TeleNav 2011 Annual Report Download - page 122

the first Extension Option has been duly exercised. If Tenant properly exercises an Extension Option hereunder, all of the terms, covenants and
conditions of this Lease shall continue in full force and effect during the applicable Option Term, including provisions regarding payment of
Additional Rent, which shall remain payable on the terms herein set forth, except that (a) the Base Rent payable by Tenant during the Option
Term shall be as calculated in accordance with Section 2.3.3 and Section 2.3.4
below, (b) Tenant shall continue to possess and occupy the
Premises in their existing condition, “as is”
as of the commencement of such Option Term, and, except as otherwise expressly provided in this
Lease, including without limitation Section 7.2
of this Lease, Landlord shall have no obligation to repair, remodel, improve or alter the Premises,
to perform any other construction or other work of improvement upon the Premises, or to provide Tenant with any construction or refurbishing
allowance whatsoever, and (c) Tenant shall have no further rights to extend the Term of this Lease after the expiration of the Second Option
Term.
2.3.2 Exercise . The Extension Options contained in this Section 2.3
shall be exercised by Tenant only in the following
manner: (a) Tenant shall deliver written notice (the “ Option Interest Notice ”)
to Landlord not more than eighteen (18) months nor less than
thirteen (13) months prior to the Lease Expiration Date (as the same may have been extended), stating that Tenant is interested in exercising its
next succeeding Extension Option; (b) Landlord shall, not later than fifteen (15) days before the Option Exercise Date, deliver to Tenant a good
faith written proposal of the Market Rate (“ Landlord’s Initial Proposal ”);
and (c) if Tenant wishes to exercise such Extension Option, Tenant
must deliver an unconditional binding notice to Landlord (“ Exercise Notice ”)
via certified mail, FedEx or hand delivery not later than twelve
(12) months prior to the Lease Expiration Date (as the same may have been extended) (“ Option Exercise Date ”),
the time of such exercise
being of the essence; provided, however, that if Landlord fails to deliver Landlord’
s Initial Proposal at least fifteen (15) days before the Option
Exercise Date as described above, then such Option Exercise Date shall be extended to the date that is fifteen (15) days following Landlord’
s
delivery to Tenant of Landlord’
s Initial Proposal. If Tenant timely exercises the Extension Option as described above, then, upon, and concurrent
with, such exercise, Tenant may, at its option, accept or reject Landlord’
s Initial Proposal. If Tenant exercises the Extension Option but fails to
accept or reject Landlord’s Initial Proposal, then Tenant shall be deemed to have rejected Landlord’
s Initial Proposal. If Tenant fails to timely
give its Exercise Notice, Tenant will be deemed to have waived such Extension Option.
2.3.3 Market Rate Calculation .
The Base Rent payable by Tenant for the Premises during the First Option Term shall be
ninety-
five percent (95%) of the Market Rate (as defined below) for the Premises, and the Base Rent payable by Tenant for the Premises during
the Second Option Term shall be one hundred percent (100%) of the Market Rate for the Premises, valued as of the commencement of such
Option Term, determined in the manner hereinafter provided; provided, however, that in the event that T ELE N AV , I NC .
, a Delaware
corporation (the “ Original Tenant ”) or a Permitted Assignee (as defined in Section 2.3.
5, below) assigns this Lease prior to the
commencement of the First Option Term to any party (other than to a Permitted Assignee), then, notwithstanding the foregoing, the Base Rent
payable by Tenant during the First Option Term shall be one hundred percent (100%) of the Market Rate for the Premises. As used herein, the
term “ Market Rate ”
shall mean the annual amount of Base Rent at which tenants, as of the commencement of the applicable Option Term, are
leasing non-sublease, non-equity space under then prevailing ordinary rental market practices, at arm’
s length, that is comparable to the Premises
in the submarket in which the Project is located (the “ Comparison Projects ”),
based upon binding lease transactions for tenants in the
Comparison Projects that, where possible, commence or are to commence within six (6) months prior to or within six (6) months after the
commencement of such Option Term (“ Comparison Leases ”). Comparison Leases shall include renewal and new non-
renewal tenancies, but
shall exclude subleases and leases of space subject to another tenant’
s expansion rights. Rental rates payable under Comparison Leases shall be
adjusted to account for variations between this Lease and the Comparison Leases with respect to: (a) the length of the applicable Option Term
compared to the lease term of the Comparison Leases; (b) rental structure, including, without limitation, rental rates per rentable square foot
(including type, gross or net, and if gross, adjusting for base year or expense stop), additional rental, escalation provisions, all other payments
and escalations; (c) the size of the Premises compared to the size of the premises of the Comparison Leases; (d) free rent, moving expenses and
other cash payments, allowances or other monetary concessions affecting the rental rate; (e) the age and quality of construction of the buildings
(including compliance with applicable codes, but excluding Tenant’
s Property); and (f) leasehold improvements and/or allowances granted to the
lessee, 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 (other than Tenant’s Property) to the renewal tenant.
2.3.4 Base Rent Determination .
The Base Rent payable by Tenant for the Premises during each Option Term shall be
determined as follows:
(a) If Tenant timely exercises the Extension Option as described in Section 2.3.2
above, but rejects (or is deemed
to have rejected) Landlord’
s Initial Proposal, then Landlord and Tenant shall negotiate in good faith in an attempt to determine the Market Rate
for the Premises for
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