landlord shall, within the next thirty (30) days, notify Tenant in writing of Landlord’s determination of the applicable Expanded Premises Renewal Rental Rate and Tenant shall, within the next thirty (30) days following receipt of Landlord’s determination of the Expanded Premises Renewal Rental Rate, notify Landlord in writing of Tenant’s acceptance or rejection of Landlord’s determination of the applicable Expanded Premises Renewal Rental Rate. If Tenant timely notifies Landlord of Tenant’s acceptance of Landlord’s determination of the Expanded Premises Renewal Rental Rate, the Lease, as amended hereby, shall be extended as provided herein and Landlord and Tenant shall enter into an amendment to the Lease to reflect the extension of the term and changes in Rent in accordance with this Exhibit, provided however, Tenant’s lease of the Expanded Premises on the terms set forth herein shall be effective notwithstanding the parties’ failure to enter into such Lease amendment. If (x) Tenant timely notifies Landlord in writing of Tenant’s rejection of Landlord’s determination of the Expanded Premises Renewal Rental Rate or (y) Tenant does not notify Landlord in writing of Tenant’s acceptance or rejection of Landlord’s determination of the Expanded Premises Renewal Rental Rate within such thirty (30) day period, the term of the Lease with respect to the Current Premises shall end on the Expiration Date, the term of the Lease with respect to the 260 Expansion Space shall end on the 260 Expiration Date, and Landlord shall have no further obligations or liability hereunder. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Expanded Premises Renewal Rental Rate for the Expanded Premises within thirty (30) days after the date Tenant notifies Landlord of Tenant’s rejection of Landlord’s determination of the Expanded Premises Renewal Rental Rate, Tenant, by written notice to Landlord (the “Expanded Premises Arbitration Notice”) within ten (10) days after the expiration of such thirty (30) day period, shall have the right to have the Expanded Premises Renewal Rental Rate determined in accordance with the arbitration procedures described in Section 3 below. If Landlord and Tenant are unable to agree upon the Expanded Premises Renewal Rental Rate for the Expanded Premises within the thirty (30) day period described and Tenant f

Building Shell. Notwithstanding anything to the contrary contained herein, Landlord shall be solely responsible (and no part of such work shall be charged as part of the Finish Allowance) and Tenant shall not be obligated to pay for the costs associated with providing the Building shell, which shall include, but not be limited to, the following work: (a) Building standard ceiling grid and tiles stocked on the floor. (b) Fire sprinklers, configured to a minimum standard layout of one sprinkler head per 225 useable square feet, or other configuration to be compliant with building code at that time. (c) HVAC systems, configured to minimum Building standard requirements which are existing and operational, including high and medium pressure ducts. Perimeter VAV boxes only will be installed with thermostats. (d) Electrical panels both high and low voltage, with available circuit space in a ratio commensurate with the area of the floor (full) to be occupied by the Tenant, are existing and operational. Electrical capacity shall be 4 ▇▇▇▇▇ per usable square foot on each floor net of all Building systems with an additional 3 ▇▇▇▇▇ per useable square foot available for Tenant’s use. (e) Window treatments are installed throughout. (f) Common areas (elevator lobbies and restrooms) are finished and clean. In addition, notwithstanding anything to the contrary contained herein, Landlord shall be solely responsible (and no part of such work shall be charged as part of the Finish Allowance) for and Tenant shall not be obligation to pay for the following: (a) costs for improvements which are not shown on or described in the Construction Plans unless otherwise approved by Tenant; (b) costs incurred due to the presence of Hazardous Materials in the 260 Third Expansion Premises Space or the surrounding area; (c) attorneys’ fees incurred in connection with negotiation of construction contracts, and attorneys’ fees, experts’ fees and other costs in connection with disputes with third parties; (d) interest and other costs of financing construction costs and any costs for construction bonds or similar surety instruments; (e) penalties and late charges attributable to Landlord’s failure to pay construction costs; (f) offsite management or other general overhead costs incurred by Landlord; or (g) construction management, profit and overhead charges of Landlord in excess of Construction Management Fee.. EXHIBIT C RENEWAL OPTION 1. If, and only if, on the 260 Expiration Date and the date Tenant notifies Landlord of its intention to renew the term Term of the Lease for the 260 Expansion Space (as provided below)Lease, (i) Tenant is not in default under the Lease, as amended hereby (beyond the expiration of any applicable notice and cure period), (ii) Tenant then occupies and the 260 Expansion Space Premises then consist of at least all Suites ▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, and the original 260 Third Expansion Space and Space, (iii) the Lease, as amended, is in full force and effect, and (iv) Tenant’s financial condition has not materially and adversely changed from the financial condition of Tenant existing on the date of this Amendment as evidenced by financial statements delivered to Landlord at such time, then Tenant, but not any assignee or subtenant of Tenant (other than an assignee pursuant to a Permitted Transfer), shall have and may exercise an option to renew the Lease with respect to only the 260 Expansion Space entire Premises only, for one two (12) additional term terms of four five (45) years each (the each, a “260 Renewal Term”) upon the same terms and conditions contained in the Lease, as amended hereby, with the exceptions that (x) the Lease shall not be further available for renewal with respect to the 260 Expansion Space after the 260 second Renewal Term and Term, (y) the rental for the 260 Expansion Space Premises during the 260 each Renewal Term shall be the “260 Renewal Rental Rate”,” and (z) Tenant shall not be entitled to receive any allowances provided with respect to the initial lease of the Premises or during the first Renewal Term, as applicable. The 260 Renewal Rental Rate is hereby defined to mean the then prevailing rents (including, without limitation, those similar to the Basic Annual Rent and Additional Rent) payable by renewal tenants having a credit standing substantially similar to that of Tenant, for properties of equivalent quality, size, utility and location as the 260 Expansion SpacePremises, located within the area described below and leased for a term approximately equal to the 260 applicable Renewal Term. The 260 Renewal Rental Rate will take into consideration the tenant inducements offered in the renewal transactions considered by Landlord in determining the 260 Renewal Rental Rate. 2. If Tenant desires to renew the Lease with respect to the 260 Expansion SpaceLease, Tenant must notify Landlord in writing of its intention to renew on or before the date which is at least nine twelve (912) months but no more than twelve eighteen (1218) months prior to the 260 Expiration DateDate or the expiration date of the first Renewal Term, as applicable. Landlord shall, within the next thirty (30) days, notify Tenant in writing of Landlord’s determination of the applicable 260 Renewal Rental Rate and Tenant shall, within the next thirty (30) days following receipt of Landlord’s determination of the 260 Renewal Rental Rate, notify Landlord in writing of Tenant’s acceptance or rejection of Landlord’s determination of the applicable 260 Renewal Rental Rate. If Tenant timely notifies Landlord of Tenant’s acceptance of Landlord’s determination of the 260 Renewal Rental Rate, the Lease, as amended hereby, Term shall be extended as provided herein and Landlord and Tenant shall enter into an amendment to the Lease to reflect the extension of the term and changes in Rent in accordance with this Exhibit, provided however, Tenant’s lease of the 260 Expansion Space on the terms set forth herein shall be effective notwithstanding the parties’ failure to enter into such Lease amendment. If (x) Tenant timely notifies Landlord in writing of Tenant’s rejection of Landlord’s determination of the 260 Renewal Rental Rate or (y) Tenant does not notify Landlord in writing of Tenant’s acceptance or rejection of Landlord’s determination of the 260 Renewal Rental Rate within such thirty (30) day period, the term of the Lease with respect to the 260 Expansion Space shall end on the 260 Expiration Date, and Landlord shall have no further obligations or liability hereunder. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the 260 Renewal Rental Rate for the 260 Expansion Space within thirty (30) days after the date Tenant notifies Landlord of Tenant’s rejection of Landlord’s determination of the 260 Renewal Rental Rate, Tenant, by written notice to Landlord (the “260 Arbitration Notice”) within ten (10) days after the expiration of such thirty (30) day period, shall have the right to have the 260 Renewal Rental Rate determined in accordance with the arbitration procedures described in Section 3 below. If Landlord and Tenant are unable to agree upon the 260 Renewal Rental Rate for the 260 Expansion Space within the thirty (30) day period described and Tenant fails to timely exercise its right to arbitrate, Tenant’s renewal option set forth in this Exhibit shall be deemed to be null and void and of no further force and effect. 3. If Tenant provides Landlord with an 260 Arbitration Notice, Landlord and Tenant, within ten (10) days after the date of the 260 Arbitration Notice, shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the 260 Renewal Rental Rate for the 260 Expansion Space during the 260 Renewal Term (collectively referred to as the “260 Estimates”) and shall each select a broker (hereinafter, a “broker”) to determine which of the two 260 Estimates most closely reflects the 260 Renewal Rental Rate for the 260 Expansion Space during the 260 Renewal Term. Each broker so selected shall be (i) a licensed commercial real estate broker in the State of Texas and (ii) have not less than ten (10) years’ experience in the field of commercial real estate brokerage for buildings similar to the Building. Upon selection, Landlord’s and Tenant’s brokers shall work together in good faith to agree upon which of the two 260 Estimates most closely reflects the 260 Renewal Rental Rate for the 260 Expansion Space. The 260 Estimate chosen by such brokers shall be binding on both Landlord and Tenant as the rental rate for the 260 Expansion Space during the 260 Renewal Term. If either Landlord or Tenant fails to appoint a broker within the ten (10) day period referred to above, the broker appointed by the other party shall be the sole broker for the purposes hereof. If the two brokers cannot agree upon which of the two 260 Estimates most closely reflects the 260 Renewal Rental Rate within thirty (30) days after their appointment, then, within ten (10) days after the expiration of such thirty (30) day period, the two brokers shall select a third broker meeting the aforementioned criteria. Once the third broker (i.e. arbitrator) has been selected as provided for above, then, as soon thereafter as practicable but in any case within fourteen (14) days, the arbitrator shall make his determination of which of the two 260 Estimates most closely reflects the 260 Renewal Rental Rate and such 260 Estimate shall be binding on both Landlord and Tenant as the rental rate for the 260 Expansion Space. The parties shall share equally in the costs of the arbitrator. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant shall be borne by the party retaining such appraiser, counsel or expert. 4. If the 260 Renewal Rental Rate has not been determined by the commencement date of the 260 Renewal Term, Tenant shall pay Basic Rent for the 260 Expansion Space upon the terms and conditions in effect during the last month of the immediately preceding Term for the 260 Expansion Space until such time as the 260 Renewal Rental Rate has been determined. Upon such determination, the Basic Rent for the 260 Expansion Space shall be retroactively adjusted to the commencement of the 260 Renewal Term. If such adjustment results in an underpayment of Basic Rent by Tenant, Tenant shall pay Landlord the amount of such underpayment within thirty (30) days after the determination thereof. If such adjustment results in an overpayment of Basic Rent by Tenant, Landlord shall credit such overpayment against the next installment of Basic Rent due under the Lease for the 260 Expansion Space and, to the extent necessary, any subsequent installments, until the entire amount of such overpayment has been credited against Basic Rent for the 260 Expansion Space. 5. If Tenant is entitled to and properly delivers the 260 Arbitration Notice, the Lease shall be extended with respect to the 260 Expansion Space as provided herein and Landlord and Tenant shall enter into an amendment to the Lease to reflect the extension of the Term and changes in Rent in accordance with this Exhibit, provided however, Tenant’s lease of the 260 Expansion Space on the terms set forth herein shall be effective notwithstanding the parties’ failure to enter into such amendment. 6. The renewal rights of Tenant hereunder shall not be severable from the Lease, nor may such rights be assigned or otherwise conveyed in connection with any permitted assignment of the Lease, except in connection with a Permitted Transfer. Landlord’s consent to any assignment of the Lease shall not be construed as allowing an assignment of such rights to any assignee. In the event an assignee pursuant to a Permitted Transfer exercises the renewal rights set forth herein, Tenant shall remain liable under the Lease for all of the obligations of the tenant hereunder during the 260 Renewal Term, whether or not Tenant has consented to or is notified of such renewal and Landlord shall have no obligation to obtain the consent of Tenant or to notify Tenant of such renewal. 7. The market area with respect to which the 260 Renewal Rental Rate will be determined is the southwest Austin office submarket. 1. If, and only if, on the Expiration Date (i.e. January 31, 2015) and the date Tenant notifies Landlord of its intention to renew the term of the Lease for both the Current Premises and the 260 Expansion Space (referred to herein as the “Expanded Premises”) as provided below, (i) Tenant is not in default under the Lease, as amended hereby (beyond the expiration of any applicable notice and cure period), (ii) Tenant then occupies and the Premises then consist of at least all the Expanded Premises and (iii) the Lease, as amended, is in full force and effect, then Tenant, but not any assignee or subtenant of Tenant (other than an assignee pursuant to a Permitted Transfer), shall have and may exercise an option to renew the Lease with respect to the entire Expanded Premises for a period of five (5) years, commencing on February 1, 2015 and expiring on January 31, 2020 (the “Expanded Premises Renewal Term”) upon the same terms and conditions contained in the Lease, as amended hereby, with the exceptions that (x) the Lease shall not be further available for renewal with respect to the Expanded Premises after the Expanded Premises Renewal Term and (y) the rental for the Expanded Premises during the Expanded Premises Renewal Term shall be the “Expanded Premises Renewal Rental Rate”. The Expanded Premises Renewal Rental Rate is hereby defined to mean the then prevailing rents (including, without limitation, those similar to the Basic Annual Rent and Additional Rent) payable by renewal tenants having a credit standing substantially similar to that of Tenant, for properties of equivalent quality, size, utility and location as the Expanded Premises, located within the area described below and leased for a term approximately equal to the Expanded Premises Renewal Term. The Expanded Premises Renewal Rental Rate will take into consideration the tenant inducements offered in the renewal transactions considered by Landlord in determining the Expanded Premises Renewal Rental Rate. 2. If Tenant desires to renew the Lease with respect to the Expanded Premises, Tenant must notify Landlord in writing of its intention to renew on or before the date which is at least nine (9) months but no more than twelve (12) months prior to the Expiration Date (i.e. January 31, 2015), which notice must clearly state that Tenant desires to renew the Lease with respect to the entire Expanded Premises for the Expanded Premises Renewal Term. Landlord shall, within the next thirty (30) days, notify Tenant in writing of Landlord’s determination of the applicable Expanded Premises Renewal Rental Rate and Tenant shall, within the next thirty (30) days following receipt of Landlord’s determination of the Expanded Premises Renewal Rental Rate, notify Landlord in writing of Tenant’s acceptance or rejection of Landlord’s determination of the applicable Expanded Premises Renewal Rental Rate. If Tenant timely notifies Landlord of Tenant’s acceptance of Landlord’s determination of the Expanded Premises Renewal Rental Rate, the Lease, as amended hereby, shall be extended as provided herein and Landlord and Tenant shall enter into an amendment to the Lease to reflect the extension of the term and changes in Rent in accordance with this Exhibit, provided however, Tenant’s lease of the Expanded Premises on the terms set forth herein shall be effective notwithstanding the parties’ failure to enter into such Lease amendment. If (x) Tenant timely notifies Landlord in writing of Tenant’s rejection of Landlord’s determination of the Expanded Premises Renewal Rental Rate or (y) Tenant does not notify Landlord in writing of Tenant’s acceptance or rejection of Landlord’s determination of the Expanded Premises Renewal Rental Rate within such thirty (30) day period, the term of the Lease with respect to the Current Premises shall end on the Expiration Date, the term of the Lease with respect to the 260 Expansion Space shall end on the 260 Expiration Date, and Landlord shall have no further obligations or liability hereunder. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Expanded Premises Renewal Rental Rate for the Expanded Premises within thirty (30) days after the date Tenant notifies Landlord of Tenant’s rejection of Landlord’s determination of the Expanded Premises Renewal Rental Rate, Tenant, by written notice to Landlord (the “Expanded Premises Arbitration Notice”) within ten (10) days after the expiration of such thirty (30) day period, shall have the right to have the Expanded Premises Renewal Rental Rate determined in accordance with the arbitration procedures described in Section 3 below. If Landlord and Tenant are unable to agree upon the Expanded Premises Renewal Rental Rate for the Expanded Premises within the thirty (30) day period described and Tenant fIf

Building Shell. Notwithstanding anything to the contrary contained herein, Landlord shall be solely responsible (and no part of such work shall be charged as part of the Finish Allowance) and Tenant shall not be obligated to pay for the costs associated with providing the Building shell, which shall include, but not be limited to, the following work: (a) Building standard ceiling grid and tiles stocked on the floor. (b) Fire sprinklers, configured to a minimum standard layout of one sprinkler head per 225 useable square feet, or other configuration to be compliant with building code at that time. (c) HVAC systems, configured to minimum Building standard requirements which are existing and operational, including high and medium pressure ducts. Perimeter VAV boxes only will be installed with thermostats. (d) Electrical panels both high and low voltage, with available circuit space in a ratio commensurate with the area of the floor (full) to be occupied by the Tenant, are existing and operational. Electrical capacity shall be 4 ▇▇▇▇▇ per usable square foot on each floor net of all Building systems with an additional 3 ▇▇▇▇▇ per useable square foot available for Tenant’s use. (e) Window treatments are installed throughout. (f) Common areas (elevator lobbies and restrooms) are finished and clean. In addition, notwithstanding anything to the contrary contained herein, Landlord shall be solely responsible (and no part of such work shall be charged as part of the Finish Allowance) for and Tenant shall not be obligation to pay for the following: (a) costs for improvements which are not shown on or described in the Construction Plans unless otherwise approved by Tenant; (b) costs incurred due to the presence of Hazardous Materials in the 260 Third Expansion Premises Space or the surrounding area; (c) attorneys’ fees incurred in connection with negotiation of construction contracts, and attorneys’ fees, experts’ fees and other costs in connection with disputes with third parties; (d) interest and other costs of financing construction costs and any costs for construction bonds or similar surety instruments; (e) penalties and late charges attributable to Landlord’s failure to pay construction costs; (f) offsite management or other general overhead costs incurred by Landlord; or (g) construction management, profit and overhead charges of Landlord in excess of Construction Management Fee. 1. If, and only if, on the 260 Expiration Date and the date Tenant notifies Landlord of its intention to renew the term Term of the Lease for the 260 Expansion Space (as provided below)Lease, (i) Tenant is not in default under the Lease, as amended hereby (beyond the expiration of any applicable notice and cure period), (ii) Tenant then occupies and the 260 Expansion Space Premises then consist of at least all Suites ▇▇▇ ▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, and the original 260 Third Expansion Space and Space, (iii) the Lease, as amended, is in full force and effect, and (iv) Tenant’s financial condition has not materially and adversely changed from the financial condition of Tenant existing on the date of this Amendment as evidenced by financial statements delivered to Landlord at such time, then Tenant, but not any assignee or subtenant of Tenant (other than an assignee pursuant to a Permitted Transfer), shall have and may exercise an option to renew the Lease with respect to only the 260 Expansion Space entire Premises only, for one two (12) additional term terms of four five (45) years each (the each, a “260 Renewal Term”) upon the same terms and conditions contained in the Lease, as amended hereby, with the exceptions that (x) the Lease shall not be further available for renewal with respect to the 260 Expansion Space after the 260 second Renewal Term and Term, (y) the rental for the 260 Expansion Space Premises during the 260 each Renewal Term shall be the “260 Renewal Rental Rate”,” and (z) Tenant shall not be entitled to receive any allowances provided with respect to the initial lease of the Premises or during the first Renewal Term, as applicable. The 260 Renewal Rental Rate is hereby defined to mean the then prevailing rents (including, without limitation, those similar to the Basic Annual Rent and Additional Rent) payable by renewal tenants having a credit standing substantially similar to that of Tenant, for properties of equivalent quality, size, utility and location as the 260 Expansion SpacePremises, located within the area described below and leased for a term approximately equal to the 260 applicable Renewal Term. The 260 Renewal Rental Rate will take into consideration the tenant inducements offered in the renewal transactions considered by Landlord in determining the 260 Renewal Rental Rate. 2. If Tenant desires to renew the Lease with respect to the 260 Expansion SpaceLease, Tenant must notify Landlord in writing of its intention to renew on or before the date which is at least nine twelve (912) months but no more than twelve eighteen (1218) months prior to the 260 Expiration DateDate or the expiration date of the first Renewal Term, as applicable. Landlord shall, within the next thirty (30) days, notify Tenant in writing of Landlord’s determination of the applicable 260 Renewal Rental Rate and Tenant shall, within the next thirty (30) days following receipt of Landlord’s determination of the 260 Renewal Rental Rate, notify Landlord in writing of Tenant’s acceptance or rejection of Landlord’s determination of the applicable 260 Renewal Rental Rate. If Tenant timely notifies Landlord of Tenant’s acceptance of Landlord’s determination of the 260 Renewal Rental Rate, the Lease, as amended hereby, Term shall be extended as provided herein and Landlord and Tenant shall enter into an amendment to the Lease to reflect the extension of the term Term and changes in Rent in accordance with this Exhibit, provided however, Tenant’s lease of the 260 Expansion Space Premises on the terms set forth herein shall be effective notwithstanding the parties’ failure to enter into such Lease amendment. If (x) Tenant timely notifies Landlord in writing of Tenant’s rejection of Landlord’s determination of the 260 Renewal Rental Rate or (y) Tenant does not notify Landlord in writing of Tenant’s acceptance or rejection of Landlord’s determination of the 260 Renewal Rental Rate within such thirty (30) day period, the term of the Lease with respect to the 260 Expansion Space Term shall end on the 260 Expiration DateDate or expiration date of the first Renewal Term, as applicable, and Landlord shall have no further obligations or liability hereunder. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the 260 Renewal Rental Rate for the 260 Expansion Space Premises within thirty (30) days after the date Tenant notifies Landlord of Tenant’s rejection of Landlord’s determination of the 260 Renewal Rental Rate, Tenant, by written notice to Landlord (the “260 Arbitration Notice”) within ten (10) days after the expiration of such thirty (30) day period, shall have the right to have the 260 Renewal Rental Rate determined in accordance with the arbitration procedures described in Section 3 below. If Landlord and Tenant are unable to agree upon the 260 Renewal Rental Rate for the 260 Expansion Space Premises within the thirty (30) day period described and Tenant fails to timely exercise its right to arbitrate, Tenant’s renewal option set forth in this Exhibit shall be deemed to be null and void and of no further force and effect. 3. If Tenant provides Landlord with an 260 Arbitration Notice, Landlord and Tenant, within ten (10) days after the date of the 260 Arbitration Notice, shall each simultaneously submit to the other, in a sealed envelope, its good faith estimate of the 260 Renewal Rental Rate for the 260 Expansion Space Premises during the 260 applicable Renewal Term Tenn (collectively referred to as the “260 Estimates”) and shall each select a broker (hereinafter, a “broker”) to determine which of the two 260 Estimates most closely reflects the 260 Renewal Rental Rate for the 260 Expansion Space Premises during the 260 applicable Renewal Term. Each broker so selected shall be (i) a licensed commercial real estate broker in the State of Texas and (ii) have not less than ten (10) years’ experience in the field of commercial real estate brokerage for buildings similar to the BuildingBuilding in the Austin, Texas area. Upon selection, Landlord’s and Tenant’s brokers shall work together in good faith to agree upon which of the two 260 Estimates most closely reflects the 260 Renewal Rental Rate for the 260 Expansion SpacePremises. The 260 Estimate chosen by such brokers shall be binding on both Landlord and Tenant as the rental rate for the 260 Expansion Space Premises during the 260 applicable Renewal Term. If either Landlord or Tenant fails to appoint a broker within the ten (10) day period referred to above, the broker appointed by the other party shall be the sole broker for the purposes hereof. If the two brokers cannot agree upon which of the two 260 Estimates most closely reflects the 260 Renewal Rental Rate within thirty (30) days after their appointment, then, within ten (10) days after the expiration of such thirty (30) day period, the two brokers shall select a third broker meeting the aforementioned criteria. Once the third broker (i.e. arbitrator) has been selected as provided for above, then, as soon thereafter as practicable but in any case within fourteen (14) days, the arbitrator shall make his determination of which of the two 260 Estimates most closely reflects the 260 Renewal Rental Rate and such 260 Estimate shall be binding on both Landlord and Tenant as the rental rate for the 260 Expansion SpacePremises. The parties shall share equally in the costs of the arbitrator. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant shall be borne by the party retaining such appraiser, counsel or expert. 4. If the 260 Renewal Rental Rate has not been determined by the commencement date of the 260 applicable Renewal Term, Tenant shall pay Basic Rent for the 260 Expansion Space Premises upon the terms and conditions in effect during the last month of the immediately preceding Term for the 260 Expansion Space Premises until such time as the 260 Renewal Rental Rate has been determined. Upon such determination, the Basic Rent for the 260 Expansion Space Premises shall be retroactively adjusted to the commencement of the 260 applicable Renewal Term. If such adjustment results in an underpayment of Basic Rent by Tenant, Tenant shall pay Landlord the amount of such underpayment within thirty (30) days after the determination thereof. If such adjustment results in an overpayment of Basic Rent by Tenant, Landlord shall credit such overpayment against the next installment of Basic Rent due under the Lease for the 260 Expansion Space and, to the extent necessary, any subsequent installments, until the entire amount of such overpayment has been credited against Basic Rent for the 260 Expansion SpaceRent. 5. If Tenant is entitled to and properly delivers the 260 Arbitration Notice, the Lease shall be extended with respect to the 260 Expansion Space Premises as provided herein and Landlord and Tenant shall enter into an amendment to the Lease to reflect the extension of the Term and changes in Rent in accordance with this Exhibit, provided however, Tenant’s lease of the 260 Expansion Space Premises on the terms set forth herein shall be effective notwithstanding the parties’ failure to enter into such amendment. 6. The renewal rights of Tenant hereunder shall not be severable from the Lease, nor may such rights be assigned or otherwise conveyed in connection with any permitted assignment of the Lease, except in connection with a Permitted Transfer. Landlord’s consent to any assignment of the Lease shall not be construed as allowing an assignment of such rights to any assignee. In the event an assignee pursuant to a Permitted Transfer exercises the renewal rights set forth herein, Tenant shall remain liable under the Lease for all of the obligations of the tenant hereunder during the 260 applicable Renewal Term, whether or not Tenant has consented to or is notified of such renewal and Landlord shall have no obligation to obtain the consent of Tenant or to notify Tenant of such renewal. 7. The market area with respect to which the 260 Renewal Rental Rate will be determined is the southwest Austin office submarket. 1. If, and only if, on the Expiration Date (i.e. January 31, 2015) and the date Tenant notifies Landlord of its intention to renew the term of the Lease for both the Current Premises and the 260 Expansion Space (referred to herein as the “Expanded Premises”) as provided below, (i) Tenant is not in default under the Lease, as amended hereby (beyond the expiration of any applicable notice and cure period), (ii) Tenant then occupies and the Premises then consist of at least all the Expanded Premises and (iii) the Lease, as amended, is in full force and effect, then Tenant, but not any assignee or subtenant of Tenant (other than an assignee pursuant to a Permitted Transfer), shall have and may exercise an option to renew the Lease with respect to the entire Expanded Premises for a period of five (5) years, commencing on February 1, 2015 and expiring on January 31, 2020 (the “Expanded Premises Renewal Term”) upon the same terms and conditions contained in the Lease, as amended hereby, with the exceptions that (x) the Lease shall not be further available for renewal with respect to the Expanded Premises after the Expanded Premises Renewal Term and (y) the rental for the Expanded Premises during the Expanded Premises Renewal Term shall be the “Expanded Premises Renewal Rental Rate”. The Expanded Premises Renewal Rental Rate is hereby defined to mean the then prevailing rents (including, without limitation, those similar to the Basic Annual Rent and Additional Rent) payable by renewal tenants having a credit standing substantially similar to that of Tenant, for properties of equivalent quality, size, utility and location as the Expanded Premises, located within the area described below and leased for a term approximately equal to the Expanded Premises Renewal Term. The Expanded Premises Renewal Rental Rate will take into consideration the tenant inducements offered in the renewal transactions considered by Landlord in determining the Expanded Premises Renewal Rental Rate. 2. If Tenant desires to renew the Lease with respect to the Expanded Premises, Tenant must notify Landlord in writing of its intention to renew on or before the date which is at least nine (9) months but no more than twelve (12) months prior to the Expiration Date (i.e. January 31, 2015), which notice must clearly state that Tenant desires to renew the Lease with respect to the entire Expanded Premises for the Expanded Premises Renewal Term. Landlord shall, within the next thirty (30) days, notify Tenant in writing of Landlord’s determination of the applicable Expanded Premises Renewal Rental Rate and Tenant shall, within the next thirty (30) days following receipt of Landlord’s determination of the Expanded Premises Renewal Rental Rate, notify Landlord in writing of Tenant’s acceptance or rejection of Landlord’s determination of the applicable Expanded Premises Renewal Rental Rate. If Tenant timely notifies Landlord of Tenant’s acceptance of Landlord’s determination of the Expanded Premises Renewal Rental Rate, the Lease, as amended hereby, shall be extended as provided herein and Landlord and Tenant shall enter into an amendment to the Lease to reflect the extension of the term and changes in Rent in accordance with this Exhibit, provided however, Tenant’s lease of the Expanded Premises on the terms set forth herein shall be effective notwithstanding the parties’ failure to enter into such Lease amendment. If (x) Tenant timely notifies Landlord in writing of Tenant’s rejection of Landlord’s determination of the Expanded Premises Renewal Rental Rate or (y) Tenant does not notify Landlord in writing of Tenant’s acceptance or rejection of Landlord’s determination of the Expanded Premises Renewal Rental Rate within such thirty (30) day period, the term of the Lease with respect to the Current Premises shall end on the Expiration Date, the term of the Lease with respect to the 260 Expansion Space shall end on the 260 Expiration Date, and Landlord shall have no further obligations or liability hereunder. Notwithstanding the foregoing, if Landlord and Tenant are unable to agree upon the Expanded Premises Renewal Rental Rate for the Expanded Premises within thirty (30) days after the date Tenant notifies Landlord of Tenant’s rejection of Landlord’s determination of the Expanded Premises Renewal Rental Rate, Tenant, by written notice to Landlord (the “Expanded Premises Arbitration Notice”) within ten (10) days after the expiration of such thirty (30) day period, shall have the right to have the Expanded Premises Renewal Rental Rate determined in accordance with the arbitration procedures described in Section 3 below. If Landlord and Tenant are unable to agree upon the Expanded Premises Renewal Rental Rate for the Expanded Premises within the thirty (30) day period described and Tenant f