Common use of Extension Option Clause in Contracts

Extension Option. Tenant shall have the option to extend the Term for one (1) additional five (5) year extension term (the “Extension Term”) by notice given to Landlord at least nine (9) months before the Term Expiration Date. Tenant’s election shall be exercised, and Annual Fixed Rent for the Extension Term determined, as set forth below. If Tenant fails timely to exercise its option for the Extension Term, Tenant shall have no further extension rights hereunder. Tenant’s option so to extend the Term shall be void, at Landlord’s election, if Tenant is in default (subject to any applicable notice and cure periods set forth in this Lease) at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension of the Term shall be applicable to the entire Premises and Tenant shall have no right to extend the Term for only a portion of the Premises. During the Extension Term, if any, all provisions of this Lease shall apply except that Tenant shall have no further option to extend the Term after the Extension Term. During the Extension Term, Tenant shall pay Annual Fixed Rent equal to ninety-five percent (95%) of the then prevailing market rate for a five (5) year lease of office space in the greater Boston, Massachusetts “Metro-North” area comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those of this Lease as though then available for single occupancy for the Permitted Uses (or any higher and better use then being made by Tenant) in “as-is” condition or such better condition in which Tenant is required to maintain the Premises and considering all relevant factors (the parties intending and agreeing that uncommon or unusual features of other leases in the marketplace will not be considered) (the “Fair Market Rent”). Landlord shall notify Tenant of its estimate of the Fair Market Rent within ten (10) days after Tenant exercises the extension option. Tenant shall have the option to reject by written notice Landlord’s estimate, or to withdraw its exercise of the extension option, in any case within fourteen (14) days following delivery of Landlord’s estimate. Failure to respond within such period shall be deemed to constitute acceptance of Landlord’s estimate. In the event Tenant rejects Landlord’s estimate then the Fair Market Rent shall be arbitrated in accordance with the following procedure. In the event Landlord fails to notify Tenant of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate of the Fair Market Rent, shall (i) submit to the other in a sealed envelope its final estimate of the Fair Market Rent (“Estimates”) and (ii) appoint an MAI appraiser with at least ten (10) years experience as an appraiser of office buildings in the Greater Boston “Metro North” area, including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an appraiser, then the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. The two appraisers shall, within five (5) Business Days after appointment of the second appraiser, appoint a third appraiser who shall be similarly qualified. If the two appraisers are unable to agree timely on the selection of the third appraiser, then either appraiser on behalf of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord). The appraisers shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after the third appraiser is appointed, by selecting either of the final Estimates of the Fair Market Rent provided by Landlord and Tenant at the commencement of the hearing. The appraisers shall have no authority or jurisdiction to make any other determination of such amount. The cost of the third appraiser shall be borne equally by the parties and otherwise the parties shall bear their own costs. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for the last twelve (12) months of the Term (and upon Fair Market Rent being established, Tenant shall pay the same within ten (10) days of such determination, retroactively to the beginning of the Extension Term). The parties shall adjust for over or under payments within twenty (20) days after the decision of the appraisers is announced. Promptly after the Annual Fixed Rent is determined for the Extension Term, Landlord and Tenant shall enter into an amendment of this Lease confirming the extension of the Term and the new rate for Annual Fixed Rent. Tenant’s rights under this Section 2.4.1 are personal to Tenant and shall not apply to any Transferee of Tenant (other than a Transferee under a Permitted Transfer). If at any time during the Term Tenant has Transferred more than 4,000 rentable square feet of the Premises (not including Permitted Transfers), then Tenant’s rights under this Section 2.4.1 shall be null and void and of no further force or effect.

Extension Option. (a) Tenant shall have the option may elect to extend the Term term of this Lease for one (1) additional five three (53) year extension term period (the “Extension Term”), by giving Landlord notice of such election (the “Extension Notice”) by notice given to Landlord at least nine not later than twelve (912) months before the Term Expiration Dateexpiration of the Lease Term, and provided that (i) no uncured Default of Tenant then exists, and (ii) Tenant or a Permitted Transferee named herein is occupying not less than seventy-five percent (75%) of the Premises then demised to Tenant both on the date such notice is given and on the commencement date of the Extension Term. Tenant’s election Such extension shall be exercisedupon all of the same terms, covenants, and Annual Fixed conditions contained in this Lease, except that (a) Tenant shall have no further right to extend the Lease Term, (b) the Base Rent for the Extension Term determinedshall be at a rate equal to the fair market rent for the Premises as of the commencement date of the Extension Term as determined in accordance with Section 18(b), and (c) Landlord shall have no obligation to make or pay for any improvements to the Premises or to pay any allowances or inducements of any kind. Fair market rent for the Premises shall be computed as set forth belowof the commencement of the Extension Term at the then current annual rental charges, including provisions for subsequent increases and other adjustments, for extensions of existing leases then currently being negotiated or executed in comparable space and buildings located in the downtown financial district of Boston. In determining fair market rent, the following factors, among others, shall be taken into account and given effect: condition of the premises, size of the premises, escalation charges then payable under the lease, location of the premises, location of the building, tenant improvement allowances and fit-up of the premises and lease term and free rent and other standard market inducements being offered at the time. (b) Landlord and Tenant shall endeavor in good faith to agree upon the fair market rent for the Premises. If Landlord and Tenant fails timely are unable to exercise its option agree on the amount of such fair market rent by the date that is thirty (30) days after the date of delivery of the Extension Notice, then on or before said thirtieth (30th) day after the date of delivery of the Extension Notice Landlord shall specify in writing the rent (the “Landlord’s Rental Rate”) at which Landlord is willing to lease the Premises for the Extension Term and Tenant shall specify in writing the rent (the “Tenant’s Rental Rate”) which Tenant is willing to pay for the Premises for the Extension Term, Tenant shall have no further extension rights hereunder. Tenant’s option so to extend and the Term fair market rent shall be void, at Landlord’s election, if Tenant is established by appraisal in default the following manner: By not later than the fortieth (subject to any applicable notice and cure periods set forth in this Lease40th) at day after the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension date of the Term shall be applicable to delivery of the entire Premises Extension Notice, Landlord and Tenant shall have no right to extend each appoint one (1) qualified appraiser (as hereinafter defined) and the Term for only a portion two (2) appraisers so appointed shall determine the fair market rent within seventy-five (75) days of the date of delivery of the Extension Notice. As used herein, the term “qualified appraiser” shall mean any independent unaffiliated person (a) who is employed by an appraisal firm of recognized competence in the downtown financial district of Boston, Massachusetts and (b) who has not less than ten (10) years experience in appraising and valuing properties of the general location, type and character as the Premises. During If either Landlord or Tenant fails to appoint an appraiser within said forty (40) day period, then the Extension Term, if any, all provisions of this Lease shall apply except that Tenant other party shall have no further option the power to extend appoint the Term appraiser for the defaulting party. If said appraisers are unable to agree on the fair market rent within said seventy-five (75) day period, then they jointly shall appoint a third qualified appraiser within ten (10) days of the expiration of said seventy-five (75) day period, and thereafter all three appraisers shall determine the fair market rent. If all three appraisers are unable to agree upon the fair market rent, then the fair market rent shall be determined by agreement between any two of the three appraisers and the fair market rent so determined shall be conclusive and binding upon Landlord and Tenant. Each party shall bear the cost of its appraiser, and the cost of the third appraisal shall be borne equally between the parties. Until such time as the fair market rent is so determined, from and after the Extension Term. During commencement date of the Extension Term, Tenant shall pay Annual Fixed Base Rent equal to ninety-five at the lesser of (i) Landlord’s Rental Rate, and (ii) one hundred two percent (95102%) of the then prevailing market rate for a five (5) year lease of office space in the greater Boston, Massachusetts “Metro-North” area comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those of this Lease as though then available for single occupancy for the Permitted Uses (or any higher and better use then being made by Tenant) in “as-is” condition or such better condition in which Tenant is required to maintain the Premises and considering all relevant factors (the parties intending and agreeing that uncommon or unusual features of other leases in the marketplace will not be considered) (the “Fair Market Rent”). Landlord shall notify Tenant of its estimate of the Fair Market Base Rent within ten (10) days after Tenant exercises the extension option. Tenant shall have the option to reject by written notice Landlord’s estimate, or to withdraw its exercise of the extension option, in any case within fourteen (14) days following delivery of Landlord’s estimate. Failure to respond within such period shall be deemed to constitute acceptance of Landlord’s estimate. In the event Tenant rejects Landlord’s estimate then the Fair Market Rent shall be arbitrated in accordance with the following procedure. In the event Landlord fails to notify Tenant of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate of the Fair Market Rent, shall (i) submit to the other in a sealed envelope its final estimate of the Fair Market Rent (“Estimates”) and (ii) appoint an MAI appraiser with at least ten (10) years experience as an appraiser of office buildings in the Greater Boston “Metro North” area, including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an appraiser, then the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. The two appraisers shall, within five (5) Business Days after appointment of the second appraiser, appoint a third appraiser who shall be similarly qualified. If the two appraisers are unable to agree timely on the selection of the third appraiser, then either appraiser on behalf of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord). The appraisers shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after the third appraiser is appointed, by selecting either of the final Estimates of the Fair Market Rent provided by Landlord and Tenant at the commencement of the hearing. The appraisers shall have no authority or jurisdiction to make any other determination of such amount. The cost of the third appraiser shall be borne equally by the parties and otherwise the parties shall bear their own costs. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect immediately prior to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for the last twelve (12) months of the Term (and upon Fair Market Rent being established, Tenant shall pay the same within ten (10) days of such determination, retroactively to the beginning of the Extension Term). The parties shall adjust for over or under payments within twenty (20) days after the decision of the appraisers is announced. Promptly after the Annual Fixed Rent is determined for the Extension Term, Landlord and Tenant shall enter into an amendment of this Lease confirming with a reconciliation between the extension of parties once the Term and the new rate for Annual Fixed Rent. Tenant’s rights under this Section 2.4.1 are personal to Tenant and shall not apply to any Transferee of Tenant (other than a Transferee under a Permitted Transfer). If at any time during the Term Tenant fair market rent has Transferred more than 4,000 rentable square feet of the Premises (not including Permitted Transfers), then Tenant’s rights under this Section 2.4.1 shall be null and void and of no further force or effectbeen determined.

Extension Option. (a) If Tenant or an Affiliate directly occupies at least seventy-five percent (75%) of the Premises upon the last day of the Lease term, Tenant shall have the option to extend the Term renew this Lease for one (1) additional five sixty (560) year extension month term (the “Extension "Extended Term”) "), by delivering notice given to Landlord at least nine (9) months before of Tenant's option to extend the Term Expiration Date. Tenant’s election shall be exercised, and Annual Fixed Rent for the Extension Term determined, as set forth belowterm of this Lease. If Tenant fails timely exercises its right to exercise its option extend, the term of this Lease shall be extended for the Extension Termapplicable sixty (60) month period, and Tenant shall continue to lease the Premises on all of the terms and conditions of this Lease, except that (i) the Base Rent payable by Tenant during the Extended Term shall be the fair market rent as determined in paragraph 51(b) or paragraph 51(c) hereof; and (ii) Tenant shall have no further extension rights hereunderrenewal options under this Lease. Tenant’s option so to extend Notwithstanding the Term shall be void, at Landlord’s electionforegoing, if an event of default by Tenant is in default (subject to any applicable notice and cure periods set forth in this Lease) at exists on the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension first day of the Term Extended Term, this Lease shall be applicable to the entire Premises automatically terminate, and Tenant shall be deemed to have no elected not to exercise its renewal option. (b) If Tenant exercises the right to extend the Term for only a portion of the Premises. During the Extension Term, if any, all provisions term of this Lease shall apply except that Tenant shall have no further option to extend for the Extended Term after in accordance with paragraph 51(a) hereof, effective as of first day of the Extension Term. During the Extension Extended Term, Tenant the Base Rent shall pay Annual Fixed Rent equal to be ninety-five percent (95%) of the prevailing fair market rental value of the Premises on the first day of the Extended Term, on and subject to the agreements, covenants and conditions (except the amount of Base Rent) of this Lease, based on then prevailing market rate current rent being offered and accepted for a five (5) year lease of office comparable space in comparable buildings in the greater BostonSan Francisco Bay Area used by biotechnology companies for uses comparable to Tenant's use of the Premises leased on terms comparable to this Lease as of the first day of the Extended Term, Massachusetts “Metro-North” area comparable expressly excluding any rental value added to the Premises from alternations or improvements or Trade Fixtures paid for by Tenant directly or through amortization in terms the rent. Such fair market rental value shall be determined by agreement between Landlord and Tenant. If Landlord and Tenant do not agree on such fair market rental value by the date three (3) months prior to the first day of location within a buildingthe Extended Term, finishsuch fair market rental value shall be determined by appraisal in accordance with paragraph 51(c) hereof. Notwithstanding the foregoing, agein no event shall the Base Rent during the Extended Term be less than the Base Rent for the month immediately preceding the Extended Term. Landlord and Tenant each shall, building quality promptly after the Base Rent for the Extended Term has been determined pursuant to this paragraph 51(b) or paragraph 51(c) hereof, execute and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially deliver to the same as those of other an amendment to this Lease which sets forth the Base Rent during the Extended Term, but the Base Rent so determined shall be effective during the Extended Term whether or not such amendment is executed. (c) For the purpose of paragraph 51 hereof, if Landlord and Tenant do not agree on the fair market rental value of the Premises by the date three (3) months prior to the first day of the Extended Term, such fair market rental value shall be determined as though then available follows: Landlord and Tenant each shall appoint one (1) appraiser within fifteen (15) days after a written request for single occupancy appointment of appraisers has been given by either Landlord or Tenant to the other. If either Landlord or Tenant fails to appoint its appraiser within such period of fifteen (15) days, such appraiser shall be appointed by the Superior Court of the State of California in and for the Permitted Uses (or any higher and better use then being made by Tenant) in “as-is” condition or County of San Mateo upon application of the other. Each such better condition in which Tenant is required to maintain appraiser shall appraise such fair market rental value of the Premises and considering all relevant factors complete and submit his written appraisal setting forth the appraised value to Landlord and Tenant within thirty (30) days after the parties intending appointment of both such appraisers. If the higher appraised value in such two (2) appraisals is not more than one hundred ten percent (110%) of the lower appraised value, such fair market rental value of the Premises shall be the average of the two (2) appraised values. If the higher appraised value is more than one hundred ten percent (110%) of the lower appraised value, Landlord and agreeing Tenant shall agree upon and appoint a neutral third appraiser within fifteen (15) days after both of the first two (2) appraisals have been submitted to Landlord and Tenant. If Landlord and Tenant do not agree and fail to appoint such neutral third appraiser within such period of fifteen (15) days, such neutral third appraiser shall be appointed by the Superior Court of the State of California in and for the County of San Mateo upon application of either Landlord or Tenant. The neutral third appraiser shall appraise such fair market rental value of the Premises and complete and submit his written appraisal setting forth the appraised value to Landlord and Tenant within thirty (30) days after his appointment. Such fair market rental value of the Premises shall be the average of the two (2) appraised values in such three (3) appraisals that uncommon are closest to each other. The fair market rental value of the Premises, determined in accordance with this paragraph 51(c), shall be conclusive and binding upon Landlord and Tenant. Any proceedings in connection with the determination of the fair market rental value of the Premises shall be subject to California Code of Civil Procedure sections 1280 to 1294.2 (including section 1283.05) or unusual features of other leases successor California laws then in effect relating to arbitration and any such proceedings shall be conducted in the marketplace will not County of San Mateo. All appraisers appointed by Landlord or Tenant, or both of them, shall be consideredmembers of the American Institute of Real Estate Appraisers of the National Association of Realtors or real estate professionals qualified by appropriate training or experience and have at least ten (10) (the “Fair Market Rent”)years of experience dealing with commercial real estate. The appraisers shall have no power or authority to amend or modify this Lease in any respect and their jurisdiction is limited accordingly. Landlord and Tenant each shall notify Tenant of pay the fee and expenses charged by its estimate appraiser plus one-half of the Fair Market fee and expenses charged by the neutral third appraiser. If the fair market rental value of the Premises has not been determined in accordance with this paragraph 51(c) by the first day of the Extended Term, Tenant shall pay as Base Rent the average of the amount of Base Rent proposed by Landlord and the amount of Base Rent proposed by Tenant, but not less than the Base Rent for the month immediately preceding the Extended Term, effective on the first day of the Extended Term, and Tenant shall continue to pay such average until the fair market rental value of the Premises has been determined, at which time any adjustment in the Base Rent resulting therefrom shall be made retroactively within ten (10) days after Tenant exercises the extension option. Tenant shall have the option to reject by written notice Landlord’s estimate, or to withdraw its exercise of the extension option, in any case within fourteen (14) days following delivery of Landlord’s estimate. Failure to respond within such period shall be deemed to constitute acceptance of Landlord’s estimate. In the event Tenant rejects Landlord’s estimate then the Fair Market Rent shall be arbitrated in accordance with the following procedure. In the event Landlord fails to notify Tenant of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate of the Fair Market Rent, shall (i) submit to the other in a sealed envelope its final estimate of the Fair Market Rent (“Estimates”) and (ii) appoint an MAI appraiser with at least ten (10) years experience as an appraiser of office buildings in the Greater Boston “Metro North” area, including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an appraiser, then the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. The two appraisers shall, within five (5) Business Days after appointment of the second appraiser, appoint a third appraiser who shall be similarly qualified. If the two appraisers are unable to agree timely on the selection of the third appraiser, then either appraiser on behalf of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord). The appraisers shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after the third appraiser is appointed, by selecting either of the final Estimates of the Fair Market Rent provided by Landlord and Tenant at the commencement of the hearing. The appraisers shall have no authority or jurisdiction to make any other determination of such amount. The cost of the third appraiser shall be borne equally by the parties and otherwise the parties shall bear their own costs. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for the last twelve (12) months of the Term (and upon Fair Market Rent being established, Tenant shall pay the same within ten (10) days of such determination, retroactively to the beginning of the Extension Term). The parties shall adjust for over or under payments within twenty (20) days after the decision of the appraisers is announced. Promptly after the Annual Fixed Rent is determined for the Extension Term, Landlord and Tenant shall enter into an amendment of this Lease confirming the extension of the Term and the new rate for Annual Fixed Rent. Tenant’s rights under this Section 2.4.1 are personal to Tenant and shall not apply to any Transferee of Tenant (other than a Transferee under a Permitted Transfer). If at any time during the Term Tenant has Transferred more than 4,000 rentable square feet of the Premises (not including Permitted Transfers), then Tenant’s rights under this Section 2.4.1 shall be null and void and of no further force or effect.

Extension Option. (a) Provided that Tenant shall have reasonably complies with the option to terms and conditions contained in this Section 48, Tenant may extend the Term term of this Lease for one (1) additional five (5) year extension term (period beyond the “Extension Term”) end of the Lease by written notice of its election to do so, given to Landlord not later than ninety (90) days prior to the expiration of the Term. The extended term of the Lease shall be on all the terms and conditions of the Lease applicable at least nine (9) months before the expiration of the Term Expiration Date. Tenant’s election of the Lease, except for the amount of Rent, which Tenant covenants and agrees to pay as follows: (1) the rental rate for the five (5) year renewal term shall be exercised, and Annual Fixed Rent equal to the fair market value for rental of similar space in similar buildings located in the Extension Term determined, downtown St. Petersburg area as set forth below. If Tenant fails timely to exercise its option for of the Extension first day of the renewal Term, . (b) Tenant shall have no further extension rights hereunder. Tenant’s option so to extend the Term shall be void, at Landlord’s election, if Tenant is in default (subject to any applicable notice and cure periods set forth in this Lease) at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension of the Term shall be applicable to the entire Premises and Tenant shall have no right to extend the Term for only a portion terms of the PremisesLease except as provided for herein. During Tenant shall not have any rights to extend the Extension Term, term of the Lease under this Section 48 if any, all provisions (i) Tenant has failed to perform its obligations under the Lease or has otherwise defaulted under the initial term of this Lease shall apply except that Tenant shall have no further option to extend or any renewal thereof, and which has not been cured within the Term after applicable curative period provided herein, or (ii) the Extension Term. During event of default exists on the Extension Term, Tenant shall pay Annual Fixed Rent equal to ninety-five percent (95%) expiration date of the then prevailing market rate for a five (5) year lease of office space in the greater Boston, Massachusetts “Metro-North” area comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those of this Lease as though then available for single occupancy for the Permitted Uses (initial Term or any higher and better use then being made by Tenant) in “as-is” condition renewal term thereof, or such better condition in on the date which Tenant is required to maintain the Premises and considering all relevant factors (the parties intending and agreeing that uncommon or unusual features of other leases in the marketplace will not be considered) (the “Fair Market Rent”). Landlord shall notify Tenant gives notice of its estimate of the Fair Market Rent within ten (10) days after Tenant exercises the extension option. Tenant shall have the option intent to reject by written notice Landlord’s estimate, or to withdraw exercise its exercise of the extension renewal option, in any case and which default has not been cured within fourteen (14) days following delivery of Landlord’s estimate. Failure to respond within such the applicable curative period shall be deemed to constitute acceptance of Landlord’s estimate. In provided herein; it being the event Tenant rejects Landlord’s estimate then the Fair Market Rent shall be arbitrated in accordance with the following procedure. In the event Landlord fails to notify Tenant of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate of the Fair Market Rent, shall parties' agreement that items (i) submit to the other in a sealed envelope its final estimate of the Fair Market Rent (“Estimates”) and (ii) appoint an MAI appraiser with at least ten in this Paragraph (10b) years experience are express conditions precedent to Tenant's right to any extension option contained in this Section 47. (c) The net fair market value for rental of similar space in the marketplace contemplated by subparagraph (a) above shall be determined by mutual agreement of the parties. The phrase net fair market value as an appraiser of office used in this Lease shall mean the annual amount per rentable square foot that landlords have accepted in current transactions between non-affiliated parties from renewal, non-sublease, non-expansion, and non-equity tenants for comparable space in comparable buildings in the Greater Boston “Metro North” downtown St. Petersburg area, including first class suburban office buildingsfor a comparable period of time. In any determination of net fair market value, appropriate consideration shall be given to the annual rental rates per rentable square foot, the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, dollar amount expense stop, length of lease term, size and location of premises being leased, similar signage rights granted under this Lease, and shall give notice other generally applicable conditions of tenancy for such appointment comparable transactions but ignoring and not giving any consideration to the presence or absence of the brokerage commission. The intent is that ▇▇▇▇▇▇ will obtain the same rent and other partyeconomic benefits that landlords would otherwise have given tenants in comparable transactions and that Landlord will make, and receive, the same economic payments and concessions that landlords would otherwise make to tenants in comparable transactions. The value so determined shall be in writing and signed by the parties more than six (6) months prior to the commencement of an option or renewal term. If either Landlord or Tenant shall fail timely the parties cannot agree on such value prior to appoint an appraisersuch six (6) month period, then the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. The two appraisers Landlord shall, within at its sole cost, engage a qualified real estate appraiser of Landlord's choice with a MAI designation who shall, no later than five (5) Business Days after appointment months prior to the expiration of the second appraiserTerm, appoint a third appraiser who shall be similarly qualified. If determine the two appraisers are unable to agree timely on the selection value of the third appraiser, then either appraiser on behalf of both may request such appointment from the President fair market rental of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord)Premises. The appraisers shall be charged to reach a majority written decision in accordance with parties agree that the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after the third appraiser is appointed, value so determined by selecting either of the final Estimates of the Fair Market Rent provided by Landlord and Tenant at the commencement of the hearing. The appraisers shall have no authority or jurisdiction to make any other determination of such amount. The cost of the third appraiser shall be borne equally by the parties and otherwise value for the parties shall bear their own costs. If Landlord should delay in giving purposes of the notice which begins the valuation procedures extension of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for the last twelve (12) months of the Term (and upon Fair Market Rent being established, Tenant shall pay the same within ten (10) days of such determination, retroactively to the beginning of the Extension Term)Lease. The parties shall adjust for over or under payments within twenty acknowledge that they have read this Lease (20to include its Exhibits and attachments) days after the decision in its entirety, that they are familiar with all of the appraisers is announced. Promptly after the Annual Fixed Rent is determined for the Extension Termterms, Landlord covenants, provisions and Tenant shall enter into an amendment of conditions set forth therein and that there are no other representations, undertakings, warranties or agreements concerning this Lease confirming which do not appear in writing therein. The parties further acknowledge that the extension of the Term terms and the new rate for Annual Fixed Rent. Tenant’s rights under provisions contained within this Section 2.4.1 are personal to Tenant Lease have been fully, freely and fairly negotiated by and between them and shall not apply to any Transferee be construed against either party as the drafter of Tenant (other than a Transferee under a Permitted Transfer). If at any time during the Term Tenant has Transferred more than 4,000 rentable square feet of the Premises (not including Permitted Transfers), then Tenant’s rights under this Section 2.4.1 shall be null and void and of no further force or effectLease.

Extension Option. (a) Tenant shall have the option to extend the Term for one (1) additional five (5) year extension term (the “Extension Option”) to extend the Original Term of this Lease for one additional period of ten (10) years to begin immediately upon the expiration of the Original Term (the “Extended Term”) by notice given to Landlord at least nine (9) months before ), provided that as of the Term Expiration Date. Tenant’s election shall be exercised, and Annual Fixed Rent for date of the Extension Term determined, Notice (defined below) and as set forth below. If Tenant fails timely to exercise its option for of the Extension commencement of the Extended Term, Tenant shall be current in the payment of Rent (defined in Section 4.1 of this Lease) and shall not previously have no further extension rights hereunder. Tenant’s option so to extend the Term shall be void, at Landlord’s election, if Tenant is been in monetary default (subject to beyond any applicable notice and cure periods set forth in this Lease) at period during the time twelve (12)-month period immediately preceding the date of the Extension Notice. If so requested by Tenant, Landlord shall advise Tenant elects to extend the Term of any unpaid Rent or other sum due Landlord at the time the Term Extension Notice would expire but be given. If the above condition has not been satisfied, then the Extension Option shall be void and the Extension Notice previously sent by Tenant shall be nullified and of no effect. Notwithstanding anything to the contrary contained herein, Landlord hereby reserves the right, in its sole and absolute discretion, to waive any condition set forth this Section 2.3. No such waiver shall be effective unless communicated by Landlord to Tenant in writing and shall be used for such extension. The extension the sole purpose of giving effect to the Extension Option and no other purpose. (b) All of the Term shall be applicable to the entire Premises terms, covenants and Tenant shall have no right to extend the Term for only a portion of the Premises. During the Extension Term, if any, all provisions of this Lease shall apply to the Extended Term except that Tenant shall have no further option to extend the Term after the Extension Term. During the Extension Term, Tenant shall pay Annual Fixed Rent equal Rate for the Extended Term shall be the fair-market rental rate for renewals in comparable Class A laboratory space and GMP operations, in comparable buildings within a 10-mile radius of the Building as of the commencement of the Extended Term, taking into account all relevant market factors (“the Market Rate”), as designated by Landlord. If Tenant shall elect to ninety-five percent exercise this Extension Option, it shall do so by giving Landlord written notice (95%the “Extension Notice”) of the then prevailing market rate for a five its election not less than fifteen (515) year lease of office space in the greater Boston, Massachusetts “Metromonths or more than twenty-North” area comparable one (21) months prior to the Premises in terms expiration of location within a buildingthe Original Term of this Lease, finishtime being of the essence thereof. If timely and properly Tenant gives such notice and satisfies the conditions specified above, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those extension of this Lease as though then available for single occupancy for shall be automatically effected without the Permitted Uses (or execution of any higher additional documents. Tenant’s Extension Option is personal to the initial named Tenant, Vericel Corporation, and better use then being made by Tenant) in “as-is” condition or such better condition in which Tenant is required to maintain the Premises and considering all relevant factors (the parties intending and agreeing that uncommon or unusual features of other leases in the marketplace will may not be considered) (assigned under any circumstances, except in connection with a Permitted Transfer. The Original Term and the Extended Term shall be collectively referred to as the “Fair Market RentTerm” or the “term”). . (c) Not later than thirty (30) days following the giving of Tenant’s Extension Notice, Landlord shall notify Tenant of Landlord’s determination of the Market Rate for the Extended Term. Within fifteen (15) days after Landlord gives Tenant Landlord’s determination of the Market Rate, Tenant shall notify Landlord whether Tenant accepts or disputes such rate. If Tenant disagrees with Landlord’s determination, then Landlord and Tenant shall commence negotiations to agree upon the Market Rate. In any event, the Annual Fixed Rent Rate for the Extended Term shall not be less than the average of the net Fixed Rent in effect during the last five (5) Lease Years of the Original Term. If Landlord and Tenant are unable to reach agreement on the Market Rate within thirty (30) days after the date on which Landlord first gave Tenant Landlord’s proposal for the Market Rate, then the Market Rate shall be determined as provided below. 2892369_8 (d) If Landlord and Tenant are unable to agree on the Market Rate by the end of said thirty (30)-day period, then within five (5) days thereafter, Landlord and Tenant shall each simultaneously submit to the other in a sealed envelope its good faith estimate of the Fair Market Rent within Rate. If the higher of such estimates is not more than one hundred five percent (105%) of the other estimate, then the Market Rate shall be the average of the two estimates. If the matter is not resolved by the exchange of estimates, then Market Rate shall be determined by an independent arbitrator as set forth below. (e) Within seven (7) days after the exchange of estimates, the parties shall select, as an arbitrator, a mutually acceptable commercial real estate broker or appraiser licensed in the Commonwealth of Massachusetts specializing in the field of commercial office leasing in the Burlington area, having no less than ten (10) days after Tenant exercises years’ experience (an “Approved Arbitrator”). If the extension optionparties cannot agree on such person, then within a second period of seven (7) days, each shall select one Approved Arbitrator and the two appointed Arbitrators shall, within five (5) days, select a third Approved Arbitrator who shall be the final decision-maker (the “Final Arbitrator”). Tenant If one party shall have fail to timely make such appointment, then the option to reject person chosen by written notice Landlord’s estimatethe other party shall be the sole arbitrator. Once the Final Arbitrator has been selected as provided for above, or to withdraw its exercise of the extension optionthen, as soon thereafter as practicable, but in any case within fourteen (14) days following delivery of Landlord’s estimate. Failure to respond within such period shall be deemed to constitute acceptance of Landlord’s estimate. In the event Tenant rejects Landlord’s estimate then the Fair Market Rent shall be arbitrated in accordance with the following procedure. In the event Landlord fails to notify Tenant of its estimate as provided aboveafter his or her appointment, the parties arbitrator shall determine Fair the Market Rent Rate by arbitration as set forth below. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing selecting either the Landlord’s estimate of Market Rate or the Fair Tenant’s estimate of Market Rent, shall (i) submit Rate. Such arbitrator must choose the proposed Market Rate that he/she determines is closest to the other in a sealed envelope its final actual market rental rate for the Premises. There shall be no discovery or similar proceedings. The arbitrator’s decision as to which estimate of the Fair Market Rent (“Estimates”) and (ii) appoint an MAI appraiser with at least ten (10) years experience as an appraiser of office buildings in the Greater Boston “Metro North” area, including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an appraiser, then the appraiser appointed by the other party shall be the sole appraiser Market Rate for the purposes hereofExtended Term shall be rendered in writing to both Landlord and Tenant and shall be final and binding upon them and shall be the Annual Fixed Rent for the Extended Term. The two appraisers shall, within five (5) Business Days after appointment costs of the second appraiserFinal Arbitrator will be equally divided between Landlord and Tenant. Any fees of any Approved Arbitrator or counsel engaged by Landlord or Tenant, appoint a third appraiser who however, shall be similarly qualifiedborne by the party that retained such Approved Arbitrator or counsel. If the two appraisers are unable dispute between the parties as to agree timely on the selection of the third appraiser, then either appraiser on behalf of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord). The appraisers shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after the third appraiser is appointed, by selecting either of the final Estimates of the Fair Market Rent provided by Landlord and Tenant at market rate has not been resolved before the commencement of the hearing. The appraisers shall have no authority or jurisdiction to make any other determination of such amount. The cost of the third appraiser shall be borne equally by the parties and otherwise the parties shall bear their own costs. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reasonExtended Term, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent under the Lease based upon the Fixed Rent at the rate established for Annual per rentable square foot of floor area last paid under this Lease (increased by 2.5%) until either the agreement of the parties as to the market rate, or the decision of the Final Arbitrator, as the case may be, at which time Tenant shall pay any underpayment of Fixed Rent to Landlord. Once the Market Rate has been determined, the parties shall promptly execute an amendment to this Lease setting forth the Fixed Rent for the last twelve Premises during the Extended Term. (12f) months With respect to any assignment or sublease during the Original Term of the Term (and upon Fair Market Rent being establishedthis Lease, Tenant such assignment shall pay the same within ten (10) days of such determination, retroactively to the beginning of not include the Extension Term). The parties shall adjust for over or under payments within twenty (20) days after the decision of the appraisers is announced. Promptly after the Annual Fixed Rent is determined for the Extension Term, Landlord and Tenant shall enter into an amendment of this Lease confirming the extension of the Term and the new rate for Annual Fixed Rent. Tenant’s rights under this Section 2.4.1 are personal Option granted to Tenant and shall not apply to any Transferee of Tenant (other than a Transferee under except in connection with a Permitted Transfer). If at any time during the Term Tenant has Transferred more than 4,000 rentable square feet of the Premises (not including Permitted Transfers), then Tenant’s rights under this Section 2.4.1 and such sublease shall be null and void and of for a term expiring no further force or effectlater than the Expiration Date.

Extension Option. Provided that Tenant is not in default of any monetary or material non-monetary provision of this Lease at the time of exercise of an option to extend provided herein or at any time thereafter prior to the commencement of the applicable “Option Term” (as hereinafter defined), Tenant shall have the option to extend the Term of this Lease for one two (12) additional five terms of Sixty (560) year extension term (the months, such period being referred to herein as an “Extension Option Term”) , only by giving Landlord written notice given to Landlord at least nine two hundred seventy (9270) months days before the Term Expiration Date. Tenant’s election shall be exercised, and Annual Fixed Rent for the Extension Term determined, as set forth below. If Tenant fails timely to exercise its option for the Extension Term, Tenant shall have no further extension rights hereunder. Tenant’s option so to extend the Term shall be void, at Landlord’s election, if Tenant is in default (subject to any applicable notice and cure periods set forth in this Lease) at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension expiration of the then applicable Term. All of the terms, covenants, conditions, provisions and agreements applicable to the initial Term shall be applicable to the entire Premises and Tenant shall have no right to extend the Term for only a portion of the Premises. During the Extension Option Term, if any, all provisions of this Lease shall apply except that Tenant the Basic Rent payable during the Option Term shall have no further option to extend the Term after the Extension Term. During the Extension Term, Tenant shall pay Annual Fixed Rent be equal to ninety-five percent the fair market rental rate or rates for comparable buildings (95%) of the then prevailing market rate for a five (5) year lease of office space in the greater Boston, Massachusetts “Metro-North” area comparable to the Premises in terms of location within a building, finishconsidering size, age, building quality quality, utility, location, access, improvements and amenities amenities) located within the general geographic location of the Project, as reasonably determined by Landlord. In determining the fair market rental rate, Landlord shall take into account recent leases within the Building. Landlord shall, upon receipt of Tenant’s notice provided for a tenant above and at least four (4) months prior to the expiration of equal size the original Term, notify Tenant in writing of its determination of the fair market rental rate or rates and financial strength as Tenant, under terms and conditions substantially the same as those of this Lease as though then available for single occupancy Basic Rent for the Permitted Uses (or any higher and better use then being made by Tenant) in “as-is” condition or such better condition in which Tenant is required to maintain the Premises and considering all relevant factors (the parties intending and agreeing that uncommon or unusual features of other leases in the marketplace will not be considered) (the “Fair Market Rent”)Option Term. Landlord shall notify Tenant of its estimate of the Fair Market Rent within Within ten (10) days after such notice is given, Tenant exercises may elect in written notice to Landlord either to (i) accept such Basic Rent for the extension optionOption Term as determined by Landlord, or (ii) terminate this Lease as of the expiration of the original Term, or (iii) provide Landlord with Notice that it elects to appoint an independent licensed appraiser to conduct an independent evaluation of the fair market rental rate for comparable offices. Tenant shall have thirty (30) days to complete the option appraisal. Tenant shall then Notify Landlord of its intent to reject by written notice accept Landlord’s estimatedetermination of fair market rent or object to the Landlord’s determination thereof. If the difference between the Landlord’s determination is less than 5%, then Landlord’s determination of fair market rental rate shall be the rate used during the Option Term. However, if the difference between Landlord’s estimate of fair market rental rate and that made by the appraiser is 5% or greater, then Landlord may (i) accept the appraiser’s determination of fair market rent rate, or (ii) appoint a second independent licensed appraiser to withdraw its exercise reconcile the two opinions of value, which reconciliation shall be completed within Thirty (30) days, and the extension option, reconciled amount shall be the fair market rental rate. Tenant’s failure to make a written elections strictly in any case within fourteen (14) days following delivery of Landlord’s estimate. Failure to respond within such period accordance with the preceding sentences shall be deemed to constitute be an acceptance of the Basic Rent as determined by Landlord’s estimate. In the event Tenant rejects Landlord’s estimate then the Fair Market Rent shall be arbitrated in accordance with the following procedure. In the event Landlord fails to notify Tenant of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate Time is of the Fair Market Rent, shall (i) submit to the other in a sealed envelope its final estimate of the Fair Market Rent (“Estimates”) and (ii) appoint an MAI appraiser with at least ten (10) years experience as an appraiser of office buildings in the Greater Boston “Metro North” area, including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an appraiser, then the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. The two appraisers shall, within five (5) Business Days after appointment of the second appraiser, appoint a third appraiser who shall be similarly qualified. If the two appraisers are unable to agree timely on the selection of the third appraiser, then either appraiser on behalf of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord). The appraisers shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after the third appraiser is appointed, by selecting either of the final Estimates of the Fair Market Rent provided by Landlord and Tenant at the commencement of the hearing. The appraisers shall have no authority or jurisdiction to make any other determination of such amount. The cost of the third appraiser shall be borne equally by the parties and otherwise the parties shall bear their own costs. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked essence with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for the last twelve (12) months T▇▇▇▇▇’s exercise of the option to extend the Term (and upon Fair Market Rent being established, Tenant shall pay the same within ten (10) days of such determination, retroactively to the beginning of the Extension Term). The parties shall adjust for over or under payments within twenty (20) days after the decision of the appraisers is announced. Promptly after the Annual Fixed Rent is determined for the Extension Term, Landlord and Tenant shall enter into an amendment of this Lease confirming the extension of provided herein. The option to extend the Term and pursuant hereto by the new rate for Annual Fixed Rent. Tenant’s rights under this Section 2.4.1 are Option Terms shall be personal to the original Tenant signatory to this Lease and shall not apply to be exercisable by or for the benefit of any Transferee assignee or subtenant of Tenant (other than an assignee in connection with a Transferee under a Permitted Transfer)permitted assignment: pursuant to Article 15 below. If at any time during the Term Tenant has Transferred more than 4,000 rentable square feet of the Premises (not including Permitted Transfers), then Tenant’s rights under All references in this Section 2.4.1 shall be null and void and of no further force or effectLease.

Extension Option. Provided that as of the date of the notice specified below, Tenant is not in default and has not previously been in default of its obligations under this Lease beyond any applicable grace period more than once, Tenant shall have the option right to extend the Term term of this Lease for one (1) additional period of five (5) year extension years, to begin immediately upon the expiration of the original term of this Lease (the “Extension Term”) by notice given to Landlord at least nine (9) months before the Term Expiration Date"extended term"). Tenant’s election shall be exercised, and Annual Fixed Rent for the Extension Term determined, as set forth below. If Tenant fails timely to exercise its option for the Extension Term, Tenant shall have no further extension rights hereunder. Tenant’s option so to extend the Term shall be void, at Landlord’s election, if Tenant is in default (subject to any applicable notice and cure periods set forth in this Lease) at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension All of the Term shall be applicable to the entire Premises terms, covenants and Tenant shall have no right to extend the Term for only a portion of the Premises. During the Extension Term, if any, all provisions of this Lease shall apply to such extended term except that Tenant shall have no further option to extend the Term after the Extension Term. During the Extension Term, Tenant shall pay Annual Fixed Rent equal to ninety-five percent (95%) of Rate for such extension period shall be the then prevailing fair market rate at the commencement of such extended term, as designated by Landlord for a five (5) year lease of office space comparable buildings in the greater BostonBurlington area. If Tenant shall elect to exercise the aforesaid option, Massachusetts “Metro-North” area comparable it shall do so by giving Landlord notice in writing of its intention to do so not later than one (1) year prior to the Premises in terms expiration of location within a buildingthe original term of this Lease. If Tenant gives such notice, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those extension of this Lease as though then available for single occupancy for shall be automatically effected without the Permitted Uses (or execution of any higher additional documents. The original term and better use then being made by Tenant) in “as-is” condition or such better condition in which the extended term are hereinafter collectively called the "term". If the Tenant is required to maintain disagrees with Landlord's designation of the Premises market rate, and considering all relevant factors (the parties intending cannot agree upon the market rate, then the market rate shall be submitted to arbitration as follows: market rate shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by ▇▇▇▇▇▇, and agreeing that uncommon a third to be selected, if necessary, as below provided. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or unusual features otherwise, the written decision of other leases in the marketplace will not a majority of three arbitrators chosen and selected as aforesaid, shall be considered) (the “Fair Market Rent”)conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify Tenant the other of its estimate of the Fair Market Rent chosen arbitrator within ten (10) days after Tenant exercises following the extension option. Tenant call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designation, they shall so notify the option to reject by written notice Landlord’s estimate, or to withdraw its exercise then President of the extension optionBoston Bar Association and request him to select an impartial third arbitrator, in any case who shall be another office building owner, a real estate counselor or a broker dealing with like types of properties, to determine market rate as herein defined. Such third arbitrator and the first two chosen shall hear the parties and their evidence and render their decision within fourteen thirty (1430) days following delivery the conclusion of Landlord’s estimate. Failure to respond within such period shall be deemed to constitute acceptance of Landlord’s estimate. In the event Tenant rejects Landlord’s estimate then the Fair Market Rent shall be arbitrated in accordance with the following procedure. In the event Landlord fails to hearing and notify Tenant of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate thereof. Landlord and Tenant shall share equally the expense of the Fair Market Rent, shall third arbitrator (i) submit to the other in a sealed envelope its final estimate of the Fair Market Rent (“Estimates”) and (ii) appoint an MAI appraiser with at least ten (10) years experience as an appraiser of office buildings in the Greater Boston “Metro North” area, including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an appraiser, then the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. The two appraisers shall, within five (5) Business Days after appointment of the second appraiser, appoint a third appraiser who shall be similarly qualifiedif any). If the two appraisers are unable dispute between the parties as to agree timely on the selection of the third appraiser, then either appraiser on behalf of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord). The appraisers shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after the third appraiser is appointed, by selecting either of the final Estimates of the Fair Market Rent provided by Landlord and Tenant at market rate has not been resolved before the commencement of the hearing. The appraisers shall have no authority or jurisdiction Tenant's obligation to make any other determination of pay Fixed Rent based upon such amount. The cost of the third appraiser shall be borne equally by the parties and otherwise the parties shall bear their own costs. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reasonmarket rate, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at under the Lease based upon the market rate established for Annual Fixed Rent for designated by Landlord until either the last twelve (12) months agreement of the Term (and upon Fair Market Rent being established, Tenant shall pay the same within ten (10) days of such determination, retroactively parties as to the beginning of the Extension Term). The parties shall adjust for over market rate, or under payments within twenty (20) days after the decision of the appraisers is announcedarbitrators, as the case may be, at which time Tenant shall pay any underpayment of Fixed Rent to Landlord, or Landlord shall refund any overpayment of Fixed Rent to Tenant. Promptly after In any event, the Annual Fixed Rent is determined Rate for the Extension Term, Landlord and Tenant extended term shall enter into an amendment of this Lease confirming not be less than the extension of the Term and the new rate for Annual Fixed Rent. Tenant’s rights under this Section 2.4.1 are personal Rent Rate in effect immediately prior to Tenant and shall not apply to any Transferee of Tenant (other than a Transferee under a Permitted Transfer). If at any time during the Term Tenant has Transferred more than 4,000 rentable square feet of the Premises (not including Permitted Transfers), then Tenant’s rights under this Section 2.4.1 shall be null and void and of no further force or effectsuch extended term.

Extension Option. Tenant shall have the option right to extend the Initial Term of this Lease (the "Extension Option") for one (1) additional term of five (5) year extension term years (the “"Extended Term"). Such Extension Term”) by notice given to Landlord at least nine (9) months before the Term Expiration Date. Tenant’s election Option shall be exercised, on all of the terms and Annual Fixed Rent for the Extension Term determined, as set forth below. If Tenant fails timely to exercise its option for the Extension Term, Tenant shall have no further extension rights hereunder. Tenant’s option so to extend the Term shall be voidconditions contained in this Lease except that, at Landlord’s election, the Base Rent may be adjusted to an amount equal to the Prevailing Market Rate as set forth below. Tenant may exercise the Extension Option, if at all, by giving written notice to Landlord no earlier than two hundred ten (210) and no later than one hundred eighty (180) days prior to expiration of the term to be extended; provided, however, if Tenant is in material default (subject to any applicable hereunder on the date of giving such notice and fails to cure periods such default as provided herein, Landlord may reject such exercise by delivering written notice thereof to Tenant promptly after such failure to cure. At the commencement of the Extended Term, the Base Rent shall be adjusted as set forth in this LeaseSection 8 (Rental Adjustments) hereof or, at the time election of Landlord delivered to Tenant elects in writing within thirty days of receipt of Tenant’s notice, shall be adjusted to extend the Term or at Prevailing Market Rate for space of comparable size and location to the time Premises then being offered for rent in other buildings similar in age, location and quality to the Term would expire but Premises; provided, however, in no event shall the Base Rent be reduced below the Base Rent for the lease year prior to commencement of such Extended Term. As used herein, the term "Prevailing Market Rate" shall mean the base rental for such extension. The extension comparable space, taking into account (i) any additional rental and all other payments and escalations payable hereunder, (ii) location and size of the Term shall be applicable to premises covered by leases of such comparable space, (iii) the entire Premises and Tenant shall have no right to extend the Term for only a portion duration of the Premisesrenewal term and the term of such comparable leases, (iv) free rent given under such comparable leases and any other tenant concessions, and (v) tenant improvement allowances and other allowances given under such comparable leases. During If Tenant disputes Landlord's determination of the Extension Term, if any, all provisions of this Lease shall apply except that Tenant shall have no further option to extend the Term after the Extension Term. During the Extension TermPrevailing Market Rate, Tenant shall pay Annual Fixed Rent equal to ninety-five percent (95%) of the then prevailing market rate for a five (5) year lease of office space in the greater Boston, Massachusetts “Metro-North” area comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those of this Lease as though then available for single occupancy for the Permitted Uses (or any higher and better use then being made by Tenant) in “as-is” condition or such better condition in which Tenant is required to maintain the Premises and considering all relevant factors (the parties intending and agreeing that uncommon or unusual features of other leases in the marketplace will not be considered) (the “Fair Market Rent”). so notify Landlord shall notify Tenant of its estimate of the Fair Market Rent within ten (10) days after Tenant exercises the extension option. Tenant shall have the option to reject by written notice Landlord’s estimate, or to withdraw its exercise of the extension option, in any case within fourteen (14) days following delivery Landlord's notice to Tenant of the Prevailing Market Rate and such dispute shall be resolved as follows: A. Within thirty (30) days following Landlord’s estimate's notice to Tenant of the Prevailing Market Rate, Landlord and Tenant shall attempt in good faith to meet no less than two (2) times, at a mutually agreeable time and place, to attempt to resolve any such disagreement. B. If within this thirty (30) day period Landlord and Tenant cannot reach agreement as to the Prevailing Market Rate, they shall each select one appraiser to determine the Prevailing Market Rate. Failure Each such appraiser shall arrive at a determination of the Prevailing Market Rate and submit their conclusions to respond Landlord and Tenant within such thirty (30) days of the expiration of the thirty (30) day consultation period described in (A) above. C. If only one appraisal is submitted within the requisite time period, it shall be deemed to constitute acceptance be the Prevailing Market Rate. If both appraisals are submitted within such time period, and if the two appraisals so submitted differ by less than ten percent (10%) of Landlord’s estimate. In the event Tenant rejects Landlord’s estimate higher of the two, then the Fair Market Rent average of the two shall be arbitrated in accordance with the following procedurePrevailing Market Rate. In If the event Landlord fails two appraisals differ by more than ten percent (10%) of the higher of the two, then the two appraisers shall immediately select a third appraiser who will, within thirty (30) days of his or her selection, make a determination of the Prevailing Market Rate and submit such determination to notify Tenant of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate . This third appraisal will then be averaged with the closer of the Fair Market Rent, shall (i) submit to two previous appraisals and the other in a sealed envelope its final estimate of the Fair Market Rent (“Estimates”) and (ii) appoint an MAI appraiser with at least ten (10) years experience as an appraiser of office buildings in the Greater Boston “Metro North” area, including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an appraiser, then the appraiser appointed by the other party result shall be the sole appraiser for Prevailing Market Rate. D. All appraisers specified herein shall be members of the purposes hereof. The two appraisers shall, within American Institute of Real Estate Appraisers (MAI) with not less than five (5) Business Days after appointment years' experience appraising leases of commercial properties similar to the second appraiser, appoint a third appraiser who shall be similarly qualifiedPremises in the area. If the two appraisers are unable to agree timely on the selection of the third appraiser, then either appraiser on behalf of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord). The appraisers shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after the third appraiser is appointed, by selecting either of the final Estimates of the Fair Market Rent provided by Landlord and Tenant at shall pay the commencement cost of the hearing. The appraisers shall have no authority or jurisdiction to make any other determination appraiser selected by such party and one-half of such amount. The the cost of the third appraiser shall be borne equally by plus one-half of any other costs incurred in the parties and otherwise the parties shall bear their own costs. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for the last twelve (12) months of the Term (and upon Fair Market Rent being established, Tenant shall pay the same within ten (10) days of such determination, retroactively to the beginning of the Extension Term). The parties shall adjust for over or under payments within twenty (20) days after the decision of the appraisers is announced. Promptly after the Annual Fixed Rent is determined for the Extension Term, Landlord and Tenant shall enter into an amendment of this Lease confirming the extension of the Term and the new rate for Annual Fixed Rent. Tenant’s rights under this Section 2.4.1 are personal to Tenant and shall not apply to any Transferee of Tenant (other than a Transferee under a Permitted Transfer). If at any time during the Term Tenant has Transferred more than 4,000 rentable square feet of the Premises (not including Permitted Transfers), then Tenant’s rights under this Section 2.4.1 shall be null and void and of no further force or effectarbitration.

Extension Option. (a) Subject to the terms of this Section, Landlord hereby grants to Tenant shall have one (1) option (the option “Extension Option”) to extend the Term for one (1) additional five (5) year extension term (the “Extension Term”) by notice given to Landlord at least nine (9) months before the Term Expiration Date. Tenant’s election shall be exercised, and Annual Fixed Rent for the Extension Term determined, as set forth below. If Tenant fails timely to exercise its option for the Extension Term, Tenant shall have no further extension rights hereunder. Tenant’s option so to extend the Term shall be void, at Landlord’s election, if Tenant is in default (subject to any applicable notice and cure periods set forth in of this Lease) at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension of the Term shall be applicable Lease with respect to the entire Premises for three (3) years (“Option Term”), on the same terms, covenants and Tenant shall have no right to extend conditions as provided for in this Lease during the Term for only a portion of the Premises. During the Extension initial Term, if any, all provisions of this Lease shall apply except that Tenant Monthly Base Rent shall have no further option to extend the Term after the Extension Term. During the Extension Term, Tenant shall pay Annual Fixed Rent equal to be established based upon ninety-five percent (95%) of the then prevailing “fair market rate rental rate” for the Premises for the Option Term as defined and determined in accordance with the provisions of this Section below. The Extension Option may be exercised by Tenant or any Transferee of Tenant. (b) The Extension Option must be exercised, if at all, by written notice (“Extension Notice”) delivered by Tenant to Landlord no later than one hundred eighty (180) days prior to the expiration of the initial Lease Term. (c) The term “fair market rental rate” as used in this Section 29 shall mean the annual amount per rentable square foot, which as of the date of determination is projected for and throughout the Option Term to be acceptable to a five (5) year lease willing, non-equity, non-renewal tenant of office space in the greater Boston, Massachusetts “Metro-North” area credit worthiness comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially a willing landlord of a comparable building of similar physical characteristics within Santa ▇▇▇▇▇ county, California (the same “Comparison Market”), in an arm’s length transaction, leasing premises comparable in quality as those the Premises, taking into account the age and layout of this Lease as though then available for single occupancy for the Permitted Uses (or any higher and better use then being made by Tenant) existing improvements in “as-is” condition or such better condition in which Tenant is required to maintain the Premises and considering all relevant factors comparison leases and other items that professional real estate brokers customarily consider, including, but not limited to, rental rates, availability, tenant size and creditworthiness, tenant improvement allowances, abatements, free rent, concessions and other additional rent charges and allowance, and any other lease considerations, if any, then being charged or granted by Landlord or the lessors of such similar office premises. (the parties intending and agreeing that uncommon or unusual features of other leases in the marketplace will not be consideredd) (the “Fair Market Rent”). Landlord shall notify provide written notice of Landlord’s determination of the fair market rental rate (“Landlord’s Estimate”) within thirty (30) days following the exercise by Tenant of its estimate the applicable Extension Option. Tenant shall have thirty (30) days (“Tenant’s Review Period”) after receipt of Landlord’s notice of Landlord’s Estimate within which to accept such amount or to object thereto in writing. Failure of Tenant to accept or object to Landlord’s Estimate in writing within Tenant’s Review Period conclusively shall be deemed Tenant’s objection to Landlord’s Estimate. If Tenant objects to or is deemed to have objected to the Landlord’s Estimate, Landlord and Tenant will meet to present and discuss their individual determinations of the Fair Market Rent within fair market rental rate for the Premises under the parameters set forth in Section 29(c) above and shall diligently and in good faith attempt to negotiate a rental rate on the basis of such individual determinations. Such meeting shall occur no later than ten (10) business days after Tenant exercises objects to, or is deemed to have objected to, Landlord’s Estimate. The Parties shall each provide the extension optionother with such supporting information and documentation as they deem appropriate. At such meeting if Landlord and Tenant are unable to agree upon the fair market rental rate, they shall each submit to the other their respective best and final offer (“Final Offer”) as to the fair market rental rate. Tenant shall have the option to reject by written notice Landlord’s estimate, or right to withdraw its exercise of the Extension Notice at any time on or prior to the fifth (5th) business day following such a meeting (the “Outside Agreement Date”) without liability. If Landlord and Tenant fail to reach agreement on such fair market rental rate and Tenant does not withdraw the Extension Notice on or prior to the Outside Agreement Date, the extension option, in any case within fourteen (14) days following delivery of Landlord’s estimate. Failure to respond within such period this Lease shall be deemed to constitute acceptance of Landlordbinding and each party’s estimate. In the event Tenant rejects Landlord’s estimate then the Fair Market Rent determination shall be arbitrated in accordance with the following procedure. In the event Landlord fails submitted to notify Tenant of its estimate as provided abovearbitration, the parties shall determine Fair Market Rent by arbitration as set forth below. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate of the Fair Market Rent, shall (i) submit subject to the other in a sealed envelope its final estimate provision so of the Fair Market Rent (“Estimates”) and (ii) appoint an MAI appraiser with at least this Section. For ten (10) years experience as an business days after the Outside Agreement Date, Landlord and Tenant shall use good faith, commercially reasonable efforts to select a mutually acceptable independent MAI appraiser of office buildings in or broker (“Appraiser”) who has been active over the Greater Boston “Metro North” area, including first class suburban office buildings, and shall give notice five-year period ending on the date of such appointment in appraising buildings (or in the case of a broker, commercial leasing) in the Comparison Market with comparable physical characteristics to the other partyPremises and which has not been engaged by Landlord, Tenant or any parent, subsidiary or affiliate thereof within the last three (3) years. If Landlord and Tenant are not able to agree upon a mutually acceptable Appraiser pursuant to the preceding sentence, then either Landlord or Tenant shall fail timely may petition the local office of JAMS to appoint an appraiser, then Appraiser satisfying the appraiser appointed by requirements of the other previous sentence. The method of arbitration shall be that known as the “baseball” type of arbitration: Each party shall be submit to the sole appraiser for the purposes hereof. The two appraisers shall, within five (5) Business Days after appointment of the second appraiser, appoint a third appraiser who shall be similarly qualified. If the two appraisers are unable Appraiser its Final Offer made pursuant to agree timely on the selection of the third appraiser, then either appraiser on behalf of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord). The appraisers shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (2029(d) days after the third appraiser is appointed, by selecting either of the final Estimates of the Fair Market Rent provided by Landlord and Tenant at the commencement in advance of the hearing. The appraisers Appraiser shall have no authority be limited to awarding only one or jurisdiction to make any the other determination of such amount. The cost of the third appraiser shall be borne equally by the parties and otherwise the parties shall bear their own coststwo figures submitted. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for the last twelve (12) months of the Term (and upon Fair Market Rent being established, Tenant shall pay the same within ten (10) days of such determination, retroactively to the beginning of the Extension Term). The parties shall adjust for over or under payments within twenty (20) days after the decision of the appraisers is announced. Promptly after the Annual Fixed Rent is determined for the Extension Term, Landlord and Tenant shall enter into an amendment of this Lease confirming use commercially reasonable efforts to cause the extension Monthly Base Rent for the Option Term to be determined at least thirty (30) days prior to the start of the Term and the new rate for Annual Fixed RentOption Term. TenantThe Appraiser’s rights under this Section 2.4.1 are personal to Tenant and shall not apply to any Transferee of Tenant (other than a Transferee under a Permitted Transfer). If at any time during the Term Tenant has Transferred more than 4,000 rentable square feet determination of the Premises (not including Permitted Transfers), then Tenant’s rights under this Section 2.4.1 fair market rental rate shall be null and void and of no further force or effectbinding on the parties.

Extension Option. Subject to the rights of KPMG LLP that exist as of the date of this Lease and provided no Default of Tenant shall have has occurred hereunder and the option original named Tenant is occupying the entirety of the Premises then demised hereunder both on the date such notice is given and on the commencement date of the Extension Term, Tenant may elect to extend the Lease Term for one (1) additional five (5) five-year extension term period (the “Extension Term”), by giving Landlord notice of such election (the “Extension Notice”) by notice given to Landlord at least nine not less than twelve (912) months before the Term Expiration Dateexpiration of the Lease Term. Tenant’s election Such extension shall be exercisedupon all of the same terms, covenants, and Annual Fixed conditions contained in this Lease, except that (a) Tenant shall have no further right to extend the Lease Term, (b) the Base Rent for the Extension Term determined, shall be at a rate equal to the fair market rent for the Premises as set forth below. If Tenant fails timely to exercise its option for of the commencement date of the Extension Term, Tenant and (c) Landlord shall have no further extension rights hereunderobligation to make or pay for any improvements to the Premises or to pay any allowances or inducements of any kind. Tenant’s option so to extend Fair market rent for the Term Premises shall be void, at Landlord’s election, if Tenant is in default (subject to any applicable notice computed as of the commencement of the Extension Term and cure periods set forth in this Lease) shall be at the time Tenant elects to extend then current annual rental charges, including provisions for subsequent increases and other adjustments, for extensions of existing leases then currently being negotiated or executed in comparable space and buildings located in downtown Boston. In determining fair market rent, the Term or at the time the Term would expire but for such extension. The extension following factors, among others, shall be taken into account and given effect: size of the Term premises, condition of the premises, location and age of the Building, escalation charges, location of the premises, location and age of the Building, tenant improvements, concessions or inducements such as tenant improvement allowances, and lease term. If Landlord and Tenant are unable to agree on the amount of such fair market rent by the date that is the later of thirty (30) days after the date of delivery of the Extension Notice or eleven (11) months before the expiration of the Lease Term, then the fair market rent shall be applicable to established by appraisal in the entire Premises following manner. Within ten (10) days after the later of the two dates described in the preceding sentence, Landlord and Tenant shall have no right to extend each appoint one (1) qualified appraiser (as hereinafter defined) and the Term for only a portion two (2) appraisers so appointed shall determine the fair market rent within seventy-five (75) days of the date of delivery of the Extension Notice. As used herein, the term “qualified appraiser” shall mean any independent unaffiliated person (a) who is employed by an appraisal firm of recognized competence in the greater Boston area and (b) who has not less than ten (10) years experience in appraising and valuing properties of the general location, type and character as the Premises. During If either Landlord or Tenant fails to appoint an appraiser within such ten (10) day period, then the Extension Term, if any, all provisions of this Lease shall apply except that Tenant other party shall have no further option the power to extend appoint the Term after appraiser for the Extension Termdefaulting party. During If the Extension Term, Tenant shall pay Annual Fixed Rent equal appraisers are unable to ninetyagree on the fair market rent within such seventy-five percent (95%75) of the day period, then prevailing market rate for they jointly shall appoint a five (5) year lease of office space in the greater Boston, Massachusetts “Metro-North” area comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those of this Lease as though then available for single occupancy for the Permitted Uses (or any higher and better use then being made by Tenant) in “as-is” condition or such better condition in which Tenant is required to maintain the Premises and considering all relevant factors (the parties intending and agreeing that uncommon or unusual features of other leases in the marketplace will not be considered) (the “Fair Market Rent”). Landlord shall notify Tenant of its estimate of the Fair Market Rent third qualified appraiser within ten (10) days after Tenant exercises the extension option. Tenant shall have the option to reject by written notice Landlord’s estimate, or to withdraw its exercise of the extension optionexpiration of such seventy-five (75) day period, in any case and within fourteen thirty (1430) days following delivery of Landlord’s estimate. Failure to respond within such period thereafter all three appraisers shall be deemed to constitute acceptance of Landlord’s estimate. In meet and determine the event Tenant rejects Landlord’s estimate then the Fair Market Rent shall be arbitrated in accordance with the following procedure. In the event Landlord fails to notify Tenant of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate of the Fair Market Rent, shall (i) submit to the other in a sealed envelope its final estimate of the Fair Market Rent (“Estimates”) and (ii) appoint an MAI appraiser with at least ten (10) years experience as an appraiser of office buildings in the Greater Boston “Metro North” area, including first class suburban office buildings, and shall give notice of such appointment to the other partyfair market rent. If either Landlord or Tenant shall fail timely all three appraisers are unable unanimously to appoint an appraiseragree upon the fair market rent, then the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. The first two appraisers shall, within five (5) Business Days after appointment of the second appraiser, appoint a third appraiser who simultaneously shall be similarly qualified. If the two appraisers are unable deliver their final fair market rent numbers to agree timely on the selection of the third appraiser, then either appraiser on behalf of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord). The appraisers shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after and the third appraiser is appointedshall select one or the other number as the fair market rent numbers to the third appraiser, by selecting either of and the final Estimates of fair market rent so determined shall be conclusive and binding upon the Fair Market Rent provided by Landlord and Tenant at Tenant. Each party shall bear the commencement cost of its appraiser, and the hearing. The appraisers shall have no authority or jurisdiction to make any other determination of such amount. The cost of the third appraiser shall be borne equally by between the parties parties. Until such time as the fair market rent is so determined, from and otherwise after the parties shall bear their own costs. If Landlord should delay in giving the notice which begins the valuation procedures commencement date of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Base Rent at Landlord’s appraiser’s initial designation of fair market rent, with an appropriate adjustment once the rate established for Annual Fixed Rent for the last twelve (12) months of the Term (and upon Fair Market Rent being established, Tenant shall pay the same within ten (10) days of such determination, retroactively to the beginning of the Extension Term). The parties shall adjust for over or under payments within twenty (20) days after the decision of the appraisers is announced. Promptly after the Annual Fixed Rent is determined for the Extension Term, Landlord and Tenant shall enter into an amendment of this Lease confirming the extension of the Term and the new rate for Annual Fixed Rent. Tenant’s rights under this Section 2.4.1 are personal to Tenant and shall not apply to any Transferee of Tenant (other than a Transferee under a Permitted Transfer). If at any time during the Term Tenant fair market rent has Transferred more than 4,000 rentable square feet of the Premises (not including Permitted Transfers), then Tenant’s rights under this Section 2.4.1 shall be null and void and of no further force or effectbeen determined.

Extension Option. Tenant shall have the option to extend the Term for one two (12) additional five (5) year extension term terms (the “each an "Extension Term”") by notice given to Landlord at least nine (9) months before the Term Expiration Date. Tenant’s 's election shall be exercised, and Annual Fixed Rent for the Extension Term determined, as set forth below. If Tenant fails timely to exercise its option for the any Extension Term, Tenant shall have no further extension rights hereunder. Tenant’s 's option so to extend the Term shall be void, at Landlord’s 's election, if Tenant is in default (subject to beyond any applicable notice and cure periods set forth in this Lease) at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension of the Term shall be applicable to the entire Premises and Tenant shall have no right to extend the Term for only a portion of the Premises. During the Extension Term, if any, all provisions of this Lease shall apply except that Tenant shall have no further option to extend the Term after the last Extension Term. During the Extension Term, Tenant shall pay Annual Fixed Rent equal to ninety-five percent (95%) of the then prevailing market rate for tenants entering into a lease for a five (5) year lease of term for office space in the greater Boston, Massachusetts “"Metro-North” West" area within a three (3) mile radius of the Building comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as TenantTenant (and considering comparable concessions offered to tenants, including free rent and current base years for operating expenses and taxes), under terms and conditions substantially the same as those of this Lease as though then available for single occupancy for the Permitted Uses (or any higher and better use then being made by Tenant) in “"as-is” " condition or such better condition in which Tenant is required to maintain the Premises and considering all relevant factors (the parties intending and agreeing that uncommon or unusual features of other leases in the marketplace will not be considered) (the “"Fair Market Rent”"). Landlord shall notify Tenant of its estimate of the Fair Market Rent within ten (10) days after Tenant exercises the applicable extension option. Tenant shall have the option to accept or reject by written notice Landlord’s 's estimate, or to withdraw its exercise of the extension option, in any case within fourteen (14) days following delivery of Landlord’s 's estimate. Failure Tenant's failure to respond within such period shall be deemed to constitute acceptance of Landlord’s 's estimate. In the event Tenant rejects Landlord’s 's estimate then the Fair Market Rent shall be arbitrated in accordance with the following procedure. In the event Landlord fails to notify Tenant of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s 's estimate of the Fair Market Rent, shall (i) submit to the other in a sealed envelope its final estimate of the Fair Market Rent (“Estimates”) and (ii) appoint as an arbitrator an MAI appraiser that is independent from the Landlord and the Tenant with at least ten (10) years experience as an appraiser of office buildings in the Greater Boston “Metro North” "Metro-West" area, including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an appraiserarbitrator, then the appraiser appointed by the other may apply to the Boston office of the American Arbitration Association ("AAA") for appointment of such an arbitrator five (5) Business Days, as such term is defined in Section 8.20, after notice of such failure to the delinquent party shall be the sole appraiser for the purposes hereofif such arbitrator has not then been appointed. The two appraisers arbitrators shall, within five (5) Business Days after appointment of the second appraiserarbitrator, appoint a third appraiser arbitrator who shall be similarly qualified. If the two appraisers arbitrators are unable to agree timely on the selection of the third appraiserarbitrator, then either appraiser arbitrator on behalf of both may request such appointment from the President Boston office of the local chapter AAA. The arbitration shall be conducted in accordance with the commercial arbitration rules of the Appraisal Institute AAA insofar as such rules are not inconsistent with the provisions of this Lease (or its successor organization, or if no successor exists, in which case the most similar organization reasonably selected by Landlordprovisions of this Lease shall govern). The appraisers arbitrators shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after the third appraiser arbitrator is appointed, by selecting either of the final Estimates estimates of the Fair Market Rent provided by Landlord and Tenant at the commencement of the hearing. The appraisers arbitrators shall have no authority or jurisdiction to make any other determination of such amount. The cost of the third appraiser arbitration (exclusive of each party's witness and attorneys fees, which shall be paid by such party) shall be borne equally by the parties parties. If the AAA shall cease to provide arbitration for commercial disputes in Boston, the second or third arbitrator, as the case may be, shall be appointed by any successor organization providing substantially the same services, and otherwise in the parties shall bear their own costsabsence of such an organization, by a court of competent jurisdiction under the arbitration act of The Commonwealth of Massachusetts. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for the last twelve (12) months of the Term (and upon Fair Market Rent being established, Tenant shall pay the same within ten (10) days of such determination, retroactively to the beginning of the Extension Term). Each party shall bear the costs of the arbitrator selected by it and shall share equally in the costs of the third arbitrator selected in accordance herewith. The parties shall adjust for over or under payments within twenty (20) days after the decision of the appraisers arbitrators is announced. Promptly after the Annual Fixed Rent is determined for the each Extension Term, Landlord and Tenant shall enter into an amendment of this Lease confirming the extension of the Term and the new rate for Annual Fixed Rent. Tenant’s 's rights under this Section 2.4.1 are personal to the original Tenant and shall not apply to any Transferee of Tenant (other than a Transferee under a Permitted Transfer). If at any time during the Term Tenant has Transferred more than 4,000 rentable square feet of the Premises (not including Permitted Transfers), then Tenant’s rights under this Section 2.4.1 shall be null and void and of no further force or effecteffect if more than fifteen percent (15%) of the Premises are sublet or assigned to anyone other than a Permitted Transferee.

Extension Option. (a) Landlord grants to Tenant two (2) options to renew the Lease for a period of five (5) years (each an "Extension Period"). ▇▇▇▇▇▇'s privilege to exercise this option is expressly conditioned upon there being no Tenant Event of Default at the time the option is exercised, and there being no Tenant Event of Default between the time the option is exercised and the start of the Extension Period. (b) Provided there is no Tenant Event of Default, Tenant shall have the option to extend the Term for one (1) additional five (5) year extension term (the “Extension Term”) by notice given to Landlord at least nine (9) months before the Term Expiration Date. Tenant’s election shall be exercised, and Annual Fixed Rent for the Extension Term determined, as set forth below. If Tenant fails timely to exercise its option for the Extension Term, Tenant shall have no further extension rights hereunder. Tenant’s option so to extend the Term shall be void, at Landlord’s election, if Tenant is in default (subject to any applicable notice and cure periods set forth in this Lease) at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension of the Term shall be applicable to the entire Premises and Tenant shall have no right to extend the Term for only a portion upon tendering written notice ("Extension Notice") to Landlord no later than ten (10) months prior to the expiration of the PremisesTerm. During All terms and conditions of this Lease shall continue during the Extension TermPeriod, provided that during the Extension Period, the Monthly Rent shall be adjusted to the Fair Market Rent as of the start of the Extension Period. (c) As used in this Lease, "Fair Market Rent" shall be deemed to mean the base amount of rental 40 that would typically be paid by a tenant under a net lease (exclusive of all other sums payable by Tenant under a net lease such as taxes, insurance premiums, common area maintenance charges, utilities, repair and restoration costs, and similar charges) for premises of a similar type, design, and quality as the Shell Improvements, in the same or similar-quality geographic area in the mid Peninsula, Highway 101 corridor market area in which the Premises are situated under market leasing conditions existing at that time in the mid Peninsula, Highway 101 corridor market area and taking into account the presence, if any, all of other escalation provisions and other Tenant payment provisions in this Lease, and Landlord's obligations, or limitations on same, in this Lease. In determining the Fair Market Rent for the Premises as of the commencement of the extension term, the parties or the appraiser(s) shall consider leases of comparable Shell Improvements for light industrial and office purposes, which shall be leases of comparable length for space that is comparable in size, location, and type of building, and is comparable to the age, quality, layout and condition of the Shell Improvements, with comparable parking rights and landscaping. Leases of comparable space that are not arms-length negotiated leases (as with a tenant that owns equity in a building) or are subleases shall not be considered in determining the Fair Market Rent. The Fair Market Rent for the Premises shall not include any rent attributable to Tenant's Tenant Improvements, Tenant's Alterations, or Shell Upgrades the amortized value of which have been added to Base Rent or any other improvements theretofore made or paid for by Tenant (whether by amortization during the initial Lease Term or otherwise), and the rent shall take into account whether there is any brokerage commission payable by Landlord upon the lease extension. If necessary to determine a comparable rental, the parties or the appraiser(s) shall appropriately adjust rentals in comparable leases to back out leasehold improvements or allowances, rental abatements or other Landlord concessions, and any other factors that bear on comparability of such comparable lease to this Lease shall apply except that Tenant shall have no further option to extend the Term after the Extension Term. During the Extension Term, Tenant shall pay Annual Fixed Rent equal to ninety-five percent (95%) of the Shell Improvements, to arrive at a rental as comparable as possible for an "as is" lease of the Shell Improvements in their then prevailing market rate condition (excluding all improvements paid for by Tenant including Shell Upgrades) for a five (5) year lease of office space in the greater Boston, Massachusetts “Metro-North” area comparable to the Premises in terms of location within a building, finish, age, building quality term without leasehold improvements or other concessions by Landlord. (d) If Landlord and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those of this Lease as though then available for single occupancy for the Permitted Uses (or any higher and better use then being made by Tenant) in “as-is” condition or such better condition in which Tenant is required to maintain the Premises and considering all relevant factors (the parties intending and agreeing that uncommon or unusual features of other leases in the marketplace will cannot be considered) (the “Fair Market Rent”). Landlord shall notify Tenant of its estimate of agree on the Fair Market Rent within ten thirty (60) days after the date of the Extension Notice (but in any case no earlier than eight (8) months prior to the expiration of the Term), the Monthly Rent payable during the Extension Period shall be conclusively determined as follows: (i) Within thirty (30) days after Tenant's Extension Notice, Landlord shall give Tenant written notice of the date by which each party must appoint an appraiser under this Section, which shall be (10) days after Tenant exercises the extension option. Tenant shall have the option to reject by written notice Landlord’s estimate, or to withdraw its exercise later of (A) expiration of the extension option, sixty (60) day period in any case within fourteen Section 40(d) or (14B) days following delivery of Landlord’s estimate. Failure the date eight (8) months prior to respond within such period shall be deemed to constitute acceptance of Landlord’s estimate. In the event Tenant rejects Landlord’s estimate then the Fair Market Rent shall be arbitrated in accordance with the following procedure. In the event Landlord fails to notify Tenant of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate expiration of the Fair Market RentTerm. By the date stated in ▇▇▇▇▇▇▇▇'s notice, shall (i) submit each party, at its cost and by giving notice to the other in party, shall appoint a sealed envelope its final estimate of the Fair Market Rent (“Estimates”) and (ii) appoint an MAI real estate appraiser with at least ten five (105) years years' full-time commercial appraisal experience in the geographic area in which the Premises are located, to appraise and determine the then Fair Market Rent as described in Section 40(c). (ii) If one party does not appoint an appraiser of office buildings within the time period in the Greater Boston “Metro North” areaSection 40(d)(i), including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an appraiser, then the appraiser appointed by the other party shall be the sole appraiser for and shall determine the purposes hereofFair Market Rent. The two appraisers shallNotwithstanding this Section, either party shall have the right to appoint a replacement appraiser if the appraiser originally selected becomes unable to perform as required hereunder. (iii) If neither party appoints an appraiser within the time period set forth in Section 40(d)(i), the Minimum Monthly Rent during the Extension Period shall be increased five percent (5%) Business Days over the Monthly Rent payable in the last full month immediately preceding the Rent Determination Date. (iv) If the two (2) appraisers are so appointed by the parties, they shall meet promptly and attempt to appraise and determine the Fair Market Rent. If they are unable to agree within thirty (30) days after appointment of the second appraiserappraiser has been appointed, appoint they shall attempt to select a third appraiser who shall be similarly qualified. If meets the qualifications stated in Section 40(d)(i) within thirty (30) days after the last day the two appraisers are given to determine the Fair Market Rent. If they are unable to agree timely on a third appraiser, either of the parties to this Lease, by giving ten (10) days' notice to the other party, can apply to the presiding judge of the Superior Court for the county in which the Premises are located for the selection of a third appraiser who meets the qualifications stated in Section 40(d)(i). Each of the parties shall bear one-half (1/2) of the cost of appointing the third appraiser and of the third appraiser's fees, provided, however, that if the parties' respective determinations of Fair Rental Value differ by more than five percent (5%) of the lower value, the party whose determination is rejected by the third appraiser shall pay or reimburse the other party for the third appraiser's fees and costs. The third appraiser, however selected, shall be a person who has not previously acted in any capacity for either party. (v) Within thirty (30) days after appointment of the third appraiser, then either each party's appraiser on behalf of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord). The appraisers shall be charged submit to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after the third appraiser is appointed, by selecting either a written statement of the final Estimates such appraisers determination of the Fair Market Rent provided by Landlord and Tenant at the commencement of the hearingShell Improvements, determined as provided in this Lease, together with written information relating to comparable transactions and adjustments thereto used in making such determination, and a copy of such submission shall be provided to the other party. Within fifteen (15) days thereafter , each party shall have the right to submit a response to the other party's submission. Within thirty (30) days after the last of such responses are received, the third appraiser shall select either the Fair Market Rent determined by Landlord's appraiser or the Fair Market Rent determined by Tenant's appraiser as the Fair Market Rent. If the third party appraiser considers information not submitted by either party in making such determination, the third party appraiser shall advise each of the parties' appraisers and permit them to comment on such information before making such determination. The appraisers shall have no authority or jurisdiction to make any third appraiser may not determine a Fair Market Rent other determination than a Fair Market Rent submitted by one of such amountthe parties. The cost of Fair Market Rent chosen by the third appraiser shall be borne equally by the parties and otherwise the parties shall bear their own costs. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for the last twelve (12) months of the Term (and upon Fair Market Rent being established, Tenant shall pay during the same within ten (10) days of such determination, retroactively to the beginning Term of the Extension Term). The parties shall adjust for over or under payments within twenty extension. (20e) days after After the decision of the appraisers is announced. Promptly after the Annual Fixed Fair Market Rent is determined for the Extension Termdetermined, Landlord and Tenant shall enter into execute an amendment of Amendment to this Lease confirming setting forth the extension of the Term and the new rate for Annual Fixed Fair Market Rent. Tenant’s rights under this The Amendment shall provide for the addition of unamortized Shell Upgrade Costs to the determined Fair Market Rent pursuant to Section 2.4.1 are personal to Tenant 3(c) and shall not apply to any Transferee Section 5(c) of Tenant (other than a Transferee under a Permitted Transfer). If at any time during the Term Tenant has Transferred more than 4,000 rentable square feet of the Premises (not including Permitted Transfers), then Tenant’s rights under this Section 2.4.1 shall be null and void and of no further force or effectExhibit C hereto.

Extension Option. Landlord grants to Tenant shall have an option (the option “Option”) to extend the Term term of this Lease for one two (12) additional five periods of three (53) year extension term years (the “Extension Renewal Term”) by notice given to Landlord at least nine (9) months before under the Term Expiration Date. Tenant’s election shall be exercised, and Annual Fixed Rent for the Extension Term determined, as terms set forth below. If Tenant fails timely shall not be entitled to exercise the Option unless each of the following conditions shall be fully satisfied at the time of its option exercise: (i) the Lease shall be in full force and effect; (ii) the Tenant originally named in this Lease or a permitted assignee shall be in possession of the entire Premises; and (iii) Tenant shall not have been in default under any of the material terms, provisions, covenants or conditions of the Lease. In order to exercise the Option, Tenant must first give written request to Landlord, not less than six (6) months prior to the Expiration Date of the Lease Term, for delivery of Landlord’s determination of Market Rent, as defined below. Base Rent for the Extension Term, Tenant shall have no further extension rights hereunder. Tenant’s option so to extend the Renewal Term shall be void, at Landlord’s election, if Tenant is in default (subject to any applicable notice and cure periods set forth in this Lease) at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension of the Term shall be applicable equal to the entire Premises and Tenant shall have no right to extend the Term for only a portion of the Premises. During the Extension TermMarket Rent, if any, all provisions of as determined in accordance with this Lease shall apply except that Tenant shall have no further option to extend the Term after the Extension Term. During the Extension Term, Tenant shall pay Annual Fixed Rent equal to ninety-five percent section (95%) of the then prevailing market rate for a five (5) year lease of office space in the greater Boston, Massachusetts “Metro-North” area comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those of this Lease as though then available for single occupancy for the Permitted Uses (or any higher and better use then being made by Tenant) in “as-is” condition or such better condition in which Tenant is required to maintain the Premises and considering all relevant factors (the parties intending and agreeing that uncommon or unusual features of other leases in the marketplace will not be considered) (the “Fair Market Rent”). Landlord shall notify Tenant of its estimate of the Fair Market Rent within ten Within thirty (10) days after Tenant exercises the extension option. Tenant shall have the option to reject by written notice Landlord’s estimate, or to withdraw its exercise of the extension option, in any case within fourteen (1430) days following delivery its receipt of Tenant’s request, Landlord shall advise Tenant of Market Rent for each year of the Renewal Term. Landlord shall determine Market Rent (including escalations for each successive year of the Renewal Term) in its reasonable judgment. Landlord’s estimate. Failure to respond within such period shall be deemed to constitute acceptance determination of Landlord’s estimate. In the event Tenant rejects Landlord’s estimate then the Fair Market Rent shall be arbitrated based, as Landlord reasonably deems appropriate, upon then current and projected rents for space in the Building, adjusted for any special conditions applicable to such space and leases, for location, length of term, amount of space and other factors Landlord deems relevant in computing rents for space in the Building, including adjustments for anticipated inflation. If Landlord and Tenant are unable to agree upon Market Rent, Tenant may nevertheless exercise its option by notifying Landlord, within 30 days from the date on which Tenant was first advised by Landlord of its initial determination of Market Rent, that Tenant has elected to exercise the Option at the Market Rent determined by Landlord subject to a reservation of Tenant’s right to arbitrate Landlord’s determination of Market Rent in accordance with the following procedurethis Section. In the event Landlord fails to notify Tenant of its estimate as provided above, If the parties shall determine Fair cannot agree in writing on Market Rent by arbitration as set forth below. Each of Landlord and TenantTenant timely exercises the Option, then within twenty thirty (2030) days after notice by Tenant disputing LandlordTenant’s estimate exercise of the Fair Market RentOption, Tenant and Landlord shall (i) submit to the other in each select a sealed envelope its final estimate of the Fair Market Rent (“Estimates”) and (ii) appoint an licensed MAI appraiser with at least ten (10) years experience as an appraiser substantial commercial leasing expertise particularly in this area of office buildings in the Greater Boston “Metro North” areaPalm Beach County, including first class suburban office buildings, Florida and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an appraiser, then the appraiser appointed by notify the other party shall be the sole appraiser for the purposes hereofof such selection. The two selected appraisers shall, within five (5) Business Days after appointment of the second appraiser, appoint shall in turn select a similar third appraiser who will determine Market Rent. The parties shall be similarly qualified. If share equally the two appraisers are unable to agree timely on the selection cost of the third appraiser, then . If either party fails to timely select an appraiser on behalf and notify the other party of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor existsselection, the most similar organization reasonably other party’s timely selected by Landlord)appraiser shall unilaterally determine Market Rent. The appraisers If Tenant elects to exercise the Option subject to its reservation to contest Market Rent, Tenant shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after the third appraiser is appointed, by selecting either of the final Estimates of the Fair Market Rent provided by Landlord and Tenant at nonetheless on the commencement of the hearingRenewal Term begin paying Base Rent at Market Rent determined by Landlord. The appraisers If Market Rent is ultimately determined to be other than the amount initially determined by Landlord, the next due payment or payments of Rent shall have no authority be appropriately adjusted to reflect such overpayment or jurisdiction underpayment retroactive to make any other determination of such amount. The cost commencement of the third appraiser Renewal Term. If Tenant exercises the Option as provided, the Expiration Date of the Lease shall be borne equally by extended for the parties length of the Renewal Term and otherwise the parties Base Rent shall bear their own costsbe adjusted to Market Rent. If Landlord should delay in giving Tenant shall fail to timely exercise the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and Option as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completedprovided, Tenant shall pay on account of Annual Fixed Rent at be deemed to have waived its right to exercise the rate established for Annual Fixed Rent for Option and to occupy the last twelve (12) months Premises beyond the initial Term of the Term (and upon Fair Market Rent being established, Tenant shall pay the same within ten (10) days of such determination, retroactively to the beginning of the Extension Term). The parties shall adjust for over or under payments within twenty (20) days after the decision of the appraisers is announced. Promptly after the Annual Fixed Rent is determined for the Extension Term, Landlord and Tenant shall enter into an amendment of this Lease confirming the extension of the Term and the new rate for Annual Fixed Rent. Tenant’s rights under this Section 2.4.1 are personal to Tenant and shall not apply to any Transferee of Tenant (other than a Transferee under a Permitted Transfer). If at any time during the Term Tenant has Transferred more than 4,000 rentable square feet of the Premises (not including Permitted Transfers), then Tenant’s rights under this Section 2.4.1 shall be null and void and of no further force or effectLease.

Extension Option. (a) Provided: (i) no Event of Default exists at the time of exercise of the renewal option or at the time of commencement of the Extension Term (as defined below); (ii) WhiteGlove Health, Inc. or an Affiliate is occupying the entire Premises; and (iii) this Lease is in full force and effect, Tenant shall have the option right to extend the Term (the “Extension Option”) for one (1) additional five term of sixty (560) year extension term months beyond the end of the initial Term (the “Extension Term”) by ). Tenant shall furnish written notice given of intent to Landlord at least nine renew no later than six (96) months before prior to the Term Expiration Date. Tenant’s election expiration of the initial Term, failing which the Extension Option shall be exerciseddeemed waived, time being of the essence. (b) The terms and Annual conditions of this Lease during the Extension Term shall remain unchanged except that: (i) the annual Fixed Rent for the Extension Term determined, as set forth below. If Tenant fails timely to exercise its option for the Extension Term, Tenant shall have no further extension rights hereunder. Tenant’s option so to extend the Term shall be void, at Landlord’s election, if Tenant is in default (subject to any applicable notice and cure periods set forth in this Lease) at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension of the Term shall be applicable to the entire Premises and Tenant shall have no right to extend the Term for only a portion of the Premises. During the Extension Term, if any, all provisions of this Lease shall apply except that Tenant shall have no further option to extend the Term after the Extension Term. During the Extension Term, Tenant shall pay Annual Fixed Rent equal to ninety-five percent (95%) of the then prevailing market rate for a five Fair Market Rent (5as defined below) year lease multiplied by the number of office space square feet of rentable area of the Premises; and (ii) Exhibit D shall be deleted in the greater Boston, Massachusetts “Metro-North” area comparable its entirety and Landlord shall have no obligation to perform any tenant improvements to the Premises or provide any tenant improvement allowance. (c) Notwithstanding anything to the contrary in terms of location within a buildingthis Lease, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially Tenant shall have no right to extend the same as those Term other than or beyond the Extension Term. (d) For purposes of this Lease as though then available for single occupancy for the Permitted Uses (or any higher and better use then being made by Tenant) in “as-is” condition or such better condition in which Tenant is required to maintain the Premises and considering all relevant factors (the parties intending and agreeing that uncommon or unusual features of other leases in the marketplace will not be considered) (the Lease, “Fair Market Rent”)” means the fair market rental rate per square foot of rentable area of the Premises (taking into account the “as is” condition of the Premises, all rent concessions and inducements, the location, quality and age of the Building, floor level, extent of leasehold improvements, extent of service to be provided, distinction between “gross” and “net” lease, or any other relevant term or condition) for a comparable lease term to comparable tenants for space of comparable size in comparable buildings with comparable quality of finish out in the area immediately surrounding the Building in the Austin, Texas Southwest submarket. If Landlord shall notify and Tenant of its estimate of cannot agree on the Fair Market Rent within ten sixty (1060) days after Tenant exercises the extension option. Tenant shall have the option to reject by written notice LandlordTenant’s estimate, or to withdraw its exercise of the extension optionExtension Option, in any case Landlord shall provide Tenant with a list of not less than three (3) but not more than five (5) independent and qualified tenant representative brokers and Tenant shall select one (1) such broker from said list and inform the other as to its selection within fourteen five (145) business days following delivery of after Tenant receives Landlord’s estimate. Failure to respond within such period list of independent and qualified tenant representative brokers (the date Tenant so informs Landlord of its selection shall be deemed referred to constitute acceptance of Landlord’s estimateherein as the “Designation Date”). In the event Tenant rejects Landlord’s estimate then the Fair Market Rent shall order to be arbitrated in accordance with the following procedure. In the event Landlord fails to notify Tenant of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate “qualified,” each of the Fair Market Rent, shall tenant representative brokers submitted by Landlord to Tenant (i) submit to the other in a sealed envelope its final estimate of the Fair Market Rent (“Estimates”) and (ii) appoint an MAI appraiser with shall have at least ten (10) years years’ leasing experience as an appraiser of office buildings in commercial leases in the Greater Boston “Metro North” areaAustin, including first class suburban office buildingsTexas Southwest submarket, (ii) shall not be affiliated with Landlord in anyway, and (iii) shall give notice of such appointment to the other partynot have represented Landlord in any real estate transaction. If either Landlord or Tenant shall fail timely to appoint an appraiser, then the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. The two appraisers shall, within Within five (5) Business Days after appointment of the second appraiser, appoint a third appraiser who shall be similarly qualified. If the two appraisers are unable to agree timely on the selection of the third appraiser, then either appraiser on behalf of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord). The appraisers shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) business days after the third appraiser is appointed, by selecting either of the final Estimates of the Fair Market Rent provided by Landlord and Tenant at the commencement of the hearing. The appraisers shall have no authority or jurisdiction to make any other determination of such amount. The cost of the third appraiser shall be borne equally by the parties and otherwise the parties shall bear their own costs. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for the last twelve (12) months of the Term (and upon Fair Market Rent being established, Tenant shall pay the same within ten (10) days of such determination, retroactively to the beginning of the Extension Term). The parties shall adjust for over or under payments within twenty (20) days after the decision of the appraisers is announced. Promptly after the Annual Fixed Rent is determined for the Extension TermDesignation Date, Landlord and Tenant shall enter into an amendment of this Lease confirming each submit to the extension selected broker and each other their respective determinations of the Term and the new rate for Annual Fixed Rent. Tenant’s rights under this Section 2.4.1 are personal to Tenant and shall not apply to any Transferee of Tenant (other than a Transferee under a Permitted Transfer). If at any time during the Term Tenant has Transferred more than 4,000 rentable square feet of the Premises (not including Permitted Transfers), then Tenant’s rights under this Section 2.4.1 shall be null and void and of no further force or effect.Fair

Extension Option. A. Landlord hereby grants to Tenant shall have the an option to extend the Term of this Lease ("Extension Option") on terms, conditions and provisions to be negotiated by Landlord and Tenant for one (1) additional period of five (5) year extension term years (the “"Extension Period"), which Extension Period shall commence on the date immediately following the last day of the initial Term”) by notice given to Landlord at least nine (9) months before the Term Expiration Date. . B. Tenant’s election 's Extension Option shall be exercised, and Annual Fixed Rent for the Extension Term determined, as set forth below. If Tenant fails timely to exercise its option for the Extension Term, Tenant shall have no further extension rights hereunder. Tenant’s option so to extend the Term shall be void, at Landlord’s election, if Tenant is in default (subject to any applicable notice and cure periods set forth in this Lease) at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension of the Term shall be applicable to the entire Premises and Tenant shall have no right to extend the Term for only a portion of the Premises. During the Extension Term, if any, all provisions of this Lease shall apply except that Tenant shall have no further option to extend the Term after the Extension Term. During the Extension Term, Tenant shall pay Annual Fixed Rent equal to ninety-five percent (95%) of the then prevailing market rate for a five (5) year lease of office space in the greater Boston, Massachusetts “Metro-North” area comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those of this Lease as though then available for single occupancy for the Permitted Uses (or any higher and better use then being made by Tenant) in “as-is” condition or such better condition in which Tenant is required to maintain the Premises and considering all relevant factors (the parties intending and agreeing that uncommon or unusual features of other leases in the marketplace will not be considered) (the “Fair Market Rent”). Landlord shall notify Tenant of its estimate of the Fair Market Rent within ten (10) days after Tenant exercises the extension option. Tenant shall have the option to reject exercisable by written notice Landlord’s estimate, or ("Tenant's Extension Notice") from Tenant to withdraw its exercise of the extension option, in any case within fourteen (14) days following delivery of Landlord’s estimate. Failure to respond within such period shall be deemed to constitute acceptance of Landlord’s estimate. In the event Tenant rejects Landlord’s estimate then the Fair Market Rent shall be arbitrated in accordance with the following procedure. In the event Landlord fails to notify Tenant of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate of the Fair Market Rent, shall (i) submit to the other in a sealed envelope its final estimate of the Fair Market Rent (“Estimates”) and (ii) appoint an MAI appraiser with at least ten (10) years experience as an appraiser of office buildings in the Greater Boston “Metro North” area, including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an appraiser, then the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. The two appraisers shall, within five (5) Business Days after appointment of the second appraiser, appoint a third appraiser who shall be similarly qualified. If the two appraisers are unable to agree timely on the selection of the third appraiser, then either appraiser on behalf of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if given no successor exists, the most similar organization reasonably selected by Landlord). The appraisers shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after the third appraiser is appointed, by selecting either of the final Estimates of the Fair Market Rent provided by Landlord and Tenant at the commencement of the hearing. The appraisers shall have no authority or jurisdiction to make any other determination of such amount. The cost of the third appraiser shall be borne equally by the parties and otherwise the parties shall bear their own costs. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for the last later than twelve (12) months prior to the expiration of the Term (and upon initial Term, time being of the essence. If not so exercised, Tenant's Extension Option shall thereupon expire. C. The Basic Rent during the Extension Period shall equal the "Fair Market Rent being established, Rental Rate" as hereinafter defined. Tenant shall continue to pay Escalation Charges for the same within ten (10) days Premises during the Extension Period in accordance with the terms of such determinationthis Lease. For purposes of this Lease, retroactively to the beginning "Fair Market Rental Rate" shall mean the rent at which the Premises would be leased for the extension of the Extension Term, in its then-existing condition, in an arms-length transaction between a willing landlord and tenant in the office space market existing in the West Loop area of downtown Chicago, Illinois (taking into account the location of the Building in such submarket) on the applicable date, taking into account all relevant facts and considerations, including base rents, rent escalations, rent abatements, allowances (such as tenant improvements, space planning, working drawing and moving allowances), commissions, operating expenses, real estate taxes and other economic terms contained in recently signed leases for premises of similar size, location and configuration in comparable buildings in the such submarket (taking into account the location of the Building in such submarket). The parties Landlord and Tenant hereby agree that the creditworthiness of tenants shall adjust for over or under payments within twenty (20) days after the decision of the appraisers is announcedbe a relevant factor in determining Fair Market Rental Rate hereunder. Promptly after the Annual Fixed Rent is determined for the Extension Term, Landlord and Tenant shall enter into an amendment of this Lease confirming negotiate the extension of the Term Basic Rent and the new rate Escalation Charges for Annual Fixed Rent. Tenant’s rights under this Section 2.4.1 are personal to Tenant and shall not apply to any Transferee of Tenant (other than a Transferee under a Permitted Transfer). If at any time during the Term Tenant has Transferred more than 4,000 rentable square feet of the Premises applicable to the Extension Period in good faith for a period of thirty (not including Permitted Transfers), then 30) days following Landlord's receipt of Tenant’s rights under this Section 2.4.1 shall be null and void and of no further force or effect.'s

Extension Option. (a) Provided that as of the date of the notice specified below and at the commencement of the Extension Term, as defined below, Tenant is not in default beyond any applicable grace period and has not previously been in default of its obligations under this Lease beyond any applicable grace period during the immediately preceding 12 months and that Tenant has not assigned this Lease or sublet more than 30% of the Premises (excluding Permitted Transfers), Tenant shall have the option right to extend the Term term of this Lease for one (1) 1 additional five (5) year extension period of 5 years, such period to begin immediately upon the expiration of the then current term of this Lease (the “"Extension Term”) by notice given "). All of the terms, covenants and provisions of this Lease shall apply to Landlord at least nine (9) months before such Extension Term except that the Term Expiration Date. Tenant’s election shall be exercised, and Annual Fixed Rent Rate for the such Extension Term determinedshall be the Fair Rental Value of the Premises at the commencement of such Extension Term, as set forth belowdesignated by Landlord. If Tenant shall elect to exercise any of the aforesaid options, it shall do so by giving Landlord notice in writing of its intention to do so not later than 15 months prior to the expiration of the then current term of this Lease. It is agreed that time is of the essence of this Section 2.3. Accordingly, if Tenant fails timely to exercise its option for any Extension Term on or before the Extension Termapplicable exercise date specified above, Tenant shall have no further extension rights hereunder. Tenant’s right or option so to extend the Term shall be void, at Landlord’s election, if Tenant is in default (subject to any applicable notice and cure periods set forth in term of this Lease) at the time Tenant elects to extend the Term Lease hereunder or at the time the Term would expire but for such extensionotherwise. The extension of Original Term and the Extension Term shall be applicable are herein together called the "term." (b) If Tenant timely and properly gives such notice with regard to the entire Premises and Tenant shall have no right to extend the Term for only a portion of the Premises. During the Extension Term, if any, all provisions the term of this Lease shall apply except be automatically extended for the Extension Term without the execution of any additional documents. (1) For the purposes hereof, the "Fair Rental Value" of the Premises shall mean the fair rental value thereof that that would be agreed upon between a landlord and a tenant executing a lease with respect to comparable space in a comparable building located in Boston, Massachusetts for a comparable term, upon all of the other business terms of this Lease assuming the following: (A) the landlord and tenant are well informed and well advised and each is acting in what it considers to be its own best interests; (B) the rental shall reflect the condition of the Premises and all residual value of any improvements to the Premises; and (C) the transaction takes into consideration the additional rent to be paid by Tenant and all applicable brokerage commissions. (2) In no event, however, shall have no further option the Fair Rental Value be less than the Annual Fixed Rent Rate in effect immediately prior to extend the Term after the Extension Term. (3) Notwithstanding anything to the contrary herein contained, the parties hereby agree that in connection with any determination of Fair Rental Value hereunder, Landlord shall have the right, exercisable by written notice to Tenant 12 on or before the time that Landlord gives Tenant its designation of Fair Rental Value hereunder : (A) to change Base Operating Costs from the amount stated in Section 1.1 to an amount equal to the actual amount of Operating Costs for the immediately preceding Lease Year; and/or (B) to change the Base Taxes from the amount stated in Section 1.1 to an amount equal to the actual amount of the 6A Payment or Taxes for the immediately preceding fiscal/tax year for which Landlord has actual data. During If Landlord exercises such right, such new base amounts shall then apply for the Extension Term and shall be taken into account in determining the Fair Rental Value. (d) If Tenant disagrees with Landlord's designation of the Fair Rental Value, and the parties cannot agree thereon, then the Fair Rental Value shall be determined by the appraisal process set forth in Article 10 hereof. (e) If Tenant exercises its right of appraisal and the appraisal has not been concluded at the commencement of the Extension Term, Tenant shall pay Annual annual Fixed Rent equal as so determined by Landlord and additional rent as provided in Section 4.2 hereof. If the Fair Rental Value as determined by appraisal is greater than or less than Fair Rental Value as determined by Landlord, then any adjustment required to ninety-five percent correct the amount previously paid shall be made by payment by the appropriate party 10 days after such determination of Fair Rental Value. (95%f) of the then prevailing market rate for a five (5) year lease of office space in the greater Boston, Massachusetts “Metro-North” area comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those Notwithstanding any contrary provision of this Lease as though then available for single occupancy for the Permitted Uses (Section 2.4 or any higher and better use then being made other provision of this Lease, any purported exercise by Tenant) in “as-is” condition or such better condition in which Tenant is required to maintain the Premises and considering all relevant factors (the parties intending and agreeing that uncommon or unusual features of other leases in the marketplace will not be considered) (the “Fair Market Rent”). Landlord shall notify Tenant of its estimate rights hereunder shall be void and of no effect unless on the date of Tenant's notice to Landlord exercising its right to extend the term for the Extension Term and on the date of commencement of the Fair Market Rent within ten Extension Term: (10i) days after this Lease is in full force and effect; (ii) Tenant exercises is not in default of any of its obligations under this Lease beyond any applicable grace period; and (iii) the extension option. original Tenant shall have hereunder (and/or the option transferee in a Permitted Transfer) continues in occupancy of at least 70% of the Premises; provided, however, that Landlord reserves the right to reject waive by written notice Landlord’s estimate, or the provisions of this paragraph with respect to withdraw its exercise of the extension option, in any case within fourteen Extension Term. (14g) days following delivery of Landlord’s estimate. Failure to respond within such period shall be deemed to constitute acceptance of Landlord’s estimate. In the event Tenant rejects Landlord’s estimate then elects to exercise the Fair Market Rent shall be arbitrated in accordance with the following procedure. In the event Landlord fails to notify Tenant of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration extension option as set forth below. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate of the Fair Market Rent, shall (i) submit to the other in a sealed envelope its final estimate of the Fair Market Rent (“Estimates”) and (ii) appoint an MAI appraiser with at least ten (10) years experience as an appraiser of office buildings in the Greater Boston “Metro North” area, including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an appraiser, then the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. The two appraisers shall, within five (5) Business Days after appointment of the second appraiser, appoint a third appraiser who shall be similarly qualified. If the two appraisers are unable to agree timely on the selection of the third appraiser, then either appraiser on behalf of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord). The appraisers shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after the third appraiser is appointed, by selecting either of the final Estimates of the Fair Market Rent provided by Landlord and Tenant at the commencement of the hearing. The appraisers shall have no authority or jurisdiction to make any other determination of such amount. The cost of the third appraiser shall be borne equally by the parties and otherwise the parties shall bear their own costs. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for the last twelve (12) months of the Term (and upon Fair Market Rent being established, Tenant shall pay the same within ten (10) days of such determination, retroactively to the beginning of the Extension Term). The parties shall adjust for over or under payments within twenty (20) days after the decision of the appraisers is announced. Promptly after the Annual Fixed Rent is determined for the Extension Term2.4, Landlord and Tenant shall agree to enter into an amendment of to this Lease confirming to confirm such exercise and to document all changes to this Lease resulting from any exercise of such option; provided, however, the execution of any such amendment shall not be a condition precedent to the valid exercise by Tenant of the extension of the Term and the new rate for Annual Fixed Rent. Tenant’s rights under this Section 2.4.1 are personal to Tenant and shall not apply to any Transferee of Tenant (other than a Transferee under a Permitted Transfer). If at any time during the Term Tenant has Transferred more than 4,000 rentable square feet of the Premises (not including Permitted Transfers), then Tenant’s rights under this Section 2.4.1 shall be null and void and of no further force or effectoption granted herein.

Extension Option. Provided that as of the date of the notice specified below, Tenant is not in default and has not previously been in default of its obligations under this Lease beyond any applicable grace period more than once, Tenant shall have the option right to extend the Term term of this Lease for one (1) additional period of five (5) year extension years, to begin immediately upon the expiration of the original term of this Lease (the “Extension Term”) by notice given to Landlord at least nine (9) months before the Term Expiration Date"extended term"). Tenant’s election shall be exercised, and Annual Fixed Rent for the Extension Term determined, as set forth below. If Tenant fails timely to exercise its option for the Extension Term, Tenant shall have no further extension rights hereunder. Tenant’s option so to extend the Term shall be void, at Landlord’s election, if Tenant is in default (subject to any applicable notice and cure periods set forth in this Lease) at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension All of the Term shall be applicable to the entire Premises terms, covenants and Tenant shall have no right to extend the Term for only a portion of the Premises. During the Extension Term, if any, all provisions of this Lease shall apply to such extended terms except that Tenant shall have no further option to extend the Term after the Extension Term. During the Extension Term, Tenant shall pay Annual Fixed Rent equal to ninety-five percent (95%) of Rate for such extension period shall be the then prevailing fair market rate at the commencement of such extended term, as designated by Landlord for a five (5) year lease of office space comparable buildings in the greater BostonBurlington area. If Tenant shall elect to exercise the aforesaid option, Massachusetts “Metro-North” area comparable it shall do so by giving Landlord notice in writing of its intention to do so not later than one (1) year prior to the Premises in terms expiration of location within a buildingthe original term of this Lease. If Tenant gives such notice, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those extension of this Lease as though then available for single occupancy for shall be automatically effected without the Permitted Uses (or execution of any higher additional documents. The original term and better use then being made by Tenant) in “as-is” condition or such better condition in which the extended term are hereinafter collectively called the "term". If the Tenant is required to maintain disagrees with Landlord's designation of the Premises market rate, and considering all relevant factors (the parties intending cannot agree upon the market rate, then the market rate shall be submitted to arbitration as follows: market rate shall be determined by impartial arbitrators, one to be chosen by the Landlord, one to be chosen by ▇▇▇▇▇▇, and agreeing that uncommon a third to be selected, if necessary, as below provided. The unanimous written decision of the two first chosen, without selection and participation of a third arbitrator, or unusual features otherwise, the written decision of other leases in the marketplace will not a majority of three arbitrators chosen and selected as aforesaid, shall be considered) (the “Fair Market Rent”)conclusive and binding upon Landlord and Tenant. Landlord and Tenant shall each notify Tenant the other of its estimate of the Fair Market Rent chosen arbitrator within ten (10) days after Tenant exercises following the extension option. Tenant call for arbitration and, unless such two arbitrators shall have reached a unanimous decision within thirty (30) days after their designations, they shall so notify the option to reject by written notice Landlord’s estimate, or to withdraw its exercise then President of the extension optionBoston Bar Association and request him to select an impartial third arbitrator, in any case who shall be another office building owner, a real estate counselor or a broker dealing with like types of properties, to determine market rate as herein defined. Such third arbitrator and the first two chosen shall hear the parties and their evidence and render their decision within fourteen thirty (1430) days following delivery the conclusion of Landlord’s estimate. Failure to respond within such period shall be deemed to constitute acceptance of Landlord’s estimate. In the event Tenant rejects Landlord’s estimate then the Fair Market Rent shall be arbitrated in accordance with the following procedure. In the event Landlord fails to hearing and notify Tenant of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate thereof. Landlord and Tenant shall share equally the expense of the Fair Market Rent, shall third arbitrator (i) submit to the other in a sealed envelope its final estimate of the Fair Market Rent (“Estimates”) and (ii) appoint an MAI appraiser with at least ten (10) years experience as an appraiser of office buildings in the Greater Boston “Metro North” area, including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an appraiser, then the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. The two appraisers shall, within five (5) Business Days after appointment of the second appraiser, appoint a third appraiser who shall be similarly qualifiedif any). If the two appraisers are unable dispute between the parties as to agree timely on the selection of the third appraiser, then either appraiser on behalf of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord). The appraisers shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after the third appraiser is appointed, by selecting either of the final Estimates of the Fair Market Rent provided by Landlord and Tenant at market rate has not been resolved before the commencement of the hearing. The appraisers shall have no authority or jurisdiction Tenant's obligation to make any other determination of pay Fixed Rent based upon such amount. The cost of the third appraiser shall be borne equally by the parties and otherwise the parties shall bear their own costs. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reasonmarket rate, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at under the Lease based upon the market rate established for Annual Fixed Rent for designated by Landlord until either the last twelve (12) months agreement of the Term (and upon Fair Market Rent being established, Tenant shall pay the same within ten (10) days of such determination, retroactively parties as to the beginning of the Extension Term). The parties shall adjust for over market rate, or under payments within twenty (20) days after the decision of the appraisers is announcedarbitrators, as the case may be, at which time Tenant shall pay any underpayment of Fixed Rent to Landlord, or Landlord shall refund any overpayment of Fixed Rent to Tenant. Promptly after In any event, the Annual Fixed Rent is determined Rate for the Extension Term, Landlord and Tenant extended term shall enter into an amendment of this Lease confirming not be less than the extension of the Term and the new rate for Annual Fixed Rent. Tenant’s rights under this Section 2.4.1 are personal Rent Rate in effect immediately prior to Tenant and shall not apply to any Transferee of Tenant (other than a Transferee under a Permitted Transfer). If at any time during the Term Tenant has Transferred more than 4,000 rentable square feet of the Premises (not including Permitted Transfers), then Tenant’s rights under this Section 2.4.1 shall be null and void and of no further force or effectsuch extended term.

Extension Option. Tenant shall have the option to extend the Term for one (1) additional five (5) three year extension term (the “"Extension Term”") by notice given to Landlord at least nine (9) six months before the Term Expiration Date. Tenant’s 's election shall be exercised, and Annual Fixed Rent for the each Extension Term shall be determined, as set forth below. If Tenant fails timely to exercise its option for the Extension Term, Tenant shall have no further extension rights hereunder. Tenant’s 's option so to extend the Term shall be void, at Landlord’s 's election, if Tenant is in default (subject to continuing beyond any applicable notice and cure periods set forth in this Leaseperiod) at the time Tenant elects to extend the Term or at the time the Term would expire but for such extension. The extension of the Term shall be applicable to the entire Premises and Tenant shall have no right to extend the Term for only a portion of the Premises. During the Extension Term, if any, all provisions of this Lease shall apply except that Tenant shall have no further option to extend the Term after the Extension Term. During the Extension Term, Tenant shall pay Annual Fixed Rent equal to ninety-five percent (95%) % of the then then-prevailing market rate for a three to five (5) year lease leases of office space in the greater Boston, Massachusetts “"Metro-North” West" area comparable to the Premises in terms of location within a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially the same as those of this Lease as though then available for single occupancy for the Permitted Uses (or any higher and better use then being made by Tenant) in “as-is” condition or such better condition in which Tenant is required to maintain the Premises and considering all relevant factors (the parties intending and agreeing that uncommon or unusual features of other leases in the marketplace will not be considered) (the “Fair Market Rent”). Landlord shall notify Tenant of its estimate of the Fair Market Rent prevailing market rate within ten (10) days after Tenant exercises the extension option. Tenant shall have the option to accept or reject by written notice Landlord’s 's estimate, or to withdraw its exercise of the extension option, in any case within fourteen (14) days following delivery of Landlord’s estimate. Failure to respond within such period shall be deemed to constitute acceptance of Landlord’s estimate. In the event Tenant rejects Landlord’s 's estimate then the Fair Market Rent prevailing market rate shall be arbitrated in accordance with the following procedure. In the event Landlord fails to notify Tenant of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s 's estimate of the Fair Market Rentprevailing market rate, shall (i) submit to the other in a sealed envelope its final estimate of the Fair Market Rent (“Estimates”) and (ii) appoint as an arbitrator an MAI appraiser with at least ten (10) years experience as an appraiser of Boston office buildings in the Greater Boston “Metro North” areabuildings, including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an appraiser, then the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. The two appraisers shall, within five (5) Business Days after appointment of the second appraiser, appoint a third appraiser who shall be similarly qualified. If the two appraisers are unable to agree timely on the selection of the third appraiser, then either appraiser on behalf of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord). The appraisers shall be charged to reach a majority written decision in accordance with the standards for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after the third appraiser is appointed, by selecting either of the final Estimates of the Fair Market Rent provided by Landlord and Tenant at the commencement of the hearing. The appraisers shall have no authority or jurisdiction to make any other determination of such amount. The cost of the third appraiser shall be borne equally by the parties and otherwise the parties shall bear their own costs. If Landlord should delay in giving the notice which begins the valuation procedures of this Section 2.4.1, or if the process should otherwise be delayed for any reason, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account of Annual Fixed Rent at the rate established for Annual Fixed Rent for the last twelve (12) months of the Term (and upon Fair Market Rent being established, Tenant shall pay the same within ten (10) days of such determination, retroactively to the beginning of the Extension Term). The parties shall adjust for over or under payments within twenty (20) days after the decision of the appraisers is announced. Promptly after the Annual Fixed Rent is determined for the Extension Term, Landlord and Tenant shall enter into an amendment of this Lease confirming the extension of the Term and the new rate for Annual Fixed Rent. Tenant’s rights under this Section 2.4.1 are personal to Tenant and shall not apply to any Transferee of Tenant (other than a Transferee under a Permitted Transfer). If at any time during the Term Tenant has Transferred more than 4,000 rentable square feet of the Premises (not including Permitted Transfers), then Tenant’s rights under this Section 2.4.1 shall be null and void and of no further force or effect.appointment

Extension Option. Provided that (i) there exists no default under this Lease, and (ii) this Lease is still in full force and effect, Tenant shall have the option to extend the Term of this Lease for one (1) additional five (5) year extension extended term (the “Extension Extended Term”), having a length of three (3) years. Tenant shall exercise such option by notice given to giving Landlord at least written notice, not sooner than twelve (12) months and not later than nine (9) months before prior to the Term Expiration Date. Tenant’s election expiration of the Term, it being agreed that time shall be exercised, and Annual Fixed of the essence with respect to the giving of such notice. The rent for the first Lease Year of Extended Term shall be equal to the Prevailing Market Rate (as hereinafter defined); provided however in no event shall the Base Rent (on a per square rentable square foot basis) for the Extended Term be less than the Base Rent for the Extension Term determined, as set forth belowfinal Lease Year of the Term. If Tenant fails timely to exercise its option "Prevailing Market Rate" for the Extension TermSuite 103A Premises shall mean the rental that Landlord would be able to obtain from a third party desiring to lease the Suite 103A Premises for the Extended Term taking into account the age of the Building, Tenant shall have no further extension rights hereunder. Tenant’s option so to extend the Term shall be voidsize, at Landlord’s electionlocation and floor levels of the Suite 103A Premises, if Tenant is in default (subject to any applicable notice the quality of construction of the Building and cure periods set forth in the Suite 103A Premises, the services provided under the terms of this Lease) at , the time Tenant elects to extend the Term or at the time the Term would expire but rental then being obtained for such extension. The extension new leases of the Term shall be applicable to the entire Premises and Tenant shall have no right to extend the Term for only a portion of the Premises. During the Extension Term, if any, all provisions of this Lease shall apply except that Tenant shall have no further option to extend the Term after the Extension Term. During the Extension Term, Tenant shall pay Annual Fixed Rent equal to ninety-five percent (95%) of the then prevailing market rate for a five (5) year lease of office space in the greater Boston, Massachusetts “Metro-North” area comparable to the Suite 103A Premises in terms the locality of location within the Building, and all other factors that would be relevant to a building, finish, age, building quality and amenities for a tenant of equal size and financial strength as Tenant, under terms and conditions substantially third party desiring to lease the same as those of this Lease as though then available for single occupancy Suite 103A Premises for the Permitted Uses Extended Term in determining the rental such party would be willing to pay therefor, including free rent, tenant improvement allowances, leasing commissions and signing bonuses. Prevailing Market Rate shall be determined based on new rentals for similar space with standard tenant improvement allowances and standard leasing commissions. No later than one hundred twenty (or any higher and better use then being made by Tenant120) in “as-is” condition or such better condition in which Tenant is required days prior to maintain commencement of the Premises and considering all relevant factors (the parties intending and agreeing that uncommon or unusual features of other leases in the marketplace will not be considered) (the “Fair Market Rent”). Extended Term, Landlord shall notify Tenant of its estimate Landlord's determination of the Fair Prevailing Market Rent Rate to be used to calculate the annual rent for the Extended Term. If ▇▇▇▇▇▇ wishes to dispute ▇▇▇▇▇▇▇▇'s determination, Tenant shall give notice to Landlord of Tenant's intent to submit the matter to the appraisal process described below within twenty (20) days after receipt of notice of ▇▇▇▇▇▇▇▇'s determination. If Tenant so elects, then within fifteen (15) days after the date of Tenant's notice of its election to submit the matter to the appraisal process, each party, at its cost, shall engage a real estate appraiser or commercial real estate broker (together “appraisers”) to act on its behalf in determining the Prevailing Market Rate for the Suite 103A Premises for the Extended Term. The appraisers shall have at least five (5) years’ commercial experience in the metropolitan area in which the Buildings are located. If a party does not appoint an appraiser within fifteen (15) days after the other party has given notice of the name of its appraiser, the single appraiser appointed shall be the sole appraiser and shall set the Prevailing Market Rate for the Suite 103A Premises for the Extended Term. If the two appraisers are appointed by the parties as stated in this Section 2.6, such appraisers shall meet promptly and attempt to set the Prevailing Market Rate for the Suite 103A Premises for the Extended Term. If such appraisers are unable to agree within thirty (30) days after appointment of the second appraiser, if the lower appraisal is ninety percent (90%) or more of the higher appraisal, then fifty percent (50%) of the difference shall be added to the lower appraisal and that total shall be the Prevailing Market Rate. If the lower appraisal is less than ninety percent (90%) of the higher appraisal, the appraisers shall elect a third appraiser meeting the qualifications stated in this paragraph within ten (10) days after Tenant exercises the extension option. Tenant shall have the option to reject by written notice Landlord’s estimate, or to withdraw its exercise of the extension option, in any case within fourteen (14) days following delivery of Landlord’s estimate. Failure to respond within such period shall be deemed to constitute acceptance of Landlord’s estimate. In the event Tenant rejects Landlord’s estimate then the Fair Market Rent shall be arbitrated in accordance with the following procedure. In the event Landlord fails to notify Tenant of its estimate as provided above, the parties shall determine Fair Market Rent by arbitration as set forth below. Each of Landlord and Tenant, within twenty (20) days after notice by Tenant disputing Landlord’s estimate of the Fair Market Rent, shall (i) submit to the other in a sealed envelope its final estimate of the Fair Market Rent (“Estimates”) and (ii) appoint an MAI appraiser with at least ten (10) years experience as an appraiser of office buildings in the Greater Boston “Metro North” area, including first class suburban office buildings, and shall give notice of such appointment to the other party. If either Landlord or Tenant shall fail timely to appoint an appraiser, then the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. The two appraisers shall, within five (5) Business Days after appointment of the second appraiser, appoint a third appraiser who shall be similarly qualified. If last date the two appraisers are unable given to agree timely on set the selection of the third appraiser, then either appraiser on behalf of both may request such appointment from the President of the local chapter of the Appraisal Institute (or its successor organization, or if no successor exists, the most similar organization reasonably selected by Landlord). The appraisers shall be charged to reach a majority written decision in accordance with the standards Prevailing Market Rate for the Fair Market Rent as provided in this Section 2.4.1, within twenty (20) days after the third appraiser is appointed, by selecting either of the final Estimates of the Fair Market Rent provided by Landlord and Tenant at the commencement of the hearing. The appraisers shall have no authority or jurisdiction to make any other determination of such amountSuite 103A Premises. The cost of the third appraiser shall be borne apportioned equally between Landlord and Tenant. Within thirty (30) days after the selection of the third appraiser, the third appraiser shall render a separate appraisal. The rental values and terms arrived at by the parties three appraisers shall be averaged, and otherwise the resulting average shall be deemed the Prevailing Market Rate for the Suite 103A Premises for the Extended Term. However, in the event that the Prevailing Market Rate arrived at in any of the appraisals is more than ten percent (10%) higher or lower than the middle appraised Prevailing Market Rate, such high or low appraisal or appraisals shall be discarded and the remaining two appraised values shall be averaged, if there are two, or the remaining one appraised value shall be used, if there is one. If either by agreement of the parties shall bear their own costs. If Landlord should delay in giving or by appraisal the notice which begins Prevailing Market Rate is not finally determined by the valuation procedures commencement of this Section 2.4.1, or if the process should otherwise be delayed for any reasonExtended Term, then such procedures shall nevertheless remain in effect and be applicable when and as invoked with respect to Annual Fixed Rent payable during the Extension Term; but until such procedures are completed, Tenant shall pay on account make monthly payments of Annual Fixed Base Rent at the rate established for Annual Fixed Rent equal to the mathematical average of the rate designated by Landlord and the rate proposed by ▇▇▇▇▇▇’s appraiser, until such time as the Prevailing Market Rate is finally determined by agreement of the parties or by an appraiser. If the monthly Prevailing Market Rate as finally determined for the last twelve (12) months of Extended Term exceeds the Term (and upon Fair Market Rent being establishedmonthly amount previously paid by Tenant for the Extended Term, Tenant shall forthwith pay the same difference to Landlord for each of the months Tenant paid the lesser amount within ten thirty (1030) days of such determination, retroactively to the beginning determination of the Extension Term)Prevailing Market Rate. The parties shall adjust for over or under payments within twenty (20) days after If the decision of the appraisers is announced. Promptly after the Annual Fixed Rent is monthly Prevailing Market Rate as finally determined for the Extension Extended Term is less than the monthly amount previously paid by Tenant for the Extended Term, Landlord and shall forthwith pay the difference to Tenant shall enter into an amendment of this Lease confirming the extension for each of the Term and months Tenant paid the new rate for Annual Fixed Rent. Tenant’s rights under this Section 2.4.1 are personal to Tenant and shall not apply to any Transferee of Tenant greater amount within thirty (other than a Transferee under a Permitted Transfer). If at any time during the Term Tenant has Transferred more than 4,000 rentable square feet 30) days of the Premises (not including Permitted Transfers), then Tenant’s rights under this Section 2.4.1 determination of the Prevailing Market Rate. 8. The following shall be null and void and of no further force or effect.added as new Section 2.7: