Common use of FIRST RIGHT TO LEASE Clause in Contracts

FIRST RIGHT TO LEASE. A. In the event any portion of office space on the sixth floor shall become available for lease by Tenant after consideration of the existing rights of tenants (or their assigns) under the leases in effect as of the date of this Lease to exercise either renewal, extension or expansion rights, and provided that at such time the First Offer Conditions (below defined) shall be in effect, then and in such event Tenant shall be afforded a right to lease such available space (the “Available Space”) within the Building upon the terms and conditions more particularly described in this Article 31. For purposes hereof, the First Offer Conditions shall include all of the following; namely: (i) no Event of Default shall have occurred and be continuing; (ii) Tenant shall not then be the subject of an Event of Bankruptcy, (iii) there shall remain in effect at the time that the Available Space is anticipated to be delivered to Tenant not less than three (3) years within the Term then in effect and (iv) the original named Tenant shall remain in occupancy of the Demised Premises. B. If the First Offer Conditions shall be in effect, Landlord shall advise Tenant of the ability of Tenant to lease the Available Space. Tenant shall have a period of fifteen (15) days following the date of Landlord’s written notice to advise Landlord in writing as to whether Tenant shall lease the Available Space. Should Tenant timely accept in writing the Available Space by written notice to Landlord (the “Election Notice”), within fifteen (15) days, then Tenant shall lease the Available Space as designated by Landlord and Landlord shall lease to Tenant such Available Space as provided herein. In such event, Tenant covenants and agrees to pay Minimum Annual Rent for the Available Space at the then Fair Market Rental terms of comparable office space. Should the parties be unable to agree on the Fair Market Rental terms within thirty (30) days following provision by Tenant of the Election Notice, then the three (3) broker described method shall be employed for purposes of determining the Fair Market Rental. The brokers shall take into consideration the period of time that Tenant will be leasing the Available Space, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described in section C below. Provision by Tenant of its Election Notice shall be irrevocable and shall not be conditioned upon the acceptability of the Fair Market Rental to be determined by either mutual agreement of the parties, or by use of the three broker method. Consequently, both Landlord and Tenant shall be bound by the determination of the Fair Market Rental for such space pursuant to the three broker method described in Article 32. C. Tenant shall lease and accept the Available Space in the then existing physical condition thereof “as is” when tendered by Landlord; and unless otherwise mutually agreed to by the parties at the time, Landlord shall not be obligated to perform or pay for or grant Tenant any concessions or work allowance for any improvements or other work for the Available space. Such shall be taken into consideration by the brokers in the determination of the Fair Market Rental. D. Within thirty (30) days from receipt thereof, Tenant shall execute and return to Landlord an amendment to this Lease in form and content as prepared by Landlord (the “Available Space Amendment”), confirming the leasing to Tenant of such Available Space, a description thereof, the rental payable for such space, Tenant’s receipt and acceptance of possession thereof, and any other matters Landlord reasonably deems necessary consistent with this Article 31. However, neither the execution or delivery of the Available Space Amendment shall be considered as a condition precedent to the leasing by Tenant of the Available Space nor shall the failure of Tenant to execute or deliver the Available Space Amendment be considered as a condition subsequent of the leasing by Tenant of the Available Space.

FIRST RIGHT TO LEASE. A. In Subject to the event any portion of office space on terms hereof, if (i) during the sixth floor shall become available for lease by Tenant after consideration of the existing rights of tenants (or their assigns) under the leases in effect as of the date Term of this Lease to exercise either renewal, extension or expansion rightsthere exists no Default of Tenant under Section 23(a)(i) of this Lease, and provided that at such time the First Offer Conditions (below defined) shall be in effect, then and in such event Tenant shall be afforded a right to lease such available space (the “Available Space”) within the Building upon the terms and conditions more particularly described in this Article 31. For purposes hereof, the First Offer Conditions shall include all of the following; namely: (i) no Event of Default shall have occurred and be continuing; (ii) Tenant shall not have assigned this Lease or currently sublet more than fifty percent (50%) of the Premises (other than to an affiliated entity or successor as described in Section 20(b) above), and Tenant then be actually occupies at least fifty percent (50%) of the subject of an Event of BankruptcyPremises, and (iii) there shall this Lease is still in full force and effect and at least two (2) years then remain in effect the Term (all of which conditions are for the benefit of, and may be waived by, Landlord), then at the time that the Available Space is anticipated to be delivered to Tenant not less than three (3) years within the Term then in effect and (iv) the original named Tenant shall remain in occupancy each of the Demised Premises. B. If two spaces in the Building that are immediately adjacent to the Premises and currently occupied by A.J. Mailing and Securadyne Northeast (each, a “First Offer Conditions shall be in effectSpace”) becomes unencumbered from any existing renewal or extension options, Landlord shall advise Tenant so notify Tenant, and deliver with such notice a description of that portion (if less than all) of such First Offer Space that is available for lease (the “Offered Space”) and all of the ability of Tenant material terms and conditions on which Landlord is willing to so lease the Available Offered Space to Tenant (including without limitation the rent, any allowances and the rentable square footage of the Offered Space). Tenant shall have a period of fifteen one-time right on each First Offer Space, which Tenant may exercise by giving Landlord notice within ten (1510) days following the date after receipt of Landlord’s written notice with respect to advise Landlord such First Offer Space, to irrevocably elect to lease the Offered Space on the terms and conditions set forth in writing as to whether Landlord’s notice. If Tenant shall so elect to lease the Available Space. Should Tenant timely accept Offered Space (and provided that the conditions in writing clauses (i) through (iii) above continue to exist at the Available Space by written notice to Landlord (the “Election Notice”time of execution of such lease or amendment), Landlord shall furnish a commercially reasonable draft lease or lease amendment incorporating such terms and conditions set forth in Landlord’s notice, and Tenant shall, within fifteen ten (1510) daysBusiness Days after receipt of such lease or amendment, then execute and deliver the same to Landlord, but Tenant’s failure to enter into such lease or amendment shall have no effect on Tenant’s right or obligation to lease the Offered Space, unless Landlord shall elect to nullify Tenant’s election as a result thereof. Except as herein provided, if Tenant shall fail to elect to lease any Offered Space within such 10-day period (time being of the Available essence), Tenant shall have no further rights with respect to such First Offer Space as designated by Landlord (or any portion thereof), and Landlord shall thereafter be free to lease any or all of such First Offer Space to such party or parties, on such terms as Landlord may from time to time determine; provided, however, that if within the following six (6) months, Landlord offers the Offered Space to a third party on economic terms that are less than 95% of the economic terms offered to Tenant, then Landlord shall first be required to re-offer the Offered Space to Tenant on such Available Space as provided herein. In such eventterms, Tenant covenants and agrees to pay Minimum Annual Rent for the Available Space at the then Fair Market Rental terms of comparable office space. Should the parties be unable to agree on the Fair Market Rental terms within thirty (30) days following provision by Tenant of the Election Notice, then the three (3) broker described method shall be employed for purposes of determining the Fair Market Rental. The brokers shall take into consideration the period of time that Tenant will be leasing the Available Space, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described in section C below. Provision by Tenant of its Election Notice shall be irrevocable and shall not be conditioned upon the acceptability of the Fair Market Rental to be determined by either mutual agreement of the parties, or by use of the three broker method. Consequently, both Landlord and Tenant shall have the time periods set forth in this Section to respond. For the purposes hereof, no First Offer Space will be bound by deemed “available” if, prior to the determination lapse of any existing right or option to extend or renew such tenant’s lease, Landlord leases the Fair Market Rental for same to the existing tenant of such space First Offer Space pursuant to the three broker method described an existing right or option to extend or renew that tenant’s lease (or pursuant to a negotiated extension in Article 32lieu of or in addition to such an existing right). C. Tenant shall lease and accept the Available Space in the then existing physical condition thereof “as is” when tendered by Landlord; and unless otherwise mutually agreed to by the parties at the time, Landlord shall not be obligated to perform or pay for or grant Tenant any concessions or work allowance for any improvements or other work for the Available space. Such shall be taken into consideration by the brokers in the determination of the Fair Market Rental. D. Within thirty (30) days from receipt thereof, Tenant shall execute and return to Landlord an amendment to this Lease in form and content as prepared by Landlord (the “Available Space Amendment”), confirming the leasing to Tenant of such Available Space, a description thereof, the rental payable for such space, Tenant’s receipt and acceptance of possession thereof, and any other matters Landlord reasonably deems necessary consistent with this Article 31. However, neither the execution or delivery of the Available Space Amendment shall be considered as a condition precedent to the leasing by Tenant of the Available Space nor shall the failure of Tenant to execute or deliver the Available Space Amendment be considered as a condition subsequent of the leasing by Tenant of the Available Space.

FIRST RIGHT TO LEASE. A. In (a) From time to time during the event any portion Lease Term, but not more frequently than quarterly, Tenant shall have the option to notify Landlord of office its desire to lease additional space on in the sixth floor Building. (b) Within thirty (30) days following the receipt of Tenant's notification under subsection (a) above, Landlord shall notify Tenant, in writing, of the space which is then available in the Building (or scheduled to become available for lease by Tenant after consideration of the existing rights of tenants within one hundred twenty (or their assigns120) under the leases in effect as of days from the date of Landlord's notice) and the date upon which any expansion rights of other tenants in and to such space would permit occupation of such space by such tenant (the "Other Tenant"). (c) Within ten (10) days after notice from Landlord to Tenant of the available space, Tenant must notify Landlord in writing designating that space, if any, which Tenant is interested in leasing (the "Designated Space") and the term for which Tenant is interested in leasing such Designated Space (which term shall not extend beyond the Term of this Lease (as the same may be extended pursuant to exercise Article 3 above) and either renewal, extension or (i) shall not extend beyond the date the Landlord requires such Designated Space in order to deliver such Designated Space to the Other Tenant in accordance with the Other Tenant's expansion rights, and provided that at such time the First Offer Conditions or (below definedii) shall be in effect, then and in such event Tenant shall be afforded a right subject to lease such available space (the “Available Space”) within the Building upon the terms and conditions more particularly described in this Article 31. For purposes hereof, the First Offer Conditions shall include all expansion rights of the following; namely: (i) no Event of Default shall have occurred and be continuing; (ii) Tenant shall not then be the subject of an Event of Bankruptcy, (iii) there shall remain in effect at the time that the Available Space is anticipated to be delivered to Tenant not less than three (3) years within the Term then in effect and (iv) the original named Tenant shall remain in occupancy of the Demised Premises. B. If the First Offer Conditions shall be in effect, Landlord shall advise Tenant of the ability of Tenant to lease the Available SpaceOther Tenant). Tenant shall have a no option to lease the Designated Space during any period when Tenant is in default of fifteen this Lease beyond any applicable grace or cure period. (15d) days following the date of Landlord’s If Tenant does not give Landlord written notice to advise Landlord in writing as to whether Tenant shall lease the Available Space. Should Tenant timely accept in writing the Available Space by written notice to Landlord (the “Election Notice”), within fifteen (15) days, then Tenant shall lease the Available Space as designated by Landlord and Landlord shall lease to Tenant such Available Space as provided herein. In such event, Tenant covenants and agrees to pay Minimum Annual Rent for the Available Space at the then Fair Market Rental terms of comparable office space. Should the parties be unable to agree on the Fair Market Rental terms within thirty (30) days following provision after Tenant gives notice under subsection (c) above that Tenant has exercised Tenant's option to lease the Designated Space, Tenant shall be deemed to have elected not to exercise such option with respect to such Designated Space and Landlord shall be free to lease such Designated Space in the ordinary course of business, but if such Designated Space is unleased as of the date of a request by Tenant under subsection (a), such Designated Space shall be available space under subsection (b). (e) The Designated Space shall be leased upon the terms and provisions then in effect under this Lease, except that (i) the Monthly Base Rent, escalation, concessions, etc. for the Designated Space for the balance of the Election Notice, then the three (3) broker described method current term shall be employed for purposes of determining the Fair Market Rental. The brokers shall take into consideration Rate for the period of time that Designated Space; (ii) the Tenant will be leasing the Available Space, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described in section C below. Provision by Tenant of its Election Notice shall be irrevocable and shall not be conditioned upon entitled to the acceptability "Tenant Improvement Allowance" referenced in the Work Letter (provided, however, that the absence thereof shall be taken into account in the determination of Fair Market Rate); and (iii) the term for the Designated Space shall be modified in accordance with subsection (c). The rate of Monthly Base Rent during any subsequent Renewal Term shall be determined in accordance with Article 3. The lease of the Fair Market Rental Designated Space shall commence and rent and other charges shall commence to be determined by either mutual agreement accrue on the earlier of (i) ninety (90) days after the date Landlord delivers actual possession of the partiesDesignated Space to Tenant, or by use (ii) the date that Tenant first occupies all or any part of the three broker methodPremises for the conduct of business. Consequently, both Landlord and Tenant shall be bound by enter into an amendment to this Lease which evidences that Tenant has leased the determination of the Fair Market Rental for such space pursuant to the three broker method described in Article 32. C. Tenant shall lease and accept the Available Designated Space in the then existing physical condition thereof “as is” when tendered by Landlord; and unless otherwise mutually agreed to by the parties at the time, Landlord shall not be obligated to perform or pay for or grant Tenant any concessions or work allowance for any improvements or other work for the Available space. Such shall be taken into consideration by the brokers in the determination of the Fair Market Rental. D. Within within thirty (30) days from receipt thereofafter Landlord has delivered possession of the Designated Space to Tenant. (f) If Landlord and Tenant do not agree on the Fair Market Rate for the Designated Space at any time after Tenant's exercise of its option right hereunder, either party may require that such Fair Market Rate be determined using the procedures set forth in Section 3.5 (which determination shall be binding on Landlord and Tenant). In recognition that the Fair Market Rate for the Designated Space may not be determined until after the commencement of the lease for such Designated Space, Tenant shall execute pay, as Monthly Base Rent and return additional charges for the Designated Space, until such Fair Market Rate is determined, the amount of Monthly Base Rent and other charges then in effect under this Lease on a per rentable square foot basis multiplied by the number of rentable square feet in such Designated Space. If the Fair Market Rate is determined to Landlord an amendment to be less than such amount, Tenant shall receive a credit again the Monthly Base Rent and other charges thereafter coming due under this Lease in form an amount equal to the difference between the amount of Monthly Base Rent and content as prepared other charges actually paid by Tenant with respect to such Designated Space and the amount which Tenant would have paid at the Fair Market Rate for such Designated Space. If such Fair Market Rate is determined to be more than such amount, Tenant shall pay such difference to Landlord within thirty (30) days after the “Available Space Amendment”), confirming the leasing determination of Fair Market Rate. (g) The first right to lease granted to Tenant hereunder shall be subject and subordinate to any expansion or renewal options granted, from time to time, in leases to other tenants in the building. (h) The first right to lease provided hereunder shall be suspended during any period in which Tenant is in default under this Lease beyond any applicable grace or cure period. In addition, should any event of such Available Spacedefault hereunder occur either before or after the exercise of any first right of lease, a description thereof, the rental payable for such space, Tenant’s receipt and acceptance of possession thereof, and any other matters Landlord reasonably deems necessary consistent with this Article 31. However, neither but prior to the execution of an amendment for the Designated Space and the same is not cured within any applicable grace or delivery cure period provided herein, then Landlord, at its option, may reject Tenant's notice of exercise of its first right to lease and proceed hereunder as if Tenant had declined to lease the Available Space Amendment shall be considered as a condition precedent to the leasing by Tenant of the Available Space nor shall the failure of Tenant to execute or deliver the Available Space Amendment be considered as a condition subsequent of the leasing by Tenant of the Available Designated Space.

FIRST RIGHT TO LEASE. A. In the event any portion of office space on the sixth floor shall become available for that Landlord decides to lease by Tenant after consideration of the existing rights of tenants (or their assigns) under the leases Suite 525 and/or Suite 530 in effect as of the date of this Lease to exercise either renewalt▇▇ ▇▇▇▇▇▇▇▇, extension or expansion rights, and provided that at such time the First Offer Conditions (below defined) shall be in effect, then and in such event Tenant shall be afforded ▇▇▇▇▇▇ ▇▇▇▇▇ have a first right to lease such available space space. Prior to entering into a lease for all or a portion of the Suite 525 or 530 (the “Available "Option Space”) within the Building upon the terms and conditions more particularly described in this Article 31. For purposes hereof, the First Offer Conditions shall include all of the following; namely: (i) no Event of Default shall have occurred and be continuing; (ii) Tenant shall not then be the subject of an Event of Bankruptcy, (iii) there shall remain in effect at the time that the Available Space is anticipated to be delivered to Tenant not less than three (3) years within the Term then in effect and (iv) the original named Tenant shall remain in occupancy of the Demised Premises. B. If the First Offer Conditions shall be in effect"), Landlord shall advise provide Tenant with written notice of the ability of Tenant its intent to lease the Available Spacesuch space ("Lease Notice"). Tenant shall have a period five (5) business days from its receipt of fifteen (15) days following the date of Landlord’s Lease Notice to provide written notice of Tenant's exercise of its right to advise Landlord in writing as lease the Option Space. If Tenant exercises its right to whether lease the Option Space, Tenant shall lease the Available Option Space on the same terms and conditions as for the Third Expansion Lease Space. Should , except as follows: 12.1 In the event that Tenant timely accept in writing the Available Space by written notice exercises its right to Landlord (the “Election Notice”), within fifteen (15) days, then Tenant shall lease the Available Option Space as designated by Landlord and Landlord shall lease to Tenant such Available occupies the Option Space as provided herein. In such eventon or before December 31, Tenant covenants and agrees to pay Minimum Annual 2000, the Monthly Base Rent for the Available Option Space shall be the same as the Monthly Base Rent for the Third Expansion Space. For instance, if at the then Fair Market Rental terms of comparable office space. Should time Tenant occupies the parties Option Space the Third Expansion Space Monthly Base Rent is $3.00 per rentable square foot, the Option Space Monthly Base Rent shall also be unable to agree $3.00 per rentable square foot, and on the Fair Market Rental terms within thirty (30) days following provision by date that the Third Expansion Space Monthly Base Rent changes to $3.05 per rentable square foot, the Option Space Monthly Base Rent shall also change to $3.05 per rentable square foot. However, if Tenant of does not occupy the Election NoticeOption Space until after December 31, then the three (3) broker described method shall be employed for purposes of determining the Fair Market Rental. The brokers shall take into consideration the period of time that Tenant will be leasing the Available Space2000, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described in section C below. Provision by Tenant of its Election Notice shall be irrevocable and shall not be conditioned upon the acceptability of the Fair Market Rental to be determined by either mutual agreement of the parties, or by use of the three broker method. Consequently, both Landlord and Tenant shall negotiate and decide on the Option Space Monthly Base Rent prior to such occupancy. 12.2 If Tenant leases Suites 525 and/or Suite 530, La▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇ "▇▇▇▇▇t Improvement Allowance" in the amount of (i) Thirty and No/100 Dollars ($30.00) per square foot of Usable Area (as defined in the Work Letter) for Suite 525, if Tenant leases Suite 525, and (ii) Five and No/Dollars ($5.00) per square foot of Usable Area for Suite 530, if Tenant leases Suite 530. The Tenant Improvement Allowance for the Option Space shall be bound by used in accordance with the determination terms of the Fair Market Rental for such space pursuant to the three broker method described in Article 32Work Letter Agreement. C. Tenant shall lease and accept the Available Space in the then existing physical condition thereof “as is” when tendered by Landlord; and unless otherwise mutually agreed to by the parties at the time, Landlord shall not be obligated to perform or pay for or grant Tenant any concessions or work allowance for any improvements or other work for the Available space. Such shall be taken into consideration by the brokers in the determination of the Fair Market Rental. D. Within thirty (30) days from receipt thereof, Tenant shall execute and return to Landlord an amendment to this Lease in form and content as prepared by Landlord (the “Available Space Amendment”), confirming the leasing to Tenant of such Available Space, a description thereof, the rental payable for such space, Tenant’s receipt and acceptance of possession thereof, and any other matters Landlord reasonably deems necessary consistent with this Article 31. However, neither the execution or delivery of the Available Space Amendment shall be considered as a condition precedent to the leasing by Tenant of the Available Space nor shall the failure of Tenant to execute or deliver the Available Space Amendment be considered as a condition subsequent of the leasing by Tenant of the Available Space.

FIRST RIGHT TO LEASE. A. Landlord hereby grants to Tenant a first right to lease all of the feasible space adjacent to the 1047 ▇▇▇▇▇▇, as described on Exhibit A ("1049 ▇▇▇▇▇▇"), subject to the following terms and conditions: (a) Prior to entering into a lease for all or a portion of ▇▇▇▇ ▇▇▇▇▇▇, Landlord shall notify Tenant of Landlord's intention to lease all or a portion of 1049 ▇▇▇▇▇▇ to a third party, which notice shall set forth the terms and conditions, including, but not limited to, basic rent, under which Landlord intends to lease 1049 ▇▇▇▇▇▇. Such notice shall constitute an offer to lease 1049 ▇▇▇▇▇▇ to Tenant. (b) Tenant shall have five (5) business days from the date of the notice to deliver to Landlord its written acceptance of such offer. If Tenant accepts the offer, an amendment to this Lease or a new lease covering 1049 ▇▇▇▇▇▇ and incorporating such terms and conditions shall promptly be executed. If a new lease is executed with Tenant covering 1049 ▇▇▇▇▇▇, such new lease shall provide that any default thereunder will also constitute a default under this Lease and Tenant agrees that any default by it under this Lease shall also constitute a default under such new lease. In the event any portion of office space on Tenant rejects the sixth floor shall become available for lease by Tenant after consideration of the existing rights of tenants (offer, or their assigns) under the leases in effect as of the date of this Lease to exercise either renewal, extension or expansion rights, and provided that at such time the First Offer Conditions (below defined) shall be in effect, then and in such event Tenant shall be afforded a right to lease such available space (the “Available Space”) does not answer within the Building upon specified time, or fails for any reason (unless such failure to execute is due to the terms and conditions more particularly described in this Article 31. For purposes hereof, the First Offer Conditions shall include all fault or delay of the following; namely: (iLandlord) no Event of Default shall have occurred and be continuing; (ii) Tenant shall not then be the subject of an Event of Bankruptcy, (iii) there shall remain in effect at the time that the Available Space is anticipated to be delivered to Tenant not less than three (3) years execute such amendment or new lease within the Term then in effect and (iv) the original named Tenant shall remain in occupancy of the Demised Premises. B. If the First Offer Conditions shall be in effect, Landlord shall advise Tenant of the ability of Tenant to lease the Available Space. Tenant shall have a period of fifteen (15) days following of acceptance of such offer, Landlord shall thereafter be released of any obligation to Tenant hereunder and be free to negotiate with any number of third parties and to lease (without further obligation to Tenant) 1049 ▇▇▇▇▇▇, or any part thereof, to a third party upon any terms and conditions (whether more or less favorable) that Landlord and such third party may agree and this first right to lease shall be of no further force or effect. (c) This first right to lease shall be subordinate to any existing rights of refusal, rights of expansion, first rights to lease, options to extend or renew, and other rights contained in leases (or amendments to leases) executed prior to the date of this Lease. This first right to lease shall not apply on the occurrence any future renewals granted to a tenant currently or then occupying all or a portion of 1049 ▇▇▇▇▇▇, or its successors or assigns. (d) This first right to lease shall be void and of no force and effect and shall confer no rights on Tenant during any period in which Tenant is in default under this Lease or confer any rights to any assignee or sublessee of Tenant if Tenant subleases or assigns all or a portion of the Existing Premises or the Expanded Premises. (e) Notwithstanding anything in this paragraph 11 to the contrary, Tenant's exercise of this first right to lease shall be subject to Landlord’s written notice 's review and approval of Tenant's financial condition (including net worth, current ratio and working capital reserves) at the time Tenant exercises this first right to advise Landlord in writing as to whether Tenant shall lease the Available Space. Should Tenant timely accept in writing the Available Space by written notice to Landlord (the “Election Notice”), within fifteen (15) days, then Tenant shall lease the Available Space as designated by Landlord and notwithstanding Tenant's rights hereunder Landlord shall have no obligation to lease 1049 ▇▇▇▇▇▇, or any portion thereof, to Tenant such Available Space as provided herein. In such event, Tenant covenants and agrees to pay Minimum Annual Rent for the Available Space unless Tenant's financial condition at the then Fair Market Rental terms time of comparable office space. Should the parties be unable exercise is acceptable to agree on the Fair Market Rental terms within thirty (30) days following provision by Tenant of the Election Notice, then the three (3) broker described method shall be employed for purposes of determining the Fair Market Rental. The brokers shall take into consideration the period of time that Tenant will be leasing the Available Space, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described in section C below. Provision by Tenant of its Election Notice shall be irrevocable and shall not be conditioned upon the acceptability of the Fair Market Rental to be determined by either mutual agreement of the parties, or by use of the three broker method. Consequently, both Landlord and Tenant shall be bound by the determination of the Fair Market Rental for such space pursuant to the three broker method described in Article 32Landlord. C. Tenant shall lease and accept the Available Space in the then existing physical condition thereof “as is” when tendered by Landlord; and unless otherwise mutually agreed to by the parties at the time, Landlord shall not be obligated to perform or pay for or grant Tenant any concessions or work allowance for any improvements or other work for the Available space. Such shall be taken into consideration by the brokers in the determination of the Fair Market Rental. D. Within thirty (30) days from receipt thereof, Tenant shall execute and return to Landlord an amendment to this Lease in form and content as prepared by Landlord (the “Available Space Amendment”), confirming the leasing to Tenant of such Available Space, a description thereof, the rental payable for such space, Tenant’s receipt and acceptance of possession thereof, and any other matters Landlord reasonably deems necessary consistent with this Article 31. However, neither the execution or delivery of the Available Space Amendment shall be considered as a condition precedent to the leasing by Tenant of the Available Space nor shall the failure of Tenant to execute or deliver the Available Space Amendment be considered as a condition subsequent of the leasing by Tenant of the Available Space.

FIRST RIGHT TO LEASE. A. In the event 1.1 Should any portion of office the Building become vacant during the Lease Term or any renewal, which vacancy is contiguous to the Premises, and which shall be called the First Right to Lease Space ( hereinafter called "FRTL Space"); and if Lessor receives an offer to lease said space on acceptable to Lessor (hereinafter called the sixth floor "FRTL Lease Offer"), then Lessor shall become available for lease by Tenant after consideration give Lessee written notice of the existing rights FRTL Lease Offer setting forth the terms and conditions thereof. 1.2 Lessee shall have and Lessor hereby grants to Lessee a first right of tenants refusal, exercisable at any time within five (or their assigns5) under the leases in effect as of business days from the date of receipt of such notice, to include the FRTL space within the Premises and under this Lease to exercise either renewal, extension or expansion rights, and provided that at such time the First Offer Conditions (below defined) shall be in effect, then and in such event Tenant shall be afforded a right to lease such available space (the “Available Space”) within the Building upon the terms and conditions more particularly described set forth in the applicable FRTL Lease Offer. If Lessee elects to exercise its first right of refusal, it shall prior to the end of such five (5) business day period, submit written notice of such exercise to the Lessor. 1.3 Notwithstanding anything contained herein to the contrary, Lessee shall have no right to exercise such first right of refusal unless Lessee shall not be in notified default of its obligations under this Article 31. For purposes hereofLease beyond applicable periods of notice and cure. 1.4 Lessee may not assign its first right of refusal except to a permitted assignee of all of Lessee's rights under this Lease and then only in conjunction with an assignment of this Lease. 1.5 Except as otherwise set forth in the applicable FRTL Lease Offer, the First Offer Conditions shall include all of leasehold improvements, if any, remaining in such space and not subject to removal by the following; namely: (i) no Event of Default shall have occurred and former lessee, thereof will be continuing; (ii) Tenant shall not provided in their then be the subject of an Event of Bankruptcy, (iii) there shall remain in effect existing condition at the time that the Available said space is made available to Lessee. 1.6 Except as set forth above, in all respects, any such FRTL Space as to which such option is anticipated to be delivered to Tenant not less than three (3) years within the Term then in effect and (iv) the original named Tenant exercised shall remain in occupancy become a part of the Demised PremisesPremises and any reference in this Lease to such Premises shall be deemed to include such space, and Lessee shall have no right to extend or sooner terminate this Lease with respect to the FRTL Space unless otherwise provided in the FRTL Lease Offer. B. If the First Offer Conditions 1.7 Lessee shall be in effectexercise its first right of refusal, Landlord shall advise Tenant of the ability of Tenant to lease the Available Space. Tenant shall have a period of fifteen (15) days following the date of Landlord’s written notice to advise Landlord in writing as to whether Tenant shall lease the Available Space. Should Tenant timely accept in writing the Available Space by written notice to Landlord (the “Election Notice”)if at all, within fifteen five (155) daysbusiness days after the Notice is received by Lessee; provided, then Tenant however Lessee shall lease use its reasonable efforts to respond in as short a time period as the Available Space as designated by Landlord and Landlord shall lease to Tenant such Available Space as provided hereincircumstances dictate. In such event, Tenant covenants and agrees Lessee's obligation to pay Minimum the Annual Rent for the Available Space at the then Fair Market Rental terms of comparable office space. Should the parties be unable to agree on the Fair Market Rental terms within thirty (30) days following provision by Tenant of the Election Notice, then the three (3) broker described method shall be employed for purposes of determining the Fair Market Rental. The brokers shall take into consideration the period of time that Tenant will be leasing the Available Space, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described in section C below. Provision by Tenant of its Election Notice shall be irrevocable and shall not be conditioned upon the acceptability of the Fair Market Rental to be determined by either mutual agreement of the parties, or by use of the three broker method. Consequently, both Landlord and Tenant shall be bound by the determination of the Fair Market Base Rental for such space pursuant shall commence on the earlier of (i) the commencement date provided for in the FRTL Lease Offer, or (ii) the date Lessee occupies any portion of such FRTL Space. 1.8 In the event Lessee fails or elects not to exercise any first right of refusal within said five (5) business day period, then Lessor shall have the right to lease such space to the three broker method described in Article 32. C. Tenant shall third party who made the offer to Lessor, but if Lessor does not execute a lease and accept the Available Space in the then existing physical condition thereof “as is” when tendered by Landlord; and unless otherwise mutually agreed to by the parties at the time, Landlord shall not be obligated to perform or pay for or grant Tenant any concessions or work allowance for any improvements or other work for the Available space. Such shall be taken into consideration by the brokers in the determination of the Fair Market Rental. D. Within thirty (30) days from receipt thereof, Tenant shall execute and return to Landlord an amendment to this Lease in form and content as prepared by Landlord (the “Available Space Amendment”), confirming the leasing to Tenant of such Available Space, a description thereof, the rental payable for such space, Tenant’s receipt and acceptance of possession thereof, and any other matters Landlord reasonably deems necessary consistent with this Article 31. However, neither the execution or delivery of the Available Space Amendment shall be considered as a condition precedent pertaining to the leasing by Tenant applicable FRTL Space with that third party within six (6) months after the date it provided Lessee the applicable FRTL Offer, Lessee's first right to refusal as set forth herein shall again be effective and Lessor must offer the applicable FRTL Space to Lessee upon receipt of the Available Space nor shall the failure of Tenant any offer to execute or deliver the Available Space Amendment be considered as a condition subsequent of the leasing by Tenant of the Available Spacelease that space.

FIRST RIGHT TO LEASE. A. In After the event any portion of office space on the sixth floor shall become available for lease by Tenant after consideration of the existing rights of tenants (or their assigns) under the leases in effect as of the date of this Lease to exercise either renewalCommencement Date, extension or expansion rights, and provided that at such time the First Offer Conditions (below defined) shall be in effect, then and in such event Tenant shall be afforded a right Landlord agrees not to lease such available any unleased rentable space in the Building (the “Available First Right Space”) within until five (5) business days following Tenant’s receipt of a Special Notice. Accordingly, after the Building upon the terms and conditions more particularly described in this Article 31. For purposes hereofCommencement Date, whenever Landlord desires to lease any of the First Offer Conditions Right Space, Landlord shall include send Tenant a Special Notice setting forth its desire to lease all or a portion of the following; namely: First Right Space. The Special Notice shall contain the following information (i) no Event of Default shall have occurred and be continuing; (ii) Tenant shall not then be the subject of an Event of Bankruptcy, (iii) there shall remain in effect at the time that the Available “terms”): A. First Right Space is anticipated to be delivered to Tenant not less than three (3) years within the Term then in effect and (iv) the original named Tenant shall remain in occupancy of the Demised Premisesdescription. B. If the First Offer Conditions shall be in effect, Landlord shall advise Tenant of the ability of Tenant to lease the Available Space. Tenant shall have a period of fifteen (15) days following the date of Landlord’s written notice to advise Landlord in writing as to whether Tenant shall lease the Available Space. Should Tenant timely accept in writing the Available Space by written notice to Landlord (the “Election Notice”), within fifteen (15) days, then Tenant shall lease the Available Space as designated by Landlord and Landlord shall lease to Tenant such Available Space as provided herein. In such event, Tenant covenants and agrees to pay Minimum Annual Rent for the Available Space at the then Fair Market Rental terms of comparable office space. Should the parties be unable to agree on the Fair Market Rental terms within thirty (30) days following provision by Tenant of the Election Notice, then the three (3) broker described method shall be employed for purposes of determining the Fair Market Rental. The brokers shall take into consideration the period of time that Tenant will be leasing the Available Space, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described in section C below. Provision by Tenant of its Election Notice shall be irrevocable and shall not be conditioned upon the acceptability of the Fair Market Rental to be determined by either mutual agreement of the parties, or by use of the three broker method. Consequently, both Landlord and Tenant shall be bound by the determination of the Fair Market Rental for such space pursuant to the three broker method described in Article 32. C. Tenant shall lease and accept the Available Space in the then existing physical condition thereof Operating Expense Adjustment Allowance. D. CPI increases, if any. E. Rent Credits or Free Rent (if any). F. Condition of Premises (“as is” when tendered by Landlord; and unless otherwise mutually agreed or with tenant improvement allowance or building standard items or a combination thereof). G. Time to by the parties at the timeConstruct Improvements prior to Commencement of Rent. H. Other Economic Concessions (if any). I. Length of Lease, Landlord shall not be obligated to perform or pay for or grant Tenant any concessions or work allowance for any improvements or other work for the Available space. Such which shall be taken into consideration for a period of time coterminous with the Lease. Tenant may, upon notice delivered by the brokers in the determination of the Fair Market Rental. D. Within thirty (30) days from receipt thereof, Tenant shall execute and return to Landlord an amendment to this Lease in form and content as prepared received by Landlord within said five (the 5) business day period (“Available Space AmendmentPeriod”), confirming elect to lease all of the leasing First Right Space described in the Special Notice on all of the terms set forth in the Special Notice. If Tenant does not elect to lease such First Right Space, then thereafter, for a period of six (6) months (“Time Period”), Landlord may lease all of such First Right Space substantially as described in the Special Notice to anyone else on the terms set forth in the Special Notice or on terms more beneficial to the Landlord than the terms set forth in the Special Notice. If Landlord does not lease such First Right Space to anyone else during the Time Period, then Landlord shall, after the expiration of the Time Period, be required to send Tenant another Special Notice, and the above-described procedures shall be repeated, until all of the First Right Space has been leased; provided, however, Landlord reserves the right to send a new Special Notice to Tenant at any time prior to the expiration of the Time Period. At Landlord’s election, any Special Notice may refer to one or more separate parcels of First Right Space and if such Special Notice refers to more than one such parcel, Tenant may elect to take all, some, one, or none of such Available Spaceparcels and Landlord, a description thereofonce the five (5) day period has lapsed, may lease one or more or all of the parcels comprising the First Right Space specified in such Special Notice until the Time Period elapses. The First Right set forth herein is not personal to Tenant and may be assigned to any assignee of Tenant. For the purpose of the First Right Space only, the rental payable for such space, Tenant’s receipt and acceptance of possession thereof, and any other matters Landlord reasonably deems necessary consistent with this Article 31. However, neither the execution or delivery of the Available Space Amendment term Tenant shall be considered as a condition precedent limited to the leasing by Tenant of Carnation Company, an assignee which assumes the Available Space nor shall entire Lease, or a subtenant which subleases the failure of Tenant to execute or deliver the Available Space Amendment be considered as a condition subsequent of the leasing by Tenant of the Available Spaceentire Premises.

FIRST RIGHT TO LEASE. A. In the event any portion that Landlord elects to lease Suites 201, 203 or 209 of office space on the sixth floor shall become available for lease by Tenant after consideration of the existing rights of tenants (or their assigns) under the leases in effect as of the date of this Lease to exercise either renewal9318 N. 95th Way, extension or expansion rightsScottsdale, Arizona, and provided that at Tenant ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇d shall deliver a written notice (the "Offering Notice") to Tenant of such time intention to lease. The Offering Notice shall state the First Offer Conditions (below defined) shall be in effectrent and term of the proposed lease, then and in such event along with a description of the property subject to the proposed lease. Delivery of the Offering Notice to Tenant shall be afforded a right deemed to be an offer by Landlord to lease such available the space described in the Offering Notice (the “Available "Option Space”") within the Building to Tenant upon the terms and conditions more particularly described in this Article 31then customary lease form used by Landlord. For purposes hereof, the First Offer Conditions shall include all of the following; namely: (i) no Event of Default shall have occurred and The offer must be continuing; (ii) Tenant shall not then be the subject of an Event of Bankruptcy, (iii) there shall remain in effect at the time that the Available Space is anticipated to be delivered to Tenant not less than accepted within three (3) years days of the delivery of the Offering Notice to Tenant (the "Acceptance Period") and may not be withdrawn by Landlord within that period. Tenant may accept the Term then offer by delivering a written notice of acceptance of the offer to Landlord on or before the last day of the Acceptance Period. Tenant may accept such offer for all but not less than all the space described in effect and (iv) the original named Offering Notice. Failure to give timely notice of acceptance shall be deemed rejection of the offer. Following Tenant's rejection of any offer made pursuant to this Section 15.03, Tenant shall remain in occupancy execute, acknowledge and deliver any document or instrument reasonably requested by Landlord acknowledging such rejection and confirming Tenant's waiver of any and all rights to any qualifying lease. All rights and obligations of the Demised Premises. B. If the First Offer Conditions parties under this Section 15.03 shall be cease and terminate upon expiration or other termination of this Lease, and in effect, Landlord shall advise Tenant of the ability of Tenant to lease the Available Space. Tenant shall have a period of fifteen (15) days following the date of Landlord’s written notice to advise Landlord in writing as to whether Tenant shall lease the Available Space. Should Tenant timely accept in writing the Available Space by written notice to Landlord (the “Election Notice”), within fifteen (15) days, then Tenant shall lease the Available Space as designated by Landlord and Landlord shall lease to Tenant such Available Space as provided herein. In such that 30 event, Tenant covenants shall execute, acknowledge and agrees to pay Minimum Annual Rent for deliver any document or instrument reasonably requested by Landlord acknowledging the Available Space at expiration or other termination of this Lease and confirming the then Fair Market Rental terms cessation and termination of comparable office space. Should the parties be unable to agree on the Fair Market Rental terms within thirty (30) days following provision by Tenant of the Election Notice, then the three (3) broker described method shall be employed for purposes of determining the Fair Market Rental. The brokers shall take into consideration the period of time that Tenant will be leasing the Available Space, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described in section C below. Provision by Tenant of its Election Notice shall be irrevocable all rights and shall not be conditioned upon the acceptability of the Fair Market Rental to be determined by either mutual agreement obligations of the parties, or by use of the three broker method. Consequently, both Landlord and Tenant shall be bound by the determination of the Fair Market Rental for such space pursuant to the three broker method described in Article 32. C. Tenant shall lease and accept the Available Space in the then existing physical condition thereof “as is” when tendered by Landlord; and unless otherwise mutually agreed to by the parties at the time, Landlord shall not be obligated to perform or pay for or grant Tenant any concessions or work allowance for any improvements or other work for the Available space. Such shall be taken into consideration by the brokers in the determination of the Fair Market Rental. D. Within thirty (30) days from receipt thereof, Tenant shall execute and return to Landlord an amendment to this Lease in form and content as prepared by Landlord (the “Available Space Amendment”), confirming the leasing to Tenant of such Available Space, a description thereof, the rental payable for such space, Tenant’s receipt and acceptance of possession thereof, and any other matters Landlord reasonably deems necessary consistent with this Article 31. However, neither the execution or delivery of the Available Space Amendment shall be considered as a condition precedent to the leasing by Tenant of the Available Space nor shall the failure of Tenant to execute or deliver the Available Space Amendment be considered as a condition subsequent of the leasing by Tenant of the Available Space.

FIRST RIGHT TO LEASE. A. Lessee shall have an on-going first right to lease any space on the 4th or 6th floor of the Building (the “Option Space”). Lessor shall provide Lessee with a listing of any available space in such Option Space from time to time. Nothing contained herein shall reduce the Expansion Space Options granted to Lessee. Space shall be “available” only to the extent it is not subject to expansion, extension, first offer, first refusal and any other existing rights of other Lessees in the Building which do not contradict Lessee’s Expansion Space Options. Lessee shall then have the option (in the event that Lessee is not then in default under the Lease, with any applicable cure period having expired), exercisable by written notice to Lessor within six (6) business days thereafter, to add any such available space to the Premises immediately as it first becomes available. Any such available space shall be leased to Lessee at the Fair Market Rental Rate for a term coterminous with the balance of the Term remaining on Lessee’s Premises (or such shorter term as may be necessary to prevent any conflict with such other Lessees’ rights to such space or to prevent a conflict with Lessee’s Expansion Space Options, if they have not expired). Such option shall not be personal to Lessee and may also be exercised by any assignee of the Lease permitted under the terms of the Lease. In the event any portion of office space on the sixth floor shall become available for lease by Tenant after consideration of the existing rights of tenants (or their assigns) under the leases in effect as of the date of this Lease Lessee declines to exercise either renewal, extension or expansion rights, and provided that at such time the First Offer Conditions (below defined) shall be in effect, then and in such event Tenant shall be afforded a right to lease any particular Option Space and Lessor does not subsequently lease it to a third party within 90 days at the rate offered to Lessee or proposes to enter into a lease for such available space (the “Available Space”) within the Building upon the terms and conditions more particularly described in this Article 31. For purposes hereof, the First Offer Conditions shall include all at a rate less than 95% of the following; namely: (i) no Event of Default rate offered to Lessee, Lessor shall have occurred and be continuing; (ii) Tenant shall not then be the subject of an Event of Bankruptcy, (iii) there shall remain in effect re-offer such space to Lessee at the time that the Available Space is anticipated to be delivered to Tenant not less than three (3) years within the Term then in effect and (iv) the original named Tenant shall remain in occupancy of the Demised Premises. B. If the First Offer Conditions shall be in effect, Landlord shall advise Tenant of the ability of Tenant to lease the Available Space. Tenant shall have a period of fifteen (15) days following the date of Landlord’s written notice to advise Landlord in writing as to whether Tenant shall lease the Available Space. Should Tenant timely accept in writing the Available Space by written notice to Landlord (the “Election Notice”), within fifteen (15) days, then Tenant shall lease the Available Space as designated by Landlord and Landlord shall lease to Tenant such Available Space as provided herein. In such event, Tenant covenants and agrees to pay Minimum Annual Rent for the Available Space at the then revised Fair Market Rental terms of comparable office space. Should the parties be unable Rate which Lessor would accept and Lessee shall have an additional six (6) business days in which to agree on the Fair Market Rental terms within thirty (30) days following provision by Tenant of the Election Notice, then the three (3) broker described method shall be employed for purposes of determining the Fair Market Rental. The brokers shall take into consideration the period of time that Tenant will be leasing the Available Space, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described in section C below. Provision by Tenant of its Election Notice shall be irrevocable and shall not be conditioned upon the acceptability of the Fair Market Rental to be determined by either mutual agreement of the parties, or by use of the three broker method. Consequently, both Landlord and Tenant shall be bound by the determination of the Fair Market Rental for accept such space pursuant to the three broker method described in Article 32. C. Tenant shall lease and accept the Available Space in the then existing physical condition thereof “as is” when tendered by Landlord; and unless otherwise mutually agreed to by the parties at the time, Landlord shall not be obligated to perform or pay for or grant Tenant any concessions or work allowance for any improvements or other work for the Available space. Such shall be taken into consideration by the brokers in the determination of the Fair Market Rental. D. Within thirty (30) days from receipt thereof, Tenant shall execute and return to Landlord an amendment to this Lease in form and content as prepared by Landlord (the “Available Space Amendment”), confirming the leasing to Tenant of such Available Space, a description thereof, the rental payable for such space, Tenant’s receipt and acceptance of possession thereof, and any other matters Landlord reasonably deems necessary consistent with this Article 31. However, neither the execution or delivery of the Available Space Amendment shall be considered as a condition precedent to the leasing by Tenant of the Available Space nor shall the failure of Tenant to execute or deliver the Available Space Amendment be considered as a condition subsequent of the leasing by Tenant of the Available Option Space.

FIRST RIGHT TO LEASE. A. Landlord hereby grants to Tenant the First Right to Lease additional space on the following terms and conditions. 6.1 At any time that a demised space becomes available in the Building for lease during the term of this Lease, Landlord shall give written notice thereof to Tenant. Landlord’s notice shall include a brief description of the available space. 6.2 Within fourteen (14) days after delivery to Tenant of the written notice referenced in Paragraph 6.1 above, Tenant shall deliver written notice to Landlord of Tenant’s intention to accept or reject the First Right of Lease. Tenant’s failure to exercise its right within said fourteen (14) day period shall be deemed to be a rejection of the First Right to Lease. 6.3 In the event any portion of office that Tenant elects to lease the available space on the sixth floor shall become available for lease by Tenant after consideration of the existing rights of tenants (or their assigns) under the leases in effect as of the date of herein set fourth, this Lease to exercise either renewal, extension or expansion rights, and provided that at such time the First Offer Conditions (below defined) shall be in effect, then and in such event Tenant shall be afforded a right amended to lease such available space (incorporate the “Available Space”) within the Building upon additional space. All of the terms and conditions more particularly described of this Lease shall then apply to also cover the additional space except the following: (a) There shall be no tenant allowance for leasehold improvements; (b) The Base Rent shall be the then current rent for similar space in this Article 31the community. For purposes hereofIf the parties cannot agree on the rent within fourteen days after Tenant accepts the First Right to Lease, the First Offer Conditions issue shall include all be submitted to the American Arbitration Association, San Diego, California, for arbitration, one arbitrator presiding. The decision of the followingarbitrator shall be final and enforceable in any court of competent jurisdiction; namely: and (c) The available space shall not be used for administrative offices. Landmark National Bank Revised 8-16-01 525-937-A,B and C ADDENDUM NO. 1 Addendum No 1 FINAL. 8-16-01 Addendum #1 rev 3.9.00 Landlord [ILLEGIBLE]. Tenant [ILLEGIBLE] 6.4 Notwithstanding the above, Tenant’s First Right to Lease shall be invalid and void if at the time (i) no Event of Default shall have occurred and be continuing; the available space becomes available for lease or (ii) Tenant shall not then be the subject of an Event of Bankruptcy, (iii) there shall remain in effect at the time that the Available Space is anticipated to be delivered to Tenant not less than three (3) years within the Term then in effect and (iv) the original named Tenant shall remain in occupancy of the Demised Premises. B. If the First Offer Conditions shall be in effect, Landlord shall advise Tenant of the ability of Tenant to lease the Available Space. Tenant shall have a period of fifteen (15) days following the date of Landlord’s written notice to advise Landlord in writing as to whether Tenant shall lease the Available Space. Should Tenant timely accept in writing the Available Space by written notice to Landlord (the “Election Notice”), within fifteen (15) days, then Tenant shall lease the Available Space as designated by Landlord and Landlord shall lease to Tenant such Available Space as provided herein. In such eventthe available space is to commence, Tenant covenants and agrees to pay Minimum Annual Rent for the Available Space at the then Fair Market Rental terms of comparable office space. Should the parties be unable to agree on the Fair Market Rental terms within thirty (30) days following provision by Tenant of the Election Notice, then the three (3) broker described method shall be employed for purposes of determining the Fair Market Rental. The brokers shall take into consideration the period of time that Tenant will be leasing the Available Space, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described is in section C below. Provision by Tenant of its Election Notice shall be irrevocable and shall not be conditioned upon the acceptability of the Fair Market Rental to be determined by either mutual agreement of the parties, or by use of the three broker method. Consequently, both Landlord and Tenant shall be bound by the determination of the Fair Market Rental for such space pursuant to the three broker method described in Article 32default under this Lease. C. Tenant shall lease and accept the Available Space in the then existing physical condition thereof “as is” when tendered by Landlord; and unless otherwise mutually agreed to by the parties at the time, Landlord shall not be obligated to perform or pay for or grant Tenant any concessions or work allowance for any improvements or other work for the Available space. Such shall be taken into consideration by the brokers in the determination of the Fair Market Rental. D. Within thirty (30) days from receipt thereof, Tenant shall execute and return to Landlord an amendment to this Lease in form and content as prepared by Landlord (the “Available Space Amendment”), confirming the leasing to Tenant of such Available Space, a description thereof, the rental payable for such space, Tenant’s receipt and acceptance of possession thereof, and any other matters Landlord reasonably deems necessary consistent with this Article 31. However, neither the execution or delivery of the Available Space Amendment shall be considered as a condition precedent to the leasing by Tenant of the Available Space nor shall the failure of Tenant to execute or deliver the Available Space Amendment be considered as a condition subsequent of the leasing by Tenant of the Available Space.

FIRST RIGHT TO LEASE. A. In Landlord hereby grants to Tenant a right of first offer with respect to the event any portion entire space located adjacent to the Premises, containing approximately 27,729 rentable square feet having a street address of office space ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Santa Clara, CA 95054 (the “FRL Space”). Notwithstanding the foregoing, such first offer right of Tenant shall commence (i) on the sixth floor shall become available for lease by Tenant after consideration Commencement Date of the existing rights of tenants Lease and expire on the date that is one (or their assigns1) under year prior to the leases in effect as Expiration Date of the date Initial Term of this Lease (the “FRL Period”), (ii) only if the FRL Space becomes Available (as such term is defined below), and (iii) upon and subject to the terms and conditions of this paragraph (the “First Right to Lease”). From time to time when the FRL Space or any portion thereof becomes Available for lease to third parties during the FRL Period, Landlord shall notify Tenant of such fact, and the material terms on which Landlord is prepared to lease the FRL Space to Tenant (“Landlord’s Notice of Availability”). The rental rate, proposed escalations, tenant improvement allowance and free rent concession, for the FRL Space shall reflect the prevailing market rate as reasonably determined by Landlord. If Tenant wishes to exercise either Tenant’s right of first offer with respect to the space described in Landlord’s Notice of Availability, then within ten (10) business days of delivery of Landlord’s Notice of Availability to Tenant, Tenant shall deliver notice to Landlord of Tenant’s irrevocable exercise of its right of first offer with respect to the entire space described in Landlord’s Notice of Availability on the terms contained in such notice (“Tenant’s Notice of Acceptance”). Failure of Tenant to timely provide Tenant’s Notice of Acceptance shall be deemed Tenant’s election not to add the FRL Space to the Premises. If Tenant does not elect to add the FRL Space, then Landlord may lease the FRL Space to a third party or take it off the market for any reason whatsoever; provided that, if Landlord does not enter into a binding lease with any other third party for the FRL Space reflected in Landlord’s Notice of Availability within six (6) months after the deadline by which Tenant was to have provided Tenant’s Notice of Acceptance, Tenant’s First Right to Lease hereunder shall be reinstated and the procedures described above shall again be followed. As used herein, “Available” shall mean that the FRL Space is, or is expected by Landlord to become, vacant, unencumbered and free and clear of all claims and rights of other tenants or other third parties. Without limiting the generality of the foregoing, the FRL Space shall not be deemed Available if, as to all or any portion thereof, there is an outstanding lease, lease option, or option or other right of extension, renewal, extension expansion, first refusal, first negotiation, or expansion rightssimilar or other right, and pursuant to any lease or written agreement, or if any then-existing tenant or occupant desires to renew or extend its lease as to any or all of such space, whether or not pursuant to an existing right or option. Tenant acknowledges that Landlord may give Landlord’s Notice of Availability at any time during the Term. Nothing herein shall be deemed to limit or prevent Landlord from marketing, discussing or negotiating with any other party for a lease of, or rights of any nature as to, any part of the FRL Space, provided that at such time any of the First Offer Conditions (below defined) foregoing activities by Landlord shall be in effect, then and in such event subject to Tenant’s rights hereunder. If Tenant shall be afforded a timely exercises Tenant’s right to lease the FRL Space as set forth herein, Landlord and Tenant shall within fifteen (15) days thereafter execute a separate lease for such available space (the “Available Space”) within the Building FRL Space upon the terms and conditions more particularly described as set forth in Landlord’s Notice of Availability and this Article 31Paragraph 26. For purposes hereofTenant shall commence payment of Rent for the FRL Space, and the term of the FRL Space shall commence upon the date of delivery of the FRL Space to Tenant (the “First Offer Conditions shall include all Commencement Date”) and terminate on the date set forth in Landlord’s Notice of the followingAvailability; namely: (i) no Event provided that, Tenant acknowledges that its exercise of Default its Early Termination Option shall have occurred no effect on its lease as to the FRL Space, which shall continue in full force and be continuing; (ii) Tenant shall not then be effect. Tenant’s First Right to Lease the subject of an Event of Bankruptcy, (iii) there shall remain in effect at the time that the Available FRL Space is anticipated to be delivered subject to Tenant not less than three (3) years within being in default under the Term then in effect and (iv) the original named Tenant shall remain in occupancy of the Demised Premises. B. If the First Offer Conditions shall Lease when Landlord would otherwise be in effect, Landlord shall advise Tenant of the ability of Tenant required to lease the Available Space. Tenant shall have a period of fifteen (15) days following the date of provide Landlord’s written notice to advise Landlord in writing as to whether Tenant shall lease the Available Space. Should Tenant timely accept in writing the Available Space by written notice to Landlord (the “Election Notice”)Notice of Availability, within fifteen (15) days, then Tenant shall lease the Available Space as designated by Landlord and Landlord shall lease to Tenant such Available Space as provided herein. In such event, Tenant covenants and agrees to pay Minimum Annual Rent for the Available Space at the then Fair Market Rental terms of comparable office space. Should the parties be unable to agree on the Fair Market Rental terms within thirty (30) days following provision by Tenant of the Election Notice, then the three (3) broker described method shall be employed for purposes of determining the Fair Market Rental. The brokers shall take into consideration the period of time that Tenant will be leasing the Available Space, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described in section C below. Provision by Tenant of its Election Notice shall be irrevocable and shall not be conditioned upon the acceptability of the Fair Market Rental to be determined by either mutual agreement of the parties, or by use of the three broker method. Consequently, both Landlord and Tenant shall be bound by the determination of the Fair Market Rental for such space pursuant to the three broker method described in Article 32. C. Tenant shall lease and accept the Available Space in the then existing physical condition thereof “as is” when tendered by Landlord; and unless otherwise mutually agreed to by the parties at the time, Landlord shall not be obligated to perform or pay for or grant Tenant any concessions or work allowance for any improvements or other work for the Available space. Such shall be taken into consideration by the brokers in the determination of the Fair Market Rental. D. Within thirty (30) days from receipt thereof, Tenant shall execute and return to Landlord an amendment to this Lease in form and content as prepared by Landlord (the “Available Space Amendment”), confirming the leasing to Tenant of such Available Space, a description thereof, the rental payable for such space, Tenant’s receipt and acceptance Notice of possession thereof, and any other matters Landlord reasonably deems necessary consistent with this Article 31. However, neither the execution or delivery of the Available Space Amendment shall be considered as a condition precedent to the leasing by Tenant of the Available Space nor shall the failure of Tenant to execute or deliver the Available Space Amendment be considered as a condition subsequent of the leasing by Tenant of the Available SpaceAcceptance is given.

FIRST RIGHT TO LEASE. A. In Lessee shall have the event first right to lease as additional space any portion of office available vacant space on the sixth floor shall become available for lease by Tenant after consideration of the 9th and 11th floors, subject to rights previously granted to existing rights of tenants (the FRL Space). If Lessor desires to lease the space in question to a third party or their assignstake it off the market for any reason whatsoever, Lessor shall notify Lessee of its intent along with the economic terms by which Lessee may acquire the FRL space. Lessee shall have ten (10) under days after receipt of each such notice to advise Lessor in writing whether or not it will add additional space to the leases in effect as of the date of this Lease leased premises. Failure to exercise either renewal, extension or expansion rights, and provided that at such time the First Offer Conditions (below defined) do so shall be in effectdeemed an election not to add any FRL Space. If Lessee does not elect to add any FRL space, then and Lessor may lease the FRL Space in such event Tenant question to a third party or take it off the market for any reason whatsoever. Lessee's right under this Section 28 shall be afforded a right apply at any time that Lessor desires to lease such available the space (in question to a third party or to take the “Available Space”) within space off the Building upon market during the Lease term. When FRL Space has been added to the leased premises, Lessee shall pay base monthly rent and additional rent under Section 3 and 4 for the added space under market terms and conditions more particularly described in this Article 31conditions. For purposes hereof, the First Offer Conditions shall include all of the following; namely: (i) no Event of Default shall have occurred and be continuing; (ii) Tenant shall not then be the subject of an Event of Bankruptcy, (iii) there shall remain in effect at the time that the Available Space is anticipated to be delivered to Tenant not less than Within three (3) years within the Term then in effect and (iv) the original named Tenant shall remain in occupancy days after receipt of Lessee's election or notice to lease FRL Space, Lessor will give Lessee written notice of the Demised Premises. B. If base monthly rent required for the First Offer Conditions additional space in a form which may be signed by Lessee confirming Lessee's obligation to pay said base monthly rent for the FRL Space added to the leased premises. Upon the execution of a lease for the additional space, Lessor and Lessee shall diligently commence and pursue the completion of tenant improvement drawings for the additional space so that the tenant improvement work can be in effect, Landlord shall advise Tenant of the ability of Tenant to lease the Available Space. Tenant shall have a period of fifteen priced and commenced within forty-five (1545) days following after Lessee exercises the date of Landlord’s written notice option to advise Landlord in writing as to whether Tenant shall lease the Available Space. Should Tenant timely accept in writing the Available Space by written notice to Landlord (the “Election Notice”), within fifteen (15) days, then Tenant shall lease the Available Space as designated by Landlord and Landlord shall lease to Tenant such Available Space as provided herein. In such event, Tenant covenants and agrees to pay Minimum Annual Rent for the Available Space at the then Fair Market Rental terms of comparable office acquire additional space. Should the parties be unable to agree on the Fair Market Rental terms within thirty (30) days following provision by Tenant of the Election Notice, then the three (3) broker described method shall be employed for purposes of determining the Fair Market Rental. The brokers shall take into consideration the period of time that Tenant will be leasing the Available Space, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described in section C below. Provision by Tenant of its Election Notice shall be irrevocable and shall not be conditioned upon the acceptability of the Fair Market Rental to be determined by either mutual agreement of the parties, or by use of the three broker method. Consequently, both Landlord and Tenant shall be bound by the determination of the Fair Market Rental for such space pursuant to the three broker method described in Article 32. C. Tenant shall lease and accept the Available Space in the then existing physical condition thereof “as is” when tendered by Landlord; and unless otherwise mutually agreed to by the parties at the time, Landlord shall not be obligated to perform or pay for or grant Tenant any concessions or work allowance for any improvements or other work for the Available space. Such shall be taken into consideration by the brokers in the determination of the Fair Market Rental. D. Within thirty (30) days from receipt thereof, Tenant shall execute and return to Landlord an amendment to this Lease in form and content as prepared by Landlord (the “Available Space Amendment”), confirming the leasing to Tenant of such Available Space, a description thereof, the rental payable for such space, Tenant’s receipt and acceptance of possession thereof, and any other matters Landlord reasonably deems necessary consistent with this Article 31. However, neither the execution or delivery of the Available Space Amendment shall be considered as a condition precedent to the leasing by Tenant of the Available Space nor shall the failure of Tenant to execute or deliver the Available Space Amendment be considered as a condition subsequent of the leasing by Tenant of the Available Space.

FIRST RIGHT TO LEASE. A. In the event 1.1 Should any portion of office the Building become vacant during the Lease Term or any renewal, which vacancy is contiguous to the Premises, and which shall be called the First Right to Lease Space ( hereinafter called "FRTL Space"); and if Lessor receives an offer to lease said space on acceptable to Lessor (hereinafter called the sixth floor "FRTL Lease Offer"), then Lessor shall become available for lease by Tenant after consideration give Lessee written notice of the existing rights FRTL Lease Offer setting forth the terms and conditions thereof. 1.2 Lessee shall have and Lessor hereby grants to Lessee a first right of tenants refusal, exercisable at any time within five (or their assigns5) under the leases in effect as of business days from the date of receipt of such notice, to include the FRTL space within the Premises and under this Lease to exercise either renewal, extension or expansion rights, and provided that at such time the First Offer Conditions (below defined) shall be in effect, then and in such event Tenant shall be afforded a right to lease such available space (the “Available Space”) within the Building upon the terms and conditions more particularly described set forth in the applicable FRTL Lease Offer. If Lessee elects to exercise its first right of refusal, it shall prior to the end of such five (5) business day period, submit written notice of such exercise to the Lessor. 1.3 Notwithstanding anything contained herein to the contrary, Lessee shall have no right to exercise such first right of refusal unless Lessee shall not be in notified default of its obligations under this Article 31. For purposes hereofLease beyond applicable periods of notice and cure. 1.4 Lessee may not assign its first right of refusal except to a permitted assignee of all of Lessee's rights under this Lease and then only in conjunction with an assignment of this Lease. 1.5 Except as otherwise set forth in the applicable FRTL Lease Offer, the First Offer Conditions shall include all of leasehold improvements, if any, remaining in such space and not subject to removal by the following; namely: (i) no Event of Default shall have occurred and former lessee, thereof will be continuing; (ii) Tenant shall not provided in their then be the subject of an Event of Bankruptcy, (iii) there shall remain in effect existing condition at the time that the Available said space is made available to Lessee. 1.6 Except as set forth above, in all respects, any such FRTL Space as to which such option is anticipated to be delivered to Tenant not less than three (3) years within the Term then in effect and (iv) the original named Tenant exercised shall remain in occupancy become a part of the Demised Premises. B. If the First Offer Conditions Premises and any reference in this Lease to such Premises shall be in effectdeemed to include such space, Landlord shall advise Tenant of the ability of Tenant to lease the Available Space. Tenant and Lessee shall have a period no right to extend or sooner terminate this Lease with respect to the FRTL Space unless otherwise provided in the FRTL Lease Offer 1.7 Lessee shall exercise its first right of fifteen (15) days following the date of Landlord’s written notice to advise Landlord in writing as to whether Tenant shall lease the Available Space. Should Tenant timely accept in writing the Available Space by written notice to Landlord (the “Election Notice”)refusal, if at all, within fifteen five (155) daysbusiness days after the Notice is received by Lessee; provided, then Tenant however Lessee shall lease use its reasonable efforts to respond in as short a time period as the Available Space as designated by Landlord and Landlord shall lease to Tenant such Available Space as provided hereincircumstances dictate. In such event, Tenant covenants and agrees Lessee's obligation to pay Minimum the Annual Rent for the Available Space at the then Fair Market Rental terms of comparable office space. Should the parties be unable to agree on the Fair Market Rental terms within thirty (30) days following provision by Tenant of the Election Notice, then the three (3) broker described method shall be employed for purposes of determining the Fair Market Rental. The brokers shall take into consideration the period of time that Tenant will be leasing the Available Space, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described in section C below. Provision by Tenant of its Election Notice shall be irrevocable and shall not be conditioned upon the acceptability of the Fair Market Rental to be determined by either mutual agreement of the parties, or by use of the three broker method. Consequently, both Landlord and Tenant shall be bound by the determination of the Fair Market Base Rental for such space pursuant shall commence on the earlier of (i) the commencement date provided for in the FRTL Lease Offer, or (ii) the date Lessee occupies any portion of such FRTL Space. 1.8 In the event Lessee fails or elects not to exercise any first right of refusal within said five (5) business day period, then Lessor shall have the right to lease such space to the three broker method described in Article 32. C. Tenant shall third party who made the offer to Lessor, but if Lessor does not execute a lease and accept the Available Space in the then existing physical condition thereof “as is” when tendered by Landlord; and unless otherwise mutually agreed to by the parties at the time, Landlord shall not be obligated to perform or pay for or grant Tenant any concessions or work allowance for any improvements or other work for the Available space. Such shall be taken into consideration by the brokers in the determination of the Fair Market Rental. D. Within thirty (30) days from receipt thereof, Tenant shall execute and return to Landlord an amendment to this Lease in form and content as prepared by Landlord (the “Available Space Amendment”), confirming the leasing to Tenant of such Available Space, a description thereof, the rental payable for such space, Tenant’s receipt and acceptance of possession thereof, and any other matters Landlord reasonably deems necessary consistent with this Article 31. However, neither the execution or delivery of the Available Space Amendment shall be considered as a condition precedent pertaining to the leasing by Tenant applicable FRTL Space with that third party within six (6) months after the date it provided Lessee the applicable FRTL Offer, Lessee's first right to refusal as set forth herein shall again be effective and Lessor must offer the applicable FRTL Space to Lessee upon receipt of the Available Space nor shall the failure of Tenant any offer to execute or deliver the Available Space Amendment be considered as a condition subsequent of the leasing by Tenant of the Available Spacelease that space.

FIRST RIGHT TO LEASE. A. In the event any portion of office space on the sixth floor shall become available for lease by Tenant after consideration of the existing rights of tenants (or their assigns) under the leases in effect as of the date of this Lease to exercise either renewal, extension or expansion rights, and provided Provided that at such time the First Offer Conditions (below defined) shall be in effect, then and in such event Tenant shall be afforded a right to lease such available space (the “Available Space”) within the Building upon the terms and conditions more particularly described in this Article 31. For purposes hereof, the First Offer Conditions shall include all of the following; namely: (i) no an Event of Default shall have occurred and be continuing; (ii) Tenant shall not then be outstanding, during the subject first thirty-six (36) full calendar months after the Rent Commencement ▇▇▇▇ (▇▇▇▇▇ ▇▇▇▇▇) the Tenant shall have the First Right to Lease the Lucent space located on the second floor of an Event the Building and containing approximately 41,000 square feet of Bankruptcyrentable area (the "Lucent Space"), (iii) there if the Lucent Space becomes available to lease during said 36 month period as a result of the actual or anticipated termination or expiration of the Lucent lease. Landlord shall remain in effect at the time that the Available Space is anticipated to be delivered provide written notice to Tenant not less than three (3) years within of Landlord's interest in leasing the Term then in effect and (iv) the original named Tenant shall remain in occupancy of the Demised Premises. B. If the First Offer Conditions shall be in effect, Landlord shall advise Tenant of the ability of Tenant to lease the Available Lucent Space. Tenant shall have a period five (5) business days from the date of fifteen its receipt of the notice from the Landlord to inform the Landlord, in writing, of its intent to lease the Lucent space. In the event the Tenant exercises its First Right to Lease the Lucent Space, then Landlord shall deliver the Lucent Space to Tenant in "AS-IS" condition within five (155) calendar days following after the later to occur of: (a) the date of Landlord’s written 's receipt of Tenant's notice to advise Landlord in writing as to whether Tenant shall lease of exercise; or (b) the Available Spacedate Lucent vacates the Lucent Space ("Lucent Space Commencement Date"). Should Tenant timely accept in writing the Available Space by written notice to Landlord (the “Election Notice”), within fifteen (15) days, then Tenant shall lease the Available Space as designated Upon delivery by Landlord and Landlord shall lease to Tenant such Available the Lucent Space shall be deemed to be part of the Premises and to be leased to Tenant on all the same terms and conditions as provided herein. In such eventare set forth in this Lease, Tenant covenants and agrees to pay Minimum Annual except that the Base Rent for the Available Space per square foot shall be at the then Fair Market Rental current annual rate paid by Tenant, and Tenant, in accordance with the terms of comparable office space. Should Section 10 herein, shall be given a $12.50 per square foot Tenant Improvement Allowance, subject to reduction in accordance with the parties following schedule: Tenant Improvement Allowance equals $12.50 per rentable square foot to be unable to agree reduced by $.15 per square foot per month beginning on the Fair Market Rental terms within thirty Rent Commencement Date (30Fifth Floor). For example: in the thirteenth (13/th/) month after the Rent Commencement Date (Fifth Floor), the Tenant Improvement Allowance shall be calculated as follows: $12.50 - ($.15 per month x 12 months = $1.80 reduction) = $10.70 per square foot for Tenant Improvement Allowance for Lucent Space. The rent commencement date for the Lucent Space shall be sixty (60) calendar days following provision by Tenant after the Lucent Space Commencement Date. The Tenant's Proportionate Share shall be recalculated as of the Election Notice, then rent commencement date for the three (3) broker described method shall be employed for purposes of determining the Fair Market Rental. The brokers shall Lucent Space to take into consideration account the period of time that Tenant will be leasing the Available Space, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described in section C below. Provision by Tenant of its Election Notice shall be irrevocable and shall not be conditioned upon the acceptability square footage of the Fair Market Rental to be determined by either mutual agreement of the parties, or by use of the three broker method. Consequently, both Landlord and Tenant shall be bound by the determination of the Fair Market Rental for such space pursuant to the three broker method described in Article 32. C. Tenant shall lease and accept the Available Space in the then existing physical condition thereof “as is” when tendered by Landlord; and unless otherwise mutually agreed to by the parties at the time, Landlord shall not be obligated to perform or pay for or grant Tenant any concessions or work allowance for any improvements or other work for the Available space. Such shall be taken into consideration by the brokers in the determination of the Fair Market Rental. D. Within thirty (30) days from receipt thereof, Tenant shall execute and return to Landlord an amendment to this Lease in form and content as prepared by Landlord (the “Available Space Amendment”), confirming the leasing to Tenant of such Available Space, a description thereof, the rental payable for such space, Tenant’s receipt and acceptance of possession thereof, and any other matters Landlord reasonably deems necessary consistent with this Article 31. However, neither the execution or delivery of the Available Space Amendment shall be considered as a condition precedent to the leasing by Tenant of the Available Space nor shall the failure of Tenant to execute or deliver the Available Space Amendment be considered as a condition subsequent of the leasing by Tenant of the Available Lucent Space.

FIRST RIGHT TO LEASE. A. In Landlord herein grants to Tenant the event any portion of office space on the sixth floor shall become available for lease by Tenant after consideration of the existing rights of tenants (or their assigns) under the leases in effect as of the date of this Lease to exercise either renewal, extension or expansion rights, and provided that at such time the First Offer Conditions (below defined) shall be in effect, then and in such event Tenant shall be afforded a first right to lease such available that certain space located at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, Palo Alto, California, consisting of approximately six thousand nine hundred thirty (6,930) square feet, as outlined in blue on Exhibit B (the “Available "Expansion Space”"), subject to the following terms and conditions: (a) within This first right to lease shall only become effective after the Building current lease for the Expansion Space is terminated and shall only be effective during the initial term of this lease to Tenant. Subject to the foregoing, upon the Expansion Space thereafter becoming available for leasing at any time during the initial lease term, Landlord shall notify Tenant in writing of the availability for lease of the Expansion Space and such notice shall set forth the terms and conditions more particularly described in this Article 31. For purposes hereofconditions, the First Offer Conditions shall include all of the following; namely: including, but not limited to, basic rent and term (i) no Event of Default shall have occurred and be continuing; (ii) Tenant shall not then be the subject of an Event of Bankruptcy, (iii) there shall remain in effect at the time that the Available Space is anticipated to be delivered to Tenant not less than exceed three (3) years within years), under which Landlord will lease the Term then in effect and expansion space to tenant (iv) the original named Tenant shall remain in occupancy of the Demised Premises"Offer"). B. If the First Offer Conditions shall be in effect, Landlord shall advise Tenant of the ability of Tenant to lease the Available Space. (b) Tenant shall have ten (10) calendar days from the date of the notice from Landlord (which notice may be given at any time after Landlord determines that the space is or will be coming available) to deliver to Landlord its written unconditional and irrevocable acceptance of such offer. If Tenant accepts the offer, an amendment to this lease or a period new lease covering the Expansion Space and incorporating said terms and conditions shall promptly be executed. If a new lease is executed with Tenant covering the Expansion Space such new lease shall provide that any default under this lease will also constitute a default under such new lease and Tenant agrees that any default by it under such new lease will also constitute a default under this lease. In the event Tenant rejects the offer, or does not answer within the specified time, or fails for any reason (unless such failure is due to the fault or delay of Landlord) to execute such amendment or new lease within fifteen (15) days following of Tenant's acceptance of the date Offer, Landlord shall thereafter be released from any further obligation to Tenant hereunder with respect to the Expansion Space and be free to negotiate with any number of Landlord’s written notice third parties and to advise lease (without further obligation to Tenant) the Expansion Space or any portion thereof upon any terms and conditions (whether more or less favorable) that Landlord in writing as and such third party may agree (provided that the amount of basic rent is at least ninety percent (90%) of the amount of basic rent offered to whether Tenant); if the amount of basic rent is less than ninety percent (90%) of the amount of basic rent previously offered to Tenant, Landlord shall be obligated to extend such offer to Tenant. In addition, if the Expansion again becomes available for lease during the initial term of this lease, then this first right to lease shall again apply. (c) This right of refusal shall not apply and Tenant shall have no rights hereunder in the event any tenant (or its successors or assigns) that now or hereafter occupies all or any portion of the Expansion Space desires to extend, renew or otherwise modify its lease or desires to expand its premises to include any portion of the Available Expansion Space. Should Tenant timely accept in writing the Available Space by written notice to Landlord (the “Election Notice”), within fifteen (15) days, then Tenant shall lease the Available Space as designated by Landlord and Landlord shall be free to extend, renew or modify such lease or amend such lease to add any portion of the Expansion Space without notice to Tenant. (d) This first right to lease shall be void and of no force and effect and shall confer no rights on Tenant such Available Space as provided herein. In such eventduring any period in which Tenant is in default under this lease. (e) Notwithstanding anything in this paragraph to the contrary, Tenant covenants Tenant's exercise of this first right to lease shall be subject to Landlord's review and agrees to pay Minimum Annual Rent for the Available Space approval of Tenant's financial condition (including, without limitation, Tenant's net worth, current ratio and working capital reserves) at the then Fair Market Rental terms time Tenant exercises this first right to lease and notwithstanding Tenant's rights hereunder Landlord shall have no obligation to lease the Expansion Space to Tenant unless Tenant's financial condition at the time of comparable office space. Should the parties be unable exercise is acceptable to agree on the Fair Market Rental terms within thirty Landlord. (30f) days following provision by All rights granted to Tenant of the Election Notice, then the three (3) broker described method shall be employed for purposes of determining the Fair Market Rental. The brokers shall take into consideration the period of time that pursuant to this paragraph are personal to Tenant will be leasing the Available Space, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described in section C below. Provision by Tenant of its Election Notice shall be irrevocable and shall may not be conditioned upon the acceptability of the Fair Market Rental to be determined by either mutual agreement of the parties, transferred or by use of the three broker methodassigned. Consequently, both If Landlord and Tenant shall be bound by the determination of the Fair Market Rental for such space pursuant to the three broker method described in Article 32. C. Tenant shall lease and accept the Available Space transfers its ownership interest in the then existing physical condition thereof “as is” when tendered by Landlord; Premises or Project this first right to lease shall lapse and unless otherwise mutually agreed to by the parties at the time, Landlord shall not be obligated to perform of no further force or pay for or grant Tenant any concessions or work allowance for any improvements or other work for the Available space. Such shall be taken into consideration by the brokers in the determination of the Fair Market Rentaleffect. D. Within thirty (30) days from receipt thereof, Tenant shall execute and return to Landlord an amendment to this Lease in form and content as prepared by Landlord (the “Available Space Amendment”), confirming the leasing to Tenant of such Available Space, a description thereof, the rental payable for such space, Tenant’s receipt and acceptance of possession thereof, and any other matters Landlord reasonably deems necessary consistent with this Article 31. However, neither the execution or delivery of the Available Space Amendment shall be considered as a condition precedent to the leasing by Tenant of the Available Space nor shall the failure of Tenant to execute or deliver the Available Space Amendment be considered as a condition subsequent of the leasing by Tenant of the Available Space.

FIRST RIGHT TO LEASE. A. In If, during the event original or any portion of office space on the sixth floor shall become available for lease by Tenant after consideration of the existing rights of tenants (or their assigns) under the leases in effect as of the date of this Lease to exercise either renewal, extension or expansion rights, and provided that at such time the First Offer Conditions (below defined) shall be in effect, then and in such event Tenant shall be afforded a right to lease such available additional term hereof any space (the “Available Space”) within in the Building upon Complex becomes available for lease due to expiration or termination of then existing leases, then Landlord shall offer the space to Tenant in writing at rates and other terms and conditions more particularly described in this Article 31. For purposes hereof, the First Offer Conditions shall include all (including term of the following; namely: (ilease and tenant improvement allowance) no Event of Default at which Landlord otherwise would offer the space to other parties. Tenant shall have occurred and be continuing; thirty (ii30) days to notify Landlord whether Tenant shall not then be the subject of an Event of Bankruptcy, (iii) there shall remain in effect at the time that the Available Space is anticipated to be delivered to Tenant not less than three (3) years within the Term then in effect and (iv) the original named Tenant shall remain in occupancy of the Demised Premises. B. If the First Offer Conditions shall be in effect, Landlord shall advise Tenant of the ability of Tenant desires to lease the Available Space. If Tenant notifies Landlord it desires to lease the Available Space, but Tenant and Landlord are unable to agree on a rental rate, then the rental rate shall be determined pursuant to the procedures for determining the rental rate for the Premises during an Option Period as set forth in Paragraph 14 (b) of this Lease. Other terms and conditions of the lease for the Available space would be substantially the same terms and conditions as this Lease. If Tenant does not notify Landlord that Tenant elects to lease the Available Space, then Landlord may offer such space to third parties. If at any time Landlord anticipates making or receiving an offer or letter of intent for lease of the Available Space, Landlord may notify Tenant of the identity of the potential tenant (“Notice of Potential Tenant”). Tenant shall have twenty (20) days after receipt of such notice to determine in its reasonable judgment and notify Landlord whether the potential tenant so identified is a period competitor of Tenant. If Tenant does not notify Landlord within twenty (20) days after receipt of the Notice of Potential Tenant, that the potential tenant is a competitor, any offer to Landlord from that potential tenant shall not be subject to the right of refusal below. If Tenant notifies Landlord that the potential tenant is a competitor or if Landlord has not provided Tenant with Notice of Potential Tenant (with time to respond as provided above), any offer or letter of intent to or from the potential tenant shall be subject to the following right of refusal. Prior to entering into any lease or rental agreement thereafter for the Available Space, Landlord shall first give Tenant written notice (“Notice of Proposed Lease”), with full particulars of the proposed lease or rental agreement (such as an executed letter of intent) and the identity of the proposed tenant. Tenant shall have five (5) days after receipt of the Notice of Proposed Lease to notify Landlord of the determination by its Real Estate Operations group or its Operations Division whether the potential tenant is a competitor and the recommendation whether to exercise the right of refusal. If the Real Estate Operations group or Operations Division recommends not to exercise the right, the right shall be deemed waived. If the recommendation is to exercise the right, Tenant shall have fifteen (15) days following after receipt of the date Notice of Landlord’s written notice Proposed Lease to advise Landlord in writing as elect to whether Tenant shall lease the Available SpaceSpace for the same rent and other economic terms proposed and otherwise on the terms and conditions in this Lease, provided that no term or condition of this Lease shall materially effect the economic terms of the proposed lease. Should If Tenant timely accept in writing the Available Space fails to exercise its right to lease such space by giving Landlord written notice to Landlord (of acceptance within the “Election Notice”), within stated fifteen (15) daysday period, or by waiving pursuant to the internal recommendation then Landlord may enter into such lease or rental arrangement with the third party identified in the notice on substantially the terms stated in the Notice of Proposed Lease. Failure by Tenant to lease any Available Space when so offered or notified by Landlord shall lease not relieve Landlord of its obligation under this Paragraph if, as and when other space or the Available Space as designated by Landlord and Landlord shall lease to Tenant such Available Space as provided herein. In such event, Tenant covenants and agrees to pay Minimum Annual Rent again becomes available for the Available Space at the then Fair Market Rental terms of comparable office space. Should the parties be unable to agree on the Fair Market Rental terms within thirty (30) days following provision by Tenant of the Election Notice, then the three (3) broker described method shall be employed for purposes of determining the Fair Market Rental. The brokers shall take into consideration the period of time that Tenant will be leasing the Available Space, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described in section C below. Provision by Tenant of its Election Notice shall be irrevocable and shall not be conditioned upon the acceptability of the Fair Market Rental to be determined by either mutual agreement of the parties, or by use of the three broker method. Consequently, both Landlord and Tenant shall be bound by the determination of the Fair Market Rental for such space pursuant to the three broker method described in Article 32lease. C. Tenant shall lease and accept the Available Space in the then existing physical condition thereof “as is” when tendered by Landlord; and unless otherwise mutually agreed to by the parties at the time, Landlord shall not be obligated to perform or pay for or grant Tenant any concessions or work allowance for any improvements or other work for the Available space. Such shall be taken into consideration by the brokers in the determination of the Fair Market Rental. D. Within thirty (30) days from receipt thereof, Tenant shall execute and return to Landlord an amendment to this Lease in form and content as prepared by Landlord (the “Available Space Amendment”), confirming the leasing to Tenant of such Available Space, a description thereof, the rental payable for such space, Tenant’s receipt and acceptance of possession thereof, and any other matters Landlord reasonably deems necessary consistent with this Article 31. However, neither the execution or delivery of the Available Space Amendment shall be considered as a condition precedent to the leasing by Tenant of the Available Space nor shall the failure of Tenant to execute or deliver the Available Space Amendment be considered as a condition subsequent of the leasing by Tenant of the Available Space.

FIRST RIGHT TO LEASE. A. In During the event Lease term, Tenant shall have the one time first right to lease, subject to any existing tenant’s renewal options or first right to lease, any space that is horizontally adjacent to the Premises (“Offer Space”) which Tenant desires to lease before Landlord leases such Offer Space to a third party, subject to the following. If Landlord desires to lease any portion of office space on the sixth floor shall become available for Offer Space to a specific prospective Tenant with which Landlord is in active lease by discussions, Landlord must notify Tenant after consideration of the existing rights of tenants (or their assigns) under the leases in effect Landlord’s notice being referred to herein as of the date of this Lease to exercise either renewal, extension or expansion rights, and provided that at such time the First Offer Conditions (below defined) shall be in effect, then and in such event Tenant shall be afforded a right to lease such available space (the “Available SpaceOffer Notice”) within the Building upon the terms and conditions more particularly described in this Article 31). For purposes hereof, the First The Offer Conditions Notice shall include specify all of the following; namely: (i) no Event business terms of Default shall have occurred and be continuing; (ii) the proposed terms to such prospective Tenant. Tenant shall not then be the subject of an Event of Bankruptcymay, (iii) there shall remain in effect at the time that the Available Space is anticipated to be by written notice delivered to Tenant not less than three Landlord within five business (3) years within the Term then in effect and (iv) the original named Tenant shall remain in occupancy of the Demised Premises. B. If the First Offer Conditions shall be in effect, Landlord shall advise Tenant of the ability of Tenant to lease the Available Space. Tenant shall have a period of fifteen (155) days following the date of LandlordTenant’s written receipt of such Offer Notice (Tenant’s notice being referred to advise Landlord in writing herein as to whether Tenant shall lease the Available Space. Should Tenant timely accept in writing the Available Space by written notice to Landlord (the an “Election Notice”), within fifteen (15) days, then Tenant shall elect to lease the Available Offer Space as designated by Landlord and Landlord shall lease to Tenant such Available Space as provided herein. In such event, Tenant covenants and agrees to pay Minimum Annual Rent for identified in the Available Space at the then Fair Market Rental terms of comparable office space. Should the parties be unable to agree on the Fair Market Rental terms within thirty (30) days following provision by Tenant of the Election Notice, then the three (3) broker described method shall be employed for purposes of determining the Fair Market Rental. The brokers shall take into consideration the period of time that Tenant will be leasing the Available Space, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described in section C below. Provision by Tenant of its Election Offer Notice shall be irrevocable and shall not be conditioned upon the acceptability of the Fair Market Rental same terms and conditions as set forth in such offer to be determined by either mutual agreement of the partiessuch prospective Tenant. If Tenant timely sends such written notice to Landlord, or by use of the three broker method. Consequently, both Landlord and Tenant shall be bound by the determination of the Fair Market Rental for such space pursuant to the three broker method described in Article 32. C. Tenant shall lease and accept the Available Space in the then existing physical condition thereof “as is” when tendered by Landlord; and unless otherwise mutually agreed to by the parties at the time, Landlord shall not be obligated to perform or pay for or grant Tenant any concessions or work allowance for any improvements or other work for the Available space. Such shall be taken enter into consideration by the brokers in the determination of the Fair Market Rental. D. Within thirty (30) days from receipt thereof, Tenant shall execute and return to Landlord an amendment to this Lease for the purpose of adding such space to the terms of this Lease and making any other adjustments which may be appropriate in form and content as prepared by connection therewith. If Tenant does not timely send Landlord (the “Available Space Amendment”), confirming the leasing to Tenant of such Available Space, a description thereof, the rental payable for such space, Tenant’s receipt and acceptance of possession thereofElection Notice, and any other matters Landlord reasonably deems necessary consistent with this Article 31. However, neither the execution or delivery shall thereafter be entitled to lease such portion of the Available Offer Space Amendment shall be considered as a condition precedent upon the terms set forth in the Offer Notice to the leasing by prospective Tenant of the Available Space nor shall the failure of Tenant to execute or deliver the Available Space Amendment be considered as a condition subsequent of the leasing by Tenant of the Available Spaceset forth therein.

FIRST RIGHT TO LEASE. A. In After the event date of execution of Amendment G, whenever Landlord desires to lease any portion of office space on the sixth floor shall become available for lease by Tenant after consideration of the existing rights of tenants unleased rentable space in the Building (or their assignsthe “First Right Space”) under the leases in effect (which Landlord and Tenant acknowledge that as of the date this Amendment G is executed consists of this Lease to exercise either renewal, extension or expansion rights, and provided that at such time the First Offer Conditions (below defined) shall be in effect, then and in such event Tenant shall be afforded a right to lease such available space (the “Available Space”) within the Building upon the terms and conditions more particularly Remaining Space described in this Article 31. For purposes hereof, the First Offer Conditions shall include all Paragraph 9 of the following; namely: (i) no Event of Default shall have occurred and be continuing; (ii) Tenant shall not then be the subject of an Event of Bankruptcy, (iii) there shall remain in effect at the time that the Available Space is anticipated to be delivered to Tenant not less than three (3) years within the Term then in effect and (iv) the original named Tenant shall remain in occupancy of the Demised Premises. B. If the First Offer Conditions shall be in effectAmendment G), Landlord shall advise send to Tenant a “Special Notice” setting forth its desire to lease all or any portion of the ability First Right Space. The Special Notice shall contain a description of Tenant the First Right Space which Landlord so desires to lease and Landlord’s determination of the Available “Fair Market Rental Rate” (as defined in Section 5(b) of the Original Lease) for such First Right Space. Tenant shall have a period the right to lease all, but not less than all, of fifteen (15) days following the date of Landlord’s written notice to advise Landlord First Right Space described in writing as to whether Tenant shall lease the Available Space. Should Tenant timely accept in writing the Available Space by written notice to Landlord (the “Election Notice”), within fifteen (15) days, then Tenant shall lease the Available Space as designated by Landlord and Landlord shall lease to Tenant such Available Space as provided herein. In such event, Tenant covenants and agrees to pay Minimum Annual Rent for the Available Space Special Notice at the then Fair Market Rental terms of comparable office space. Should the parties be unable to agree on the Fair Market Rental terms Rate for such space and for a term which shall be coterminous with the Lease, by delivering written notice of such election to Landlord within thirty five (305) business days following provision by Tenant after receipt of the Election Special Notice, then the three (3) broker described method shall be employed for purposes of determining the Fair Market Rental. The brokers shall take into consideration the period of time that and, upon and concurrent with Tenant’s notice, Tenant will be leasing the Available Spacemay, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described in section C below. Provision by Tenant of at its Election Notice shall be irrevocable and shall not be conditioned upon the acceptability of the Fair Market Rental option, object to be determined by either mutual agreement of the parties, or by use of the three broker method. Consequently, both Landlord and Tenant shall be bound by the Landlord’s determination of the Fair Market Rental Rate, in which case the parties shall follow the procedure, and the Fair Market Rental Rate for the First Right Space shall be determined, as set forth in Section 5(b) of the Original Lease. At Landlord’s election, any Special Notice may refer to one or more separate parcels of the First Right Space and if such space Special Notice refers to more than one parcel, Tenant may elect to take all, some, one or none of such parcels within such five (5) business day period pursuant to the three broker method foregoing provisions of this Section 59. If Tenant does not timely elect to lease the First Right Space (or any separate parcel(s) of First Right Space) described in Article 32. C. Tenant shall lease and accept the Available Space in the then existing physical condition thereof “as is” when tendered by Landlord; and unless otherwise mutually agreed to by the parties at the time, Landlord shall not be obligated to perform or pay for or grant Tenant any concessions or work allowance for any improvements or other work for the Available space. Such shall be taken into consideration by the brokers in the determination of the Fair Market Rental. D. Within thirty (30) days from receipt thereof, Tenant shall execute and return to Landlord an amendment to this Lease in form and content as prepared by Landlord (the “Available Space Amendment”), confirming the leasing to Tenant of such Available Space, a description thereof, the rental payable for such spaceSpecial Notice, Tenant’s receipt and acceptance of possession first right to lease such First Right Space (or separate parcel (s) thereof) shall terminate, and Landlord may thereafter lease all or any other matters portion of such First Right Space to anyone else on any terms that Landlord reasonably deems necessary consistent with desires. The first right set forth in this Article 31Section 59 is not personal to Tenant and may be assigned to any assignee of Tenant. However, neither the execution or delivery For purposes of the Available First Right Space Amendment only, the term Tenant shall be considered as limited to Nestle Food Company, an assignee which assumes the entire Lease, or a condition precedent to subtenant which subleases the leasing by Tenant of the Available Space nor shall the failure of Tenant to execute or deliver the Available Space Amendment be considered as a condition subsequent of the leasing by Tenant of the Available Spaceentire Premises.”

FIRST RIGHT TO LEASE. A. In the event Tenant shall have a continuing first right to lease, exercisable at any portion of office space on the sixth floor shall become available for lease by Tenant time after consideration of the existing rights of tenants (or their assigns) under the leases in effect as of the date full execution of this Lease Lease, any space that becomes available on floors immediately above or below the Premises ("Additional Expansion Space"). In addition, Tenant shall have a continuing first right to lease, exercisable at any time after full execution of this Lease, any additional available lower level or storage space ("Additional Storage Space"). Tenant shall not be entitled to exercise either renewal, extension or expansion rights, and provided that at such time the First Offer Conditions (below defined) shall be in effect, then and in such event Tenant shall be afforded a right aforesaid rights to lease such available space (Additional Expansion Space or Additional Storage Space if, at the “Available Space”) within time Tenant is entitled to exercise said rights Tenant has subleased or has entered into an agreement to sublease in the Building future more into by Landlord and a third party upon the terms and conditions more particularly described set forth in this Article 31. For purposes hereof, the First Offer Conditions shall include all of the following; namely: Second Offering Notice within such six (i6) no Event of Default shall have occurred and be continuing; (ii) Tenant shall not then be the subject of an Event of Bankruptcy, (iii) there shall remain in effect at the time that the Available Space is anticipated to be delivered to Tenant not less than three (3) years within the Term then in effect and (iv) the original named Tenant shall remain in occupancy of the Demised Premises. B. If the First Offer Conditions shall be in effect, Landlord shall advise Tenant of the ability of Tenant to lease the Available Space. Tenant shall have a period of fifteen (15) days following the date of Landlord’s written notice to advise Landlord in writing as to whether Tenant shall lease the Available Space. Should Tenant timely accept in writing the Available Space by written notice to Landlord (the “Election Notice”), within fifteen (15) days, then Tenant shall lease the Available Space as designated by Landlord and Landlord shall lease to Tenant such Available Space as provided herein. In such event, Tenant covenants and agrees to pay Minimum Annual Rent for the Available Space at the then Fair Market Rental terms of comparable office space. Should the parties be unable to agree on the Fair Market Rental terms within thirty (30) days following provision by Tenant of the Election Notice, then the three (3) broker described method shall be employed for purposes of determining the Fair Market Rental. The brokers shall take into consideration the period of time that Tenant will be leasing the Available Space, inasmuch as the term therefor shall be co-terminous with the Term together with the factors described in section C below. Provision by Tenant of its Election Notice shall be irrevocable and shall not be conditioned upon the acceptability of the Fair Market Rental to be determined by either mutual agreement of the partiesmonth period, or by use of the three broker method. Consequently, both Landlord and Tenant shall be bound by the determination of the Fair Market Rental for if such space pursuant to the three broker method described in Article 32. C. Tenant shall lease and accept the Available Space in the then existing physical condition thereof “as is” when tendered by Landlord; and unless otherwise mutually agreed to by the parties at the time, Landlord shall not be obligated to perform or pay for or grant Tenant any concessions or work allowance again becomes available for any improvements or other work for the Available space. Such shall be taken into consideration by the brokers in the determination of the Fair Market Rental. D. Within thirty (30) days from receipt thereofreason, Tenant shall execute and return again have the first right to Landlord an amendment to lease such Additional Expansion Space in accordance with the terms of this Lease in form and content as prepared by Landlord (the “Available Space Amendment”), confirming the leasing to Tenant of such Available Space, a description thereof, the rental payable for such space, Tenant’s receipt and acceptance of possession thereof, and any other matters Landlord reasonably deems necessary consistent with this Article 31Paragraph 39. However, neither the execution or delivery of the Available Space Amendment shall be considered as a condition precedent to the leasing by Tenant of the Available Space nor In no event shall the failure of Landlord and Tenant to execute agree to terms under this First Right to Lease result in the loss of any of Tenant's renewal or deliver the Available Space Amendment be considered as a condition subsequent other expansion option rights or change of the leasing by terms thereof. In the event Tenant leases Additional Expansion Space, the Additional Expansion Space Improvements shall be constructed in accordance with the provisions of Exhibit B and the Available Space.Additional Expansion Space Improvement Allowance, if any, shall be paid in accordance with the provisions of Exhibit B.