Extension Terms. All terms and conditions of this Lease shall be applicable during the Extension Period(s) except that the amount of Base Rent charged for the Renewal Period shall be the then “Prevailing Market Rent”, which shall be the base or fixed rent for comparable office space in the Seaport District of the City of Boston being leased to renewal tenants in comparable buildings, taking into account all then-relevant factors, including such market concessions, if any, as are then being offered by landlords to renewal tenants leasing comparable office space in comparable buildings, including the existence or nonexistence of any rent abatement, the amount of any tenant improvement allowance, the amount of any brokerage commissions, the net or gross basis of the comparable leases as opposed to the net lease structure of this Lease. If within thirty (30) days following delivery of an Extension Election Notice, Landlord and Tenant have not mutually agreed on the Prevailing Market Rent for the applicable Extension Period, then the parties shall use the following method to determine the Prevailing Market Rent (the “Baseball Arbitration Method”): within ten (10) business days after the expiration of such thirty-day period, an impartial, senior broker in a Boston, Massachusetts leasing brokerage firm (the “Baseball Arbitrator”) shall be selected jointly by Landlord and Tenant. If Landlord and Tenant cannot not agree upon the Baseball Arbitrator, then the same shall be designated by the then president of the Commercial Brokers Association of the Greater Boston Real Estate Board (or comparable organization reasonably satisfactory to the parties, if no longer existing), who may not select himself or herself or a broker at the same firm with which he or she is then affiliated. The Baseball Arbitrator selected by the parties or designated as aforesaid shall have at least ten (10) years’ experience in the leasing of first-class office space in downtown Boston (including the Seaport and Financial District submarkets) and shall not have worked for either party in the five (5) years prior to his or her selection. Landlord and Tenant shall each submit to the Baseball Arbitrator and to the other their respective proposed Prevailing Market Rent for the Premises within ten (10) days after the designation of such Baseball Arbitrator. The Baseball Arbitrator may not select any other rental value for the Premises, other than one submitted by Landlord or Tenant. The determination of the Baseball Arbitrator so-selected or designated shall be binding upon Landlord and Tenant shall serve as the basis for the determination of the annual Base Rent payable for the respective Extension Period. Each party shall pay one-half of the cost of the Baseball Arbitrator. Each Baseball Arbitrator shall thereupon make his or her determination of the Prevailing Market Rent within twenty (20) business days after the appointment of such Baseball Arbitrator.

If the Offer Space Inclusion Date occurs prior to a determination of the Fair Offer Rent as herein provided, then the amount to be paid by Tenant on account of Fair Offer Rent until such determination has been made shall be the average of the estimate set forth in Landlord’s Broker’s Letter and the estimate set forth in Tenant’s Broker’s Letter. After the Fair Offer Rent has been determined as aforesaid, any amounts theretofore paid by Tenant to Landlord on account of Annual Fixed. Rent in excess of the amount of Fair Offer Rent as finally determined shall be credited by Landlord against the next ensuing monthly Annual Fixed Rent payable by Tenant to Landlord or any deficiency in the Annual Fixed Rent shall be payable by Tenant to Landlord within thirty (30) days after such final determination. Promptly after the Fair Offer Rent has been determined, Landlord and Tenant shall execute and deliver an agreement setting forth the Fair Offer Rent, as finally determined, provided that the failure of the parties to do so shall not affect their respective rights and obligations hereunder.

In the event that both of the conditions set forth in Section 22.01 shall be fulfilled (including the sending of a Extension Notice by Tenant within the time and in the manner therein provided), the Extension Rent shall be determined jointly by Landlord and Tenant not later than the day (hereinafter called the “Rent Determination Date”) that shall be ninety (90) days next preceding the Renewal Term Commencement Date. If Landlord and Tenant agree upon the Extension Rent, such agreement shall be confirmed in a writing (hereinafter called the “Rental Confirmation Agreement”) to be executed by Landlord and Tenant in recordable form not later than the Rent Determination Date. In the event that Landlord and Tenant shall have failed to join in executing a Rental Confirmation Agreement on or before the Rent Determination Date, then the Extension Rent shall be determined by arbitration as follows, subject to the limitations contained in Section 22.04:

Upon final determination of the initial monthly Base Rent, if the amount of the Letter of Credit then held by ​ is not equal to the initial monthly Base Rent, then ​ shall promptly obtain a revised Letter of Credit in an amount equal to the initial monthly Base Rent.

Secondary Market Transactions. To the extent and so long as not in violation of [Section 6.4] hereof, each Purchaser shall have the right at any time and from time to time to securitize its Subordinated Notes or any portion thereof in a single asset securitization or a pooled loan securitization of rated single or multi-class securities secured by or evidencing ownership interests in the Subordinated Notes (each such securitization is referred to herein as a “Secondary Market Transaction”). In connection with any such Secondary Market Transaction, the Company shall reasonably cooperate with the ​ and otherwise reasonably assist the ​ in satisfying the market standards to which the ​ customarily adhere or which may be reasonably required in the marketplace or by applicable rating agencies in connection with any such Secondary Market Transaction, but in no event shall the Company be required to incur any costs or expenses in excess of $7,500 in connection therewith. Subject to any written confidentiality obligation, including the terms of any non-disclosure agreements between the ​ and the Company, all information regarding the Company may be furnished to any Purchaser and to any Person reasonably deemed necessary by the Purchaser in connection with participation in such Secondary Market Transaction. The Purchaser shall cause any Person to whom the Purchaser wishes to deliver confidential Company information related to the Secondary Market Transaction to execute and deliver to the Company a non-disclosure agreement reasonably acceptable to the Company unless such Person is a party to a commercially reasonable non-disclosure agreement to which the Company is a third party beneficiary. All documents, financial statements, appraisals and other data relevant to the Company or the Subordinated Notes may be retained by any such Person, subject to the terms of any applicable nondisclosure agreement.

Fair Market Value. For purposes of any ISO granted hereunder (or, if applicable, related Stock Appreciation Right), the Fair Market Value of Shares shall be determined in the manner required by Section 422 of the Code and any Treasury regulations thereunder.

Prevailing Market Rate. The Base Rent payable by Tenant for the Premises during an Extension Term shall be the Prevailing Market Rate (as defined below) for the Premises, valued as of the commencement of such Extension Term, determined in the manner hereinafter provided. As used herein, the term “Prevailing Market Rate” shall mean the annual Base Rent that a willing tenant would pay, and that a willing landlord would accept, at arm’s length, for space comparable to the Premises within other comparable first class office buildings having more than two (2) stories located in the area including and bounded by South San Francisco to the north and Sunnyvale to the south (the “Comparable Buildings”), based upon binding lease transactions for tenants in Comparable Buildings (“Comparable Leases”). Comparable Leases shall include renewal and new non-renewal tenancies, but shall exclude subleases and leases of space subject to another tenant’s expansion rights. Rent rates payable under Comparable Leases shall be adjusted to account for variations between this Lease and the Comparable Leases with respect to: # the length of the Extension Term compared to the lease term of the Comparable Leases; # the rental structure, including, without limitation, rental rates per rentable square foot (including whether gross or net, and if gross, adjusting for base year or expense stop), additional rental, all other payments and escalations; # the size of the Premises compared to the size of the premises of the Comparable Leases; # the location, floor levels and efficiencies of the floor(s) of the Premises compared to the premises of the Comparable Lease; # free rent, moving expenses and other cash payments, allowances or other monetary concessions affecting the rental rate; # the age and quality of construction of the Building compared to the Comparable Building; # the leasehold improvements and/or allowances, including the amounts thereof in renewal leases, and taking into account, in the case of renewal leases (including this Lease), the value of existing leasehold improvements to the renewal tenant, # access and proximity to Caltrain, # the amenities available to tenants in the Building compared to amenities available to tenants in Comparable Buildings; # the energy efficiencies and environmental elements of the Building compared to Comparable Buildings, including improvements required for the U.S. Green Building Council’s Leadership in Energy and Environmental Design (“LEED”) certification, # the brokerage commissions, # the availability of parking, the parking ratio and parking charges, and # the relative market rent rates within the geographic area referenced in the definition of Comparable Buildings.

Trading Market Limitations. Unless permitted by the applicable rules and regulations of the principal securities market on which the Common Stock is then listed or traded, in no event shall the Borrower issue upon conversion of or otherwise pursuant to this Note and the other Notes issued pursuant to the Purchase Agreement more than the maximum number of shares of Common Stock that the Borrower can issue pursuant to any rule of the principal United States securities market on which the Common Stock is then traded (the “Maximum Share Amount”), which shall be 4.99% of the total shares outstanding on the Closing Date (as defined in the Purchase Agreement), subject to equitable adjustment from time to time for stock splits, stock dividends, combinations, capital reorganizations and similar events relating to the Common Stock occurring after the date hereof. Once the Maximum Share Amount has been issued, if the Borrower fails to eliminate any prohibitions under applicable law or the rules or regulations of any stock exchange, interdealer quotation system or other self-regulatory organization with jurisdiction over the Borrower or any of its securities on the Borrower’s ability to issue shares of Common Stock in excess of the Maximum Share Amount, in lieu of any further right to convert this Note, this will be considered an Event of Default under Section 3.2 of the Note.

Market Standoff Agreement. Grantee agrees in connection with any registration of the Company’s securities that, upon the request of the Company or the underwriters managing any public offering of the Company’s securities, Grantee shall not sell or otherwise dispose of any Shares without the prior written consent of the Company or such underwriters, as the case may be, for such period of time (not to exceed one hundred eighty (180) days) after the effective date of such registration requested by such underwriters and subject to all restrictions as the Company or the underwriters may specify. Grantee further agrees to enter into any agreement reasonably required by the underwriters to implement the foregoing.

No Public Market. [[Organization A:Organization]] understands that no public market now exists for the Note, and that [[Organization B:Organization]] has made no assurances that there will ever be a public market for the Note.