Common use of Options to Extend Term Clause in Contracts

Options to Extend Term. Tenant shall have the right to be exercised as hereinafter provided, to extend the term of the Lease for the following additional periods: (a) the first option, if exercised, shall extend the term of the Lease for the period from April 1, 2006 through December 31, 2010, and (b) the second option, if exercised, shall extend the term of the Lease for the period from January 1, 2011 through December 31, 2015. Said extensions shall be upon all of the terms and conditions of the Lease, except as modified by the following terms and conditions: (a) That Tenant is not then in default under any of the terms, covenants, conditions, provisions or agreements of this Lease or the Sublease; (b) Tenant shall exercise its right to extend the term of the Lease by notifying Landlord not less than one (1) year prior to the termination of the original term (or previously extended term) of the Lease of Tenant's election to exercise such right, otherwise said option (including any options for further extensions of the term) shall be null and void; and (c) The new rental shall be subject to the mutual agreement of both Landlord and Tenant but in no event shall the rental be less than the then fair market value of the Leased Premises. The parties shall have thirty (30) days after Landlord receives Tenant's notice in which to agree on the new rental for the extended term. If Landlord and Tenant are unable to agree on the new rental for the extended term within said 30-day period, then, within ten (10) days thereafter, Landlord and Tenant will each choose an appraiser to determine the fair market rental value of the Leased Premises by giving notice to the other party of the identity of the appraiser it selected. If a party does not appoint an appraiser within such ten day period, the single appraiser appointed shall be the sole appraiser and shall set the new base rental for the extended term. If the two appraisers are appointed by the parties as stated in this paragraph, they shall meet promptly and attempt to set the new rental for the extended term. If they are unable to agree within twenty (20) days after the second appraiser has been appointed, they shall select a third impartial appraiser meeting the qualifications stated in this paragraph within five (5) days after the aforesaid twenty (20) day period; if the two appraisers are unable to agree upon the third appraiser, either party may apply to the Presiding Judge of the San Francisco Superior Court for appointment of the third appraiser meeting the qualifications described below. Each of the parties shall bear one-half of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser shall be a person who has not previously acted in any capacity for either party. All of the appraisers shall be California licensed real estate brokers with at least ten (10) years experience leasing office space in San Francisco. Within fifteen (15) days after the selection of the third appraiser, a majority of the appraisers shall set the new rental for the extended term. If a majority of the appraisers are unable to set the rental within the stipulated period of time, the three appraisals shall be added together and their total divided by three; the resulting quotient shall be the rental for the Leased Premises during the extended term. After the new rental for the extended term has been set, the appraisers shall immediately notify the parties and Landlord and Tenant shall promptly enter into an amendment of the Sublease setting forth said new rental.

Options to Extend Term. Tenant shall have If this Lease has not been cancelled or ------------------------ terminated prior to March 31, 2002, and if the right to be exercised as hereinafter providedLessee is at the time of exercise and through March 31, 2002, in possession of the Premises and is not at the time of exercise and through March 31, 2002 in default of any of terms, covenants or conditions of this Lease, Lessee is hereby granted two (2) options to extend the term Term of this Lease for two (2) additional terms of five (5) years each from and after March 31, 2002; provided that Lessee gives written notice to Lessor of the Lease for exercise of each option of extension at least one hundred twenty (120) days prior to the following additional periods: (a) the first option, if exercised, shall extend the term expiration of the Lease for the period from April 1, 2006 through December 31, 2010, and (b) the second option, if exercised, shall extend the term of the Lease for the period from January 1, 2011 through December 31, 2015preceding Term. Said extensions shall be upon all of the The terms and conditions of the LeaseLease during the extended five (5) year option periods shall be the same as herein contained, except as modified by that the following terms and conditions: monthly Base Rent shall be increased to ninety-five percent (a) That Tenant is not then in default under any of the terms, covenants, conditions, provisions or agreements of this Lease or the Sublease; (b) Tenant shall exercise its right to extend the term of the Lease by notifying Landlord not less than one (1) year prior to the termination of the original term (or previously extended term95%) of the Lease of Tenant's election to exercise such right, otherwise said option (including any options for further extensions then prevailing fair rental value as of the term) commencement date of each option period, which shall be null mutually agreed upon by Lessor and void; and (c) The new Lessee, if possible. However, no reevaluation shall result in a rental shall be subject to the mutual agreement of both Landlord and Tenant but in no event shall the rental be rate less than that established for the prior rental period. In the event that Lessor and Lessee cannot mutually agree upon the then prevailing fair market rental value of the Leased Premises, the determination of the fair rental value as of the commencement date of each option period shall be based upon an appraisal by an S.I.R. broker or an M.A.I. appraiser acceptable to both Lessor and Lessee to the Los Angeles Chapter of the American Arbitration Association. All costs and fees of said broker or of the American Arbitration Association shall be borne equally by Lessor and Lessee. The parties fair rental value shall have be increased during the second thirty (30) days after Landlord receives Tenant's notice in which to agree on the new rental for the extended term. If Landlord and Tenant are unable to agree on the new rental for the extended term within said 30-day period, then, within ten (10) days thereafter, Landlord and Tenant will months of each choose an appraiser to determine the fair market rental value of the Leased Premises by giving notice to the other party of the identity of the appraiser it selected. If a party does not appoint an appraiser within such ten day period, the single appraiser appointed shall be the sole appraiser and shall set the new base rental for the extended term. If the two appraisers are appointed by the parties as stated in this paragraph, they shall meet promptly and attempt to set the new rental for the extended term. If they are unable to agree within twenty (20) days after the second appraiser has been appointed, they shall select a third impartial appraiser meeting the qualifications stated in this paragraph within five (5) days after year extended term, the aforesaid twenty (20) day period; if amount of such increases to be agreed upon at the two appraisers are unable to agree upon time the third appraiserfair rental value is established. Except as expressly set forth herein, either party may apply to the Presiding Judge all other terms and conditions of the San Francisco Superior Court for appointment Lease shall remain unaffected by this Amendment, and are hereby ratified and affirmed. GOLKAR ENTERPRISES, LTD. MOTORCAR PARTS & ACCESSORIES, INC. -------------------------------- ---------------------------------- BY: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ GENERAL PARTNER DATED: _________________________ DATED: ___________________________ [Exhibit A is a floor plan of the third appraiser meeting leased premises and adjacent parking area.] Exhibit B 1. Upgrade power to meet Lessee's requirements not to exceed 3,000 AMPS, 277/480 volt 3 phase power, exact amount of power and location to be agreed upon by Lessor and Lessee. 2. Complete installation of 400 watt metal halide light fixtures in balance of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and replace existing lighting at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ with 400 watt metal halide lighting fixtures; both lighting grids to be the qualifications described belowsame as those existing at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇. 3. Each Construct additional restrooms to accommodate requirements for a total of the parties shall bear one-half of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser shall be a person who has not previously acted in any capacity for either party. All of the appraisers shall be California licensed real estate brokers with at least ten (10) years experience leasing office space in San Francisco. Within fifteen (15) days after the selection of the third appraiser, a majority of the appraisers shall set the new rental 400 employees for the extended term. If a majority of the appraisers are unable to set the rental within the stipulated period of timeentire Premises, the location to be mutually agreed upon by the Lessor and Lessee per the approximate location indicated on the attached plan. 4. Remove excess offices (both levels) in easterly side of ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (see plan) and modify sprinklers and lighting to match existing high bay warehouse. 5. Paint and recarpet remaining office areas at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ after removing demountable partitions as shown on plan. 6. Remove most of lab area in northeast side as agreed upon by Lessor and Lessee. 7. Add six (6) dock levelers at locations to be specified by Lessee. 8. Reopen three appraisals shall be added together (3) existing openings between 2929 and their total divided by three; ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇. 9. Patch and repaint existing east-west partition separating high bay space. 10. Install fire sprinkler earthquake bracing in areas not already in compliance. [Exhibit B includes a floor plan depicting the resulting quotient shall be the rental planned tenant improvements.] [LETTERHEAD OF MOTORCAR PARTS & ACCESSORIES, INC.] November 14, 1996 ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇., Suite 600 Los Angeles, California 90049 Re: ▇▇▇▇-▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Dear ▇▇▇▇▇: At long last, attached please find four (4) executed Lease Addendums for the Leased Premises during the extended termabove-referenced property for your review and execution. After the new rental for the extended term has We appreciate your patience while we have been set, the appraisers shall immediately notify the parties and Landlord and Tenant shall promptly enter into an amendment of the Sublease setting forth said new rentalfinalizing various issues concerning our occupancy.

Options to Extend Term. (a) Tenant shall have the right to be exercised as hereinafter provided, option (collectively the "Extension Options") to extend the term of the Lease Term, for the following two (2) additional periods: periods (aeach an "Option Term") the first option, if exercised, shall extend the term of the Lease for the period from April 1, 2006 through December 31, 2010, and (b) the second option, if exercised, shall extend the term of the Lease for the period from January 1, 2011 through December 31, 2015. Said extensions shall be upon all of the terms and conditions of the Lease, except as modified by the following terms and conditions: (a) That Tenant is not then in default under any of the terms, covenants, conditions, provisions or agreements of this Lease or the Sublease; (b) Tenant shall exercise its right to extend the term of the Lease by notifying giving Landlord not less than one (1) year prior to the termination of the original term (or previously extended term) of the Lease written notice of Tenant's election to exercise such right, otherwise said option each Extension Option not more than nine (including any options for further extensions 9) months before the then scheduled expiration of the termTerm and not less than six (6) months before the then scheduled expiration of the Term; provided that if there exists an uncured Event of Default on Tenant's part either at the time of the exercise of such Extension Option or at the time that the Option Period would commence, Landlord may cancel Tenant's exercise of such Extension Options in which case such Extension Option and any other Extension Options granted by this Lease shall terminate and be of no further force or effect. (b) The first Option Period will extend the Term for a period commencing the day following the expiration of the original Term of this Lease (the "First Option Commencement Date") and ending on June 30, 2006 (the "First Option Term"). The Monthly Rent for the First Option Term shall be null as follows: Period: Monthly Rent per RSF: ------- --------------------- Building / Warehouse First Option Commencement Date-December 31, 2002 $.95 / $.475 January 1, 2003-June 30,2004 $1.00 / $.50 July l, 2004-December 31, 2005 $1.05 / $.525 January 1, 2006-June 30, 2006 $l.l0 / $.55 Except for the Monthly Rent, the lease of the Premises for the First Option Term shall be on the same terms and void; andconditions as are contained in this Lease. (c) The new rental Second Option Term will extend the First Option Term for a period commencing the day following the expiration of the First Option Term and ending on June 30, 2011 (the "Second Option Term"). The Monthly Rent for the Second Option Term shall be subject to the mutual agreement of both Landlord and Tenant but determined in no event shall the rental be less than the then fair market value of the Leased Premises. The parties shall have thirty accordance with Section 42 hereof. (30d) days after Landlord receives Tenant's notice in which to agree on the new rental for the extended term. If Landlord and Tenant are unable to agree on the new rental for the extended term within said 30-day period, then, within ten (10) days thereafter, Landlord and Tenant will each choose an appraiser to determine the fair market rental value of the Leased Premises by giving notice to the other party of the identity of the appraiser it selected. If a party does not appoint an appraiser within such ten day period, the single appraiser appointed shall be the sole appraiser and shall set the new base rental for the extended term. If the two appraisers are appointed by the parties as stated in this paragraph, they shall meet promptly and attempt to set the new rental for the extended term. If they are unable to agree within twenty (20) days after the second appraiser has been appointed, they shall select a third impartial appraiser meeting the qualifications stated in this paragraph within five (5) days after the aforesaid twenty (20) day period; if the two appraisers are unable to agree upon the third appraiser, either party may apply to the Presiding Judge of the San Francisco Superior Court for appointment of the third appraiser meeting the qualifications described below. Each of the parties Extension Options are personal to the named tenant herein and any Transfer of such tenant's interest in the Lease (other than a Permitted Transfer), whether or not consented to by Landlord, shall bear one-half cause such Extension Option and any subsequent Extension Option to terminate and be of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser shall be a person who has not previously acted in any capacity for either party. All of the appraisers shall be California licensed real estate brokers with at least ten (10) years experience leasing office space in San Francisco. Within fifteen (15) days after the selection of the third appraiser, a majority of the appraisers shall set the new rental for the extended term. If a majority of the appraisers are unable to set the rental within the stipulated period of time, the three appraisals shall be added together and their total divided by three; the resulting quotient shall be the rental for the Leased Premises during the extended term. After the new rental for the extended term has been set, the appraisers shall immediately notify the parties and Landlord and Tenant shall promptly enter into an amendment of the Sublease setting forth said new rentalno further force or effect.

Options to Extend Term. Tenant shall have Lessor hereby grants to Lessee the right to be exercised as hereinafter provided, following options (the "Options") to extend the term of the this Lease for the following additional periods: two successive five-year periods (a) the first optioneach an "Option Period"), if exercised, shall extend the term each commencing upon expiration of the Lease for the period from April 1then current term, 2006 through December 31, 2010, upon each and (b) the second option, if exercised, shall extend the term of the Lease for the period from January 1, 2011 through December 31, 2015. Said extensions shall be upon all of the terms and conditions of the Lease, except as modified by the following terms and conditions: (a) That Tenant is not then in default under any Each Option shall be exercised by written notice of exercise given to and actually received by Lessor on a date that precedes the expiration of the termsthen current term by at least 9, covenants, conditions, provisions or agreements of this Lease or the Sublease;and not more than 12 months. (b) Tenant shall exercise its right to extend the term The provisions of Paragraph 39 of the Lease by notifying Landlord not less than one (1) year prior Lease, including the provision relating to defaults of Lessee set 12 forth in Paragraph 39.4, shall govern the termination exercise of the original term (or previously extended term) of the Lease of Tenant's election to exercise such right, otherwise said option (including any options for further extensions of the term) shall be null and void; andeach Option. (c) Except where specifically modified by this Paragraph 48, all of the terms and conditions of this Lease (including without limitation the Consumer Price Index rent adjustments provided for in Paragraph 4.1 of the Lease) shall apply during the term of an Option. (d) The new initial fixed monthly rental payable pursuant to Paragraph 4.1 of the Lease during each Option period shall be the "Fair Rental Value" of the Premises, meaning the monthly rental rate per square foot of rentable area prevailing at the time the term of each Option period commences for comparable manufacturing and distribution space similarly situated in Orange County that is thenbeing leased, multiplied by the greater of 140,000 square feet or the net rentable area of the Premises,with appropriate adjustments for comparison rentals that are not on a triple-net basis. Lessor shall notify Lessee in writing on or before the date that is three months prior to commencement of each Option period of Lessor's statement of Fair Rental Value. If Lessee in good faith disputes Lessor's determination of Fair Rental Value as so indicated, Lessee shall so notify Lessor in writing within 10 days following receipt of Lessor's statement. If such dispute is not resolved by negotiation between the parties within 15 days after such notice of dispute is given, Lessee may elect to submit Fair Rental Value to determination by appraisal pursuant to subparagraph 48(e) below. If Lessee fails to make such election in writing within 10 days following the close of such 15-day negotiation period, Lessee shall be deemed to have accepted Lessor's determination of Fair Rental Value. If an Option period commences prior to such determination by appraisal, Lessee shall pay rental when due based upon Lessor's determination of Fair Rental Value, subject to retroactive adjustment between the mutual agreement of both Landlord and Tenant but parties in no the event shall the rental a determination by appraisal is different from Lessor's determination. (e) If Fair Rental Value is to be less than the then fair market value determined by appraisal, within 10 days after expiration of the Leased Premises. The parties 15-day negotiation period, Lessor and Lessee shall have thirty (30) days after Landlord receives Tenant's each appoint as an appraiser an independent real estate broker with at least 10 years experience in the leasing of manufacturing and distribution space in the Orange County area, or a similarly qualified real estate appraiser, and give notice in which of such appointment to agree on the new rental for the extended termother. If Landlord and Tenant are unable either Lessor or Lessee shall fail to agree on the new rental for the extended term within said 30-day period, then, within ten (10) days thereafter, Landlord and Tenant will each choose an appraiser to determine the fair market rental value of the Leased Premises by giving notice to the other party of the identity of the appraiser it selected. If a party does not appoint an appraiser within such ten day periodin timely fashion, the single appointed appraiser appointed shall select the second appraiser within 10 days after the failure of Lessor or Lessee, as the case may be, to appoint. Such appraisers shall, within 30 days after the appointment of the last of them to be appointed, complete their determination of Fair Rental Value and submit their appraisal reports to Lessor and Lessee. If the valuations vary by 5% or less of the higher value, the Fair Rental Value shall be the sole appraiser and shall set average of the new base rental for the extended termtwo valuations. If the valuations vary by more than 5% of the higher value, the two appraisers are appointed by shall, within 10 days after submission of the parties as stated in this paragraphlast appraisal report, they appoint a third appraiser who shall meet promptly and attempt to set the new rental for the extended termbe similarly qualified. If they are unable to agree within twenty (20) days after the second appraiser has been appointed, they shall select a third impartial appraiser meeting the qualifications stated in this paragraph within five (5) days after the aforesaid twenty (20) day period; if the two appraisers are unable to agree upon timely on the selection of a third appraiser, then either appraiser, on behalf of both, may request such appointment by the presiding Judge of the United States District Court for the Central District of California. Such appraiser shall, within 30 days after appointment, make a determination of Fair Rental Value and submit the appraisal report to Lessor and Lessee. The Fair Rental Value shall be as determined by the third appraiser, either party may apply to unless it is less than the Presiding Judge valuations set forth in the lower appraisal previously obtained, in which case the valuation set forth in the lower appraisal shall be controlling, or unless it is greater than the valuation set forth in the higher appraisal previously obtained, in which case the valuation set forth in the higher appraisal shall be controlling. Lessor and Lessee shall each pay the fees of their respective appraisers, and the San Francisco Superior Court for appointment fees of the third appraiser meeting the qualifications described below. Each of the parties appraisal shall bear be paid one-half by Lessor and one- half by Lessee. (f) Notwithstanding the foregoing, Fair Rental Value, whether determined pursuant to Lessor's statement or by appraisal, shall in no event be less than the fixed monthly rental applicable to the Rent Period immediately preceding the commencement of the cost of appointing Option period, increased by the third appraiser and of paying percentage increase in the third appraiser's fee. The third appraiser shall be a person who has not previously acted Consumer Price Index as provided in any capacity for either party. All of the appraisers shall be California licensed real estate brokers with at least ten (10) years experience leasing office space in San Francisco. Within fifteen (15) days after the selection of the third appraiser, a majority of the appraisers shall set the new rental for the extended term. If a majority of the appraisers are unable to set the rental within the stipulated period of time, the three appraisals shall be added together and their total divided by three; the resulting quotient shall be the rental for the Leased Premises during the extended term. After the new rental for the extended term has been set, the appraisers shall immediately notify the parties and Landlord and Tenant shall promptly enter into an amendment of the Sublease setting forth said new rental.Paragraph 4.1

Options to Extend Term. Tenant shall have the right to be exercised as hereinafter provided, to extend the term of the Lease for the following additional periods: (a) the first option, if exercised, shall extend the term of the Lease for the period from April 1, 2006 through December 31, 2010, and (b) the second option, if exercised, shall extend the term of the Lease for the period from January 1, 2011 through December 31, 2015. Said extensions shall be upon all of the terms and conditions of the Lease, except as modified by the following terms and conditions: (a) That Tenant Provided Lessee is not then in default under any of default, Lessee shall have the terms, covenants, conditions, provisions or agreements of this Lease or the Sublease; (b) Tenant shall exercise its right to extend the term of this Lease for two (2) successive periods, the first of which shall be for ten (10) full Lease Years commencing on the day following the expiration date of the Initial Term of this Lease, and the second of which shall be for five (5) full Lease Years commencing on the day following the expiration of the first extended term, in the event such first option has been exercised by notifying Landlord not less Lessee. (b) Each such option shall be exercised, if at all, by written notice given by Lessee to Lessor no earlier than one twelve (112) year months and no later than six (6) months prior to the termination commencement date of the original term (or previously extended term) of the Lease of Tenant's election to exercise such right, otherwise said each respective option (including any options for further extensions of the term) shall be null and void; and (c) The new rental shall be subject to the mutual agreement of both Landlord and Tenant but in no event shall the rental be less than the then fair market value of the Leased Premisesperiod. The parties shall have Within thirty (30) days after Landlord receives Tenantthe exercise of any such option by Lessee, Lessor shall provide Lessee with Lessor's notice in which to agree on the new rental for the extended term. If Landlord and Tenant are unable to agree on the new rental for the extended term within said 30-day period, then, within ten (10) days thereafter, Landlord and Tenant will each choose an appraiser to determine the fair market rental value initial determination of the Leased Premises by giving notice rental adjustment to be effective during the extension period as provided in Section 2.02 below, subject to the other party arbitration provisions of the identity of the appraiser it selected. If a party does not appoint an appraiser Section 2.06 below if Lessee disagrees with such initial determination within such ten day period, the single appraiser appointed shall be the sole appraiser and shall set the new base rental for the extended term. If the two appraisers are appointed by the parties as stated in this paragraph, they shall meet promptly and attempt to set the new rental for the extended term. If they are unable to agree within twenty thirty (2030) days after the second appraiser has been appointed, they shall select a third impartial appraiser meeting the qualifications stated in this paragraph within five receipt thereof. Within thirty (530) days after final determination of such rental adjustment (whether by mutual agreement or by arbitration), Lessee may elect to terminate this Lease and thereby cancel its exercise of such option to extend by giving written notice to Lessor, said termination to be effective on (i) the aforesaid twenty day the Initial Term or first extended term, as the case may be, expires or (20ii) on the 180th day period; if following the two appraisers are unable giving of said notice, whichever last occurs. Pending the determination of the rental adjustment and, in the event Lessee exercises its right to agree upon terminate after final determination of the third appraiserrental adjustment, either party may apply prior to the Presiding Judge effective date of such termination, the monthly rent being paid by Lessee immediately before the rental adjustment shall continue to be paid by Lessee to Lessor, and any difference in the monthly rent actually paid and that due for any period subsequent to the expiration of the San Francisco Superior Court Initial Term or first extended term, as the case may be, shall, when determined, be paid promptly to Lessor. In the event this Lease shall have expired or been terminated, Lessee shall thereafter have no right or privilege of extending this Lease, and notwithstanding anything to the contrary contained in this Section 1.03, the failure of Lessee to exercise the option for appointment of the third appraiser meeting the qualifications described below. Each of the parties shall bear one-half of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser first extension period shall be conclusively presumed to be a person who has not previously acted in waiver by Lessee of its rights to exercise the option for any capacity for either party. subsequent extension period. (c) All of the appraisers terms, covenants and conditions provided herein with respect to the Initial Term shall be California licensed real estate brokers with at least ten (10) years experience leasing office space in San Francisco. Within fifteen (15) days after apply during each such extension period, including without limitation, the selection adjustment of the third appraiser, a majority annual Minimum Rent upon the expiration of the appraisers shall set the new rental for the extended term. If a majority of the appraisers are unable to set the rental within the stipulated period of time, the three appraisals shall be added together and their total divided by three; the resulting quotient shall be the rental for the Leased Premises during the extended term. After the new rental for the extended term has been set, the appraisers shall immediately notify the parties and Landlord and Tenant shall promptly enter into an amendment of the Sublease setting forth said new rentaleach fifth (5th) Lease Year as provided in Section 2.02 below.

Options to Extend Term. Tenant (a) Subtenant shall have the right to be exercised as hereinafter provided, two (2) options to extend the term Term of the Lease for the following additional periods: (a) the first option, if exercised, shall extend the term of the Lease for the period from April 1, 2006 through December 31, 2010, and (b) the second option, if exercised, shall extend the term of the Lease for the period from January 1, 2011 through December 31, 2015. Said extensions shall be this Sublease upon all of the terms and conditions contained herein, except that the Base Rent for the renewal terms shall be ninety-five percent (95%) of the Lease"Fair Market Rental Rate" (as defined below) for the applicable period. The first Option shall be to extend the Term for twenty-four (24) months, except and is referred to as modified by the following terms "First Renewal Option." The second Option shall be to further extend the Term to January 24, 2013, and conditions: (a) That Tenant is not then in default under any of referred to as the terms, covenants, conditions, provisions or agreements of this Lease or "Second Renewal Option." The First Renewal Option and the Sublease;Second Renewal Option are collectively referred to as the "Renewal Options." (b) Tenant Subtenant shall provide binding written notice to Sublandlord of Subtenant's exercise its right to extend the term of the Lease by notifying Landlord not less either of said Renewal Options ("Subtenant's Renewal Notice") no later than one nine (19) year months, nor earlier than twelve (12) months, prior to the termination expiration of the original term (or previously extended term) of the Lease of Tenant's election to exercise such right, otherwise said option (including any options for further extensions of the term) shall be null and void; and (c) The new rental shall be subject to the mutual agreement of both Landlord and Tenant but in no event shall the rental be less than the then fair market value of the Leased Premisesthen-current Term. The parties shall have Within thirty (30) days after Landlord receives Tenantreceipt of Subtenant's notice in which to agree on Renewal Notice, Sublandlord will advise Subtenant of Sublandlord's estimate of the new rental for the extended termFair Market Rental Rate. If Landlord and Tenant are unable Subtenant agrees with Sublandlord's estimate, or if Subtenant fails to agree on the new rental for the extended term respond to Sublandlord's estimate of Fair Market Rental Rate within said thirty (30-day period, then, within ten (10) days thereafter, Landlord and Tenant will each choose an appraiser to determine the fair market rental value of the Leased Premises by giving notice to the other party of the identity of the appraiser it selected. If a party does not appoint an appraiser within such ten day period, the single appraiser appointed shall be the sole appraiser and shall set the new base rental for the extended term. If the two appraisers are appointed by the parties as stated in this paragraph, they shall meet promptly and attempt to set the new rental for the extended term. If they are unable to agree within twenty (20) days after the second appraiser has been appointedreceipt thereof, they Sublandlord's estimate shall select be binding. If Subtenant does so respond and offers a third impartial appraiser meeting the qualifications stated in this paragraph within five (5) days after the aforesaid twenty (20) day period; different Fair Market Rental Rate, and if the two appraisers parties are unable to agree upon the Fair Market Rental Rate within thirty (30) days after such response by Subtenant (the "Negotiation Period"), then such dispute shall be settled by arbitration as described below. (c) If Sublandlord and Subtenant are unable to agree upon the Fair Market Rental Rate within the Negotiation Period, then the dispute shall proceed to arbitration. The arbitration procedure shall commence when either party submits the matter to arbitration. Not later than ten (10) days after the arbitration procedure has commenced, each party shall appoint an arbitrator and notify the other party of such appointment by identifying the appointee. Each party hereto agrees to select as its respective appointee a licensed real estate broker, who is an individual of substantial experience with respect to office building ownership, management and marketing in Santa Clara County, which person shall not be regularly employed or have b▇▇▇ ▇etained during the last two (2) years as a consultant by the party selecting such person. Neither party may consult directly or indirectly with any arbitrator regarding the Fair Market Rental Rate prior to appointment, or after appointment, outside the presence of the other party. The arbitration shall be conducted under the provisions of the commercial arbitration rules of the American Arbitration Association. Not later than (10) days after both arbitrators are appointed, each party shall separately, but simultaneously, submit in a sealed envelope to each arbitrator their separate suggested Fair Market Rental Rate and shall provide a copy of such submission to the other party. The two (2) selected arbitrators, after reviewing such submissions, shall determine whether Sublandlord's or Subtenant's estimate of the Fair Market Rental Rate is closer to the actual Fair Market Rental Rate for the Premises. If both arbitrators agree that one of said declared estimates is closer to the actual Fair Market Rental Rate, they shall declare that estimate to be the Fair Market Rental Rate, and their decision shall be final and binding upon the parties. If the two (2) selected arbitrators are unable to agree that one of the declared estimates is closer to the actual Fair Market Rental Rate, within thirty (30) days after receipt of Sublandlord's and Subtenant's submitted estimates, then the arbitrators shall inform the parties. Unless the parties shall both otherwise then direct, said arbitrators shall select a third appraiserarbitrator, not later than ten (10) days after the expiration of said thirty (30) day period. If no arbitrator is selected within such ten (10) day period, either party may apply immediately petition a court with appropriate jurisdiction to the Presiding Judge of the San Francisco Superior Court for appointment of the appoint such third appraiser meeting the qualifications described below. Each of the parties shall bear one-half of the cost of appointing the third appraiser and of paying the third appraiser's feearbitrator. The third appraiser arbitrator shall meet the qualifications and restrictions set forth above for the initial arbitrators, and shall conduct an arbitration pursuant to the commercial arbitration rules of the American Arbitration Association. The third arbitrator's decision shall be a person who has not previously acted in any capacity for either party. All final and binding as to which estimate (as between Sublandlord's and Subtenant's) of the appraisers Fair Market Rental Rate is closer to the actual Fair Market Rental Rate. Such third arbitrator shall be California licensed real estate brokers with at least ten make a decision not later than thirty (10) years experience leasing office space in San Francisco. Within fifteen (1530) days after the selection of the third appraiser, a majority of the appraisers shall set the new rental for the extended term. If a majority of the appraisers are unable to set the rental within the stipulated period of time, the three appraisals shall be added together and their total divided by three; the resulting quotient shall be the rental for the Leased Premises during the extended term. After the new rental for the extended term has been set, the appraisers shall immediately notify the parties and Landlord and Tenant shall promptly enter into an amendment of the Sublease setting forth said new rental.after

Options to Extend Term. Tenant shall have If this Lease has not been cancelled or terminated prior to March 31, 2002, and if the right to be exercised as hereinafter providedLessee is at the time of exercise and through March 31, 2002, in possession of the Premises and is not at the time of exercise and through March 31, 2002 in default of any of the terms, covenants or conditions of this Lease, Lessee is hereby granted two (2) options to extend the term Term of this Lease for two (2) additional terms of five (5) years each from and after March 31, 2002; provided that Lessee gives written notice to Lessor of the Lease for exercise of each option of extension at least one hundred twenty (120) days prior to the following additional periods: (a) the first option, if exercised, shall extend the term expiration of the Lease for the period from April 1, 2006 through December 31, 2010, and (b) the second option, if exercised, shall extend the term of the Lease for the period from January 1, 2011 through December 31, 2015preceding Term. Said extensions shall be upon all of the The terms and conditions of the LeaseLease during the extended five (5) year option periods shall be the same as herein contained, except as modified by that the following terms and conditions: monthly Base Rent shall be increased to ninety-five percent (a) That Tenant is not then in default under any of the terms, covenants, conditions, provisions or agreements of this Lease or the Sublease; (b) Tenant shall exercise its right to extend the term of the Lease by notifying Landlord not less than one (1) year prior to the termination of the original term (or previously extended term95%) of the Lease of Tenant's election to exercise such right, otherwise said option (including any options for further extensions then prevailing fair rental value as of the term) commencement date of each option period, which shall be null mutually agreed upon by Lessor and void; and (c) The new Lessee, if possible. However, no reevaluation shall result in a rental shall be subject to the mutual agreement of both Landlord and Tenant but in no event shall the rental be rate less than that established for the prior rental period. In the event that Lessor and Lessee cannot mutually agree upon the then prevailing fair market rental value of the Leased Premises, the determination of the fair rental value as of the commencement date of each option period shall be based upon an appraisal by an S.I.R. broker or an M.A.I. appraiser acceptable to both Lessor and Lessee to the Los Angeles Chapter of the American Arbitration Association. All costs and fees of said broker or of the American Arbitration Association shall be borne equally by Lessor and Lessee. The parties fair rental value shall have be increased during the second thirty (30) days after Landlord receives Tenant's notice in which to agree on the new rental for the extended term. If Landlord and Tenant are unable to agree on the new rental for the extended term within said 30-day period, then, within ten (10) days thereafter, Landlord and Tenant will months of each choose an appraiser to determine the fair market rental value of the Leased Premises by giving notice to the other party of the identity of the appraiser it selected. If a party does not appoint an appraiser within such ten day period, the single appraiser appointed shall be the sole appraiser and shall set the new base rental for the extended term. If the two appraisers are appointed by the parties as stated in this paragraph, they shall meet promptly and attempt to set the new rental for the extended term. If they are unable to agree within twenty (20) days after the second appraiser has been appointed, they shall select a third impartial appraiser meeting the qualifications stated in this paragraph within five (5) days after the aforesaid twenty (20) day period; if the two appraisers are unable to agree upon the third appraiser, either party may apply to the Presiding Judge of the San Francisco Superior Court for appointment of the third appraiser meeting the qualifications described below. Each of the parties shall bear one-half of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser shall be a person who has not previously acted in any capacity for either party. All of the appraisers shall be California licensed real estate brokers with at least ten (10) years experience leasing office space in San Francisco. Within fifteen (15) days after the selection of the third appraiser, a majority of the appraisers shall set the new rental for the year extended term. If a majority of the appraisers are unable to set the rental within the stipulated period of time, the three appraisals shall amount of such increases to be added together and their total divided by three; agreed upon at the resulting quotient shall be time the fair rental for the Leased Premises during the extended term. After the new rental for the extended term has been set, the appraisers shall immediately notify the parties and Landlord and Tenant shall promptly enter into an amendment of the Sublease setting forth said new rentalvalue is established.

Options to Extend Term. Landlord hereby grants to Tenant shall have two (2) options (Individually referred to hereinafter as an "Option" and collectively referred to hereinafter as the right to be exercised as hereinafter provided, "Options") to extend the term of the this Lease for additional consecutive terms of five (5) years and zero (0) months (each is called an "Extension"), on the following additional periods: (a) the first option, if exercised, shall extend the term of the Lease for the period from April 1, 2006 through December 31, 2010, and (b) the second option, if exercised, shall extend the term of the Lease for the period from January 1, 2011 through December 31, 2015. Said extensions shall be upon all of the same terms and conditions of the as set forth in this Lease, except the Basic Annual Rent shall be the amount determined as modified by set forth below. Tenant shall have the following terms and conditions: opportunity to exercise the initial Option with respect to only four (a4) That Tenant is not then in default under any contiguous floors of the terms, covenants, conditions, provisions or agreements Premises. The second Option shall be exercised only with respect to the Premises so leased during the first Extension. Each Option shall be exercised only by written notice delivered to Landlord at least two hundred seventy (270) days before the expiration of the initial term of this Lease or the Sublease; immediately preceding Extension (b) "Exercise Date"), as the case may be. If Tenant fails to deliver to Landlord written notice of the exercise of the Option within the time period prescribed above, such Option and any succeeding Options shall exercise its lapse, and there shall be no further right to extend the term of this Lease. Each Option shall be exercisable by Tenant on the Lease by notifying Landlord not less than one express conditions that (1i) year at the time of the exercise of such Option, and thereafter at all times prior to the termination commencement of such Extension, a Tenant's Default shall not have occurred and be continuing under this Lease, and (ii) Tenant has not been ten (10) or more days late in the payment of Rent more than a total of nine (9) times during the term of this Lease. If Tenant property exercises an Option, "term", as used herein and in this Lease, shall be deemed to include the applicable Extension, unless specified otherwise herein. The Basic Annual Rent during each Extension shall be increased, as of the original term commencement of each Extension (or previously extended termeach is called a "Rental Adjustment Date") to ninety-five percent (95%) of the Lease of Tenant's election to exercise such right, otherwise said option (including any options for further extensions "Fair Market Value" of the termPremises, determined in the following manner: Not later than ninety (90) days prior to any applicable Exercise Date, Tenant shall be null give written notice to Landlord of its preliminary interest in the applicable Option, and void; and (c) The new rental shall be subject to the mutual agreement of both thereafter Landlord and Tenant but shall meet in no event shall an effort to negotiate, in good faith, the rental be less than the then fair market value Fair Market Value of the Leased PremisesPremises as of the applicable Rental Adjustment Date. The parties shall If Landlord and Tenant have thirty not agreed upon the Fair Market Value of the Premises at least eighty (3080) days after prior to the applicable Exercise Date, the Fair Market Value shall be determined by the following appraisal method: (i) If Landlord receives Tenant's notice in which and Tenant are not able to agree on upon the new rental for Fair Market Value of the extended termPremises within the time period described above, then Landlord and Tenant shall attempt to agree in good faith upon a single appraiser not later than seventy-five (75) days prior to the applicable Exercise Date. If Landlord and Tenant are unable to agree on the new rental for the extended term upon a single appraiser within said 30-day such time period, thenthen Landlord and Tenant shall each appoint one appraiser not later than sixty-five (65) days prior to the applicable Exercise Date, within and Landlord and Tenant shall each give written notice to the other of such appointment at the time of such appointment Within ten (10) days thereafter, the two appointed appraisers shall appoint a third appraiser. If either Landlord or Tenant fails to appoint its appraiser and Tenant will each choose an appraiser to determine the fair market rental value of the Leased Premises by giving give written notice thereof to the other party of within the identity of the appraiser it selected. If a party does not appoint an appraiser within such ten day prescribed time period, the single appraiser appointed shall determine the Fair Market Value of the Premises. If both parties fail to appoint appraisers within the prescribed time periods, then the first appraiser thereafter selected by a party (such selection to be by written notice thereof to such appraiser and the other party) shall determine the Fair Market Value of the Premises. Each party shall bear the cost of its own appraiser and the parties shall share equally the cost of the single or third appraiser if applicable. All appraisers shall have at least two (5) years' experience in the appraisal of commercial/industrial real property in the area in which the Premises am located and shall be members of professional organizations such as MAI or its equivalent. (ii) For the purposes of such appraisal, the term "Fair Market Value" shall mean the price that a ready and willing tenant would pay and Landlord would accept, as of the applicable Rental Adjustment Date, as monthly rent, for comparable space within comparable high-rise office buildings in the greater ▇▇▇▇ ▇▇▇▇▇ Airport area if such space, including all incidental amenities, such as parking, were exposed for lease on the open market for a reasonable period of time. If a single appraiser is chosen, then such appraiser shall determine the Fair Market Value of the Premises. Otherwise, the Fair Market Value of the Premises shall be the sole appraiser arithmetic average of the two (2) of the three (3) appraisals which are closest in amount, and the third appraisal shall set be disregarded. Landlord and Tenant shall instruct the new base rental for appraiser(s) to complete their determination of the extended termFair Market Value not later than thirty (30) days prior to the applicable Exercise Date. If the two appraisers are appointed by the parties as stated in this paragraph, they shall meet promptly and attempt to set the new rental for the extended term. If they are unable to agree within twenty (20) days after the second appraiser has been appointed, they shall select a third impartial appraiser meeting the qualifications stated in this paragraph within five (5) days after the aforesaid twenty (20) day period; if the two appraisers are unable to agree upon the third appraiser, either party may apply Fair Market Value is not determined prior to the Presiding Judge of applicable Exercise Date, then Tenant may elect not to exercise the San Francisco Superior Court applicable Extension option, or Landlord may agree to extend the applicable Exercise Date for appointment of the third appraiser meeting the qualifications described below. Each of the parties shall bear one-half of the cost of appointing the third appraiser and of paying the third appraiser's fee. The third appraiser shall be a person who has not previously acted in any capacity for either party. All of the appraisers shall be California licensed real estate brokers with at least ten (10) years experience leasing office space in San Francisco. Within fifteen (15) days after the selection of the third appraiser, a majority of the appraisers shall set the new rental for the extended term. If a majority of the appraisers are unable to set the rental within the stipulated an additional period of time, not to exceed thirty (30) days, so as to inalize the three appraisals shall be added together and their total divided by three; the resulting quotient shall be the rental for the Leased Premises during the extended term. After the new rental for the extended term has been set, the appraisers shall immediately notify the parties and Landlord and Tenant shall promptly enter into an amendment determination of the Sublease setting forth said new rentalFair Market Value.