Common use of Right of First Offer Clause in Contracts

Right of First Offer. If Sublandlord determines to sublease any -------------------- part of the Master Premises other than the Subleased Premises (each such space an "Expansion Space"), then Sublandlord shall notify Subtenant of the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenant, within ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicable.

Right of First Offer. If Sublandlord determines Subject to sublease the provisions hereinafter set forth and subject and subordinate to the rights of any -------------------- part other tenant of the Master Premises other than Building, Landlord hereby grants to Tenant the Subleased right to lease, on the terms and conditions hereinafter set forth, 30,000 square feet of space adjacent to the Premises (each such space an as shall be determined by Landlord) (the "Expansion First Offer Space"), then Sublandlord if such space becomes available for leasing during the Term of this Lease and, at a subsequent time (to be determined by Landlord) during the Term, an additional 30,000 square feet of space adjacent to the Premises (as shall notify Subtenant be determined by Landlord) (the "Second Offer Space"), if such space becomes available for leasing during the Term of this Lease. If, during the Term of the terms on which Sublandlord Lease, Landlord elects to market the First Offer Space or the Second Offer Space to third parties, Landlord shall give Tenant written notice that the First Offer Space or the Second Offer Space is willing to lease such Expansion Spaceavailable for leasing. If SubtenantIf, within ten (10) business days after receipt the delivery of Sublandlord's such notice, Tenant shall give Landlord written notice indicates in writing that Tenant elects to negotiate a lease of the First Offer Space or the Second Offer Space, as the case may be, Landlord shall not offer such space for rent to a third party for ten (10) days after Tenant gives Landlord notice of its agreement desire to negotiate a lease for the First Offer Space or the Second Offer Space. Tenant may only lease the Expansion entire, but not less than the entire, First Offer Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's noticeor Second Offer Space. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within During said ten (10) business day period, then Sublandlord thereafter Landlord and Tenant shall have negotiate a lease for the First Offer Space or the Second Offer Space, as the case may be, in good faith. If Tenant gives Landlord notice that it does not elect to negotiate a lease for such First Offer Space or Second Offer Space or if, within ten (10) days following Landlord's receipt of notice that Tenant desires to negotiate a lease for the First Offer Space or the Second Offer Space, as the case may be, the parties shall fail to agree on the terms of a lease therefor, this right to sublease of first offer shall terminate and be of no force and effect and Landlord may lease such Expansion Space space to a third party on substantially similar such terms stated in Sublandlord's notice, which economic terms are substantially and conditions as Landlord may desire. The Base Rent for the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion First Offer Space and the provisions of this paragraph Second Offer Space shall again be applicableat the then Fair Market Rental Rate for each respective space.

Right of First Offer. If Sublandlord determines Subject to sublease the rights of any -------------------- part tenants of the Master Building or Project existing as of the date of this Lease, provided this Lease is then in full force and effect, there exists no Default, there is no sublease of any portion of the Premises other than or assignment of any of Tenant’s interest in this, from and after the Subleased Premises last day of the thirty-sixth (36th) month of the Term (and continuing through the last day of the initial Term of this Lease), Landlord hereby grants Tenant a one-time right of first offer to lease all (but not a portion) of the approximately 8,001 square feet of Rentable Floor Area located commonly known as ▇▇▇▇▇ ▇▇▇▇-▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇▇-▇ (5,119 square feet) of the Building and shown on Exhibit A hereto (each such space an "Expansion a “ROFO Space"”), then Sublandlord shall notify Subtenant of upon the other terms on which Sublandlord is willing to lease such Expansion Spaceand conditions set forth herein. If SubtenantLandlord intends to market for Lease either ROFO Space, within ten (10) business days after receipt of Sublandlord's Landlord shall give Tenant written notice indicates in writing its agreement thereof, offering to lease the Expansion applicable ROFR Space on (or the applicable portion thereof) to Tenant upon the terms stated in Sublandlord's notice, then Sublandlord and conditions and at the rental rate that Landlord intends to market the applicable ROFO Space for Lease. In no event shall sublease Tenant be pe1mitted to Subtenant and Subtenant lease less than all of the applicable ROFO Space which is the subject of Landlord’s offer. Tenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's noticehave five (5) Business Days to accept or reject such offer. If Subtenant does not indicate in writing its agreement Tenant rejects such offer or fails to lease such Expansion Space on the terms contained in Sublandlord's notice respond within said ten five (105) business day Business Day period, then Sublandlord thereafter Landlord shall have the right be entitled to sublease such Expansion Space market said space for lease to a third party on substantially similar such terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered and conditions desirable to SubtenantLandlord. If Sublandlord does not lease Tenant accepts said offer, then Tenant shall have leased such Expansion space upon the terms contained in said offer. The Rent for said ROFO Space within one hundred twenty shall commence on the earlier to occur of (120i) thirty (30) days after the expiration Landlord delivers possession of said ten (10) business day periodsuch space to Tenant for Tenant’s installation of its leasehold improvements, or if Sublandlord desires (ii) the date Tenant occupies such ROFR Space. If Tenant leases a ROFO Space, Landlord shall prepare an amendment to sublease reflect the addition of the applicable ROFR Space to the Premises. Tenant shall execute and return such Expansion amendment to Landlord within fifteen (15) days after Tenant’s receipt of same, but an otherwise valid exercise of the within right of first refusal to lease such ROFO Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed fully effective whether or not such amendment is executed. Landlord and Tenant hereby acknowledge and agree that this Right of First Offer is a new determination one-time Right of First Offer as to each ROFO Space, and once each ROFO Space has been offered by Landlord to lease the Expansion Tenant, Tenant’s rights with regard to such ROFO Space shall be null and the provisions void and of this paragraph shall again be applicableno fmiher force and effect.

Right of First Offer. (a) If Sublandlord determines at any time after the date hereof, Owner decides to sublease offer the Premises for sale to any -------------------- part third party unless such offer is for the collective portfolio sale of all four of the premises demised under the Master Premises other than the Subleased Premises (each such space an "Expansion Space"Lease), then Sublandlord Landlord shall notify Subtenant of first offer by written notice (the “Offer”) to sell the Premises to Tenant for a specific purchase price (the “ROFO Purchase Price”) and, upon such terms and conditions as Landlord, in Landlord’s sole discretion, would otherwise intend to offer to sell the Premises, prior to Owner’s offering to sell the Premises to any such third party except that the terms and conditions of any such sale to Tenant shall be (i) consistent with the terms and provisions of this Paragraph 13 and (ii) the sale to Tenant shall be “AS IS”, “WHERE IS”, without representation or warranty by Owner. If Owner shall make the Offer, then, whether or not Tenant has accepted the Offer, Owner shall have the unilateral right, in Owner’s sole discretion, to revoke the Offer if an Event of Default exists under the Sublease on the date on which Sublandlord is willing Owner shall give, or would otherwise be required to lease such Expansion Space. If Subtenantgive, within ten Tenant the Offer. (10b) business days after receipt of Sublandlord's written notice indicates in writing its agreement to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter Tenant shall have the right to sublease accept the Offer only by giving Owner written notice of such Expansion Space acceptance (the “ROFO Notice”) within thirty (30) days after delivery by Owner to Tenant of the Offer. Time shall be of the essence with respect to said thirty (30) day period and delivery of the ROFO Notice by Tenant. If Tenant shall accept the Offer, Tenant shall execute any documentation reasonably required by Owner to reflect Tenant’s acceptance of the Offer. Notwithstanding anything to the contrary contained in this Agreement or the Sublease, upon the delivery of the ROFO Notice by Tenant, no event or circumstances affecting the Premises including, but not limited to, a condemnation or casualty, shall give Tenant any right or option of Tenant to cancel, surrender or otherwise terminate the Sublease, provided that the condemnation or casualty proceeds are delivered to Tenant (less any amounts due under the Sublease or any expenses incurred by Owner in connection with such casualty or condemnation). (c) If Tenant does not accept, or fails to accept, the Offer in accordance with the provisions herein, Owner shall be under no further obligation with respect to such Offer pursuant to the terms contained herein, and Tenant shall have forever waived and relinquished its right to such Offer, and Owner shall at any and all times thereafter be entitled to market the Premises to others upon such terms and conditions as Owner in its sole discretion may determine, except that if the price (“Third Party Price”) for which Owner enters into a binding contract (“Third Party Contract”) to sell the Leased Premises is less than ninety five percent (95%) of the ROFO Purchase Price, Tenant shall have fifteen (15) days in which to accept the Third Party Price. Tenant shall, within five (5) days after Owner’s request therefor, deliver an instrument in form reasonably satisfactory to Owner confirming the aforesaid waiver, but no such instrument shall be necessary to make the provisions hereof effective. (d) If Tenant does not timely deliver the ROFO Notice and the Premises are transferred to a third party on substantially similar terms stated in Sublandlord's noticeor after the Attornment Date, which economic terms are substantially Tenant will attorn to such third party as the same Owner and such party shall not disturb Tenant’s occupancy of the Premises. Tenant and such third party will execute such documents confirming the agreement referred to above and such other agreements as those offered to Subtenant. either may reasonably request, provided that such agreements do not increase the liabilities and obligations of either Tenant or such other party hereunder. (e) If Sublandlord Tenant does not lease such Expansion Space within one hundred twenty timely deliver the ROFO Notice and the Premises are transferred to a third party, Tenant hereby waives the option to purchase contained in Section 8 hereof. (120f) days after Notwithstanding anything to the expiration of said ten (10) business day periodcontrary contained herein, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph Paragraph 8 shall again not apply to or prohibit (i) any mortgaging, subjection to deed of trust or other hypothecation of Owner’s interest in the Premises, (ii) any sale of the Premises pursuant to a private power of sale under or judicial foreclosure of any mortgage or other security instrument or device to which Owner’s interest in the Premises is now or hereafter subject, (iii) any transfer of Owner’s interest in the Premises to a mortgage lender, beneficiary under deed of trust or other holder of a security interest therein or their designees by deed in lieu of foreclosure, (iv) any transfer of the Premises to any governmental or quasi-governmental agency pursuant to a condemnation of the Premises, (v) any transfer of the Premises or any interest therein or in Owner to any affiliate of Corporate Property Associates 12 Incorporated (“CPA:12”) or Corporate Property Associates 14 Incorporated (“CPA:14”), Corporate Property Associates 15 Incorporated (“CPA:15”), Corporate Property Associates 16-Global Incorporated (“CPA:16”) or to any entity for whom W.P. ▇▇▇▇▇ & Co. LLC or any of its affiliates provides management or advisory services or investment advice (any of the foregoing, a “▇▇▇▇▇ Affiliate”), (vi) a transfer to any person or entity to whom CPA:14 sells all or substantially all of its assets, (vii) any transfer of the interest of CPA-14 in Owner to any ▇▇▇▇▇ Affiliate. (g) If the Premises is purchased by Tenant pursuant to this Paragraph 13, Owner need not convey any better title thereto than that which was conveyed to Owner, and Tenant shall accept such title, subject, however, to the Permitted Encumbrances (as defined in the Master Lease) and to all other liens, exceptions and restrictions on, against or relating to any of the Premises and to all applicable laws, but free of the lien of and security interest created by any mortgage or assignment of leases and rents and liens, exceptions and restrictions on, against or relating to the Premises which have been created by or resulted solely from acts of Owner after the date of the Master Lease, unless the same are Permitted Encumbrances or customary utility easements benefiting the Premises or were created with the concurrence of Tenant or Sublandlord or as a result of a default by Tenant under the Sublease or Sublandlord under the Master Lease. (h) Upon the date fixed for a purchase of the Premises pursuant to this Paragraph 13 which shall be a date mutually acceptable to Owner and Tenant which shall be no later than either sixty (60) days following acceptance of the Offer or the date specified in the Third Party Contract, if applicable, (the “Purchase Date”), Tenant shall pay to Owner, or to any Person to whom Owner directs payment, the ROFO Purchase Price and all other sums payable by Tenant under the Offer by wire transfer and Owner shall deliver to Tenant or its designee (i) a deed with covenant against grantor’s acts which describes the Premises being conveyed and conveys the title thereto as provided in Paragraph 13(f) above and (ii) such other instruments as shall be necessary to transfer the Premises to Tenant or its designee. If on the Purchase Date any monetary obligations remain outstanding under the Sublease, Tenant shall pay to Owner on the Purchase Date the amount of such monetary obligations. Upon the completion of such purchase by Tenant or its designee, the Sublease and all obligations and liabilities of Tenant thereunder shall terminate, except any undischarged obligations of Tenant under the Sublease, actual or contingent, which arise on or prior to the expiration or termination of the Sublease or which survive such expiration or termination by their own terms. Any prepaid monetary obligations under the Sublease paid to Owner shall be prorated as of the Purchase Date, and the prorated unapplied balance shall be deducted from the ROFO Purchase Price due to Owner; provided, that no apportionment of any Impositions (as defined in the Sublease) shall be made upon any such purchase. (i) If the completion of the purchase by Tenant or its designee pursuant to this Paragraph 13 shall be delayed after the date scheduled for such purchase, Base Rent and Additional Rent shall continue to be due and payable under the Sublease until completion of such purchase.

Right of First Offer. If Sublandlord determines to sublease Provided Tenant is not then in Default under any -------------------- part provision of the Master Lease, and provided further that Tenant is occupying the entire Premises other than and has not assigned or sublet any of its interest in the Subleased Premises Lease (each such space except in connection with a Permitted Transfer of the Lease to an "Expansion Space"Affiliate as described in Section 9.2 thereof), then Sublandlord shall notify Subtenant Landlord hereby grants Tenant a one-time right (“First Right”) to lease, during the initial 72 month Term of the Lease, any contiguous space on the 11th floor in the Building and shown on Exhibit A-1 hereto (“First Right Space”) in accordance with and subject to the provisions of this Section; provided that this First Right shall cease to be effective during the final 12 months of the Term. Except as otherwise provided below, prior to leasing the First Right Space, or any portion thereof, to any other party during the period that this First Right is in effect and after determining that the existing tenant in the First Right Space will not extend or renew the term of its lease, Landlord shall give Tenant written notice of the basic economic terms on including but not limited to the Basic Rent, term, operating expense base, security deposit, and tenant improvement allowance (collectively, the “Economic Terms”), upon which Sublandlord Landlord is willing to lease such Expansion Spaceparticular First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant’s benefit. If SubtenantIt is understood that should Landlord intend to lease other office space in addition to the First Right Space as part of a single transaction, within ten (10) then Landlord’s notice shall so provide and all such space shall collectively be subject to the following provisions. Within 5 business days after receipt of Sublandlord's Landlord’s notice, Tenant must give Landlord written notice indicates pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the space specified in writing its agreement Landlord’s notice (the “Designated Space”) upon such Economic Terms and the same non-Economic Terms as set forth in the Lease; (ii) refuse to lease the Expansion Designated Space, specifying that such refusal is not based upon the Economic Terms, but upon Tenant’s lack of need for the Designated Space, in which event Landlord may lease the Designated Space on upon any terms it deems appropriate; or (iii) refuse to lease the terms stated Designated Space, specifying that such refusal is based upon said Economic Terms, in Sublandlord's noticewhich event Tenant shall also specify revised Economic Terms upon which Tenant shall be willing to lease the Designated Space. In the event that Tenant does not so respond in writing to Landlord’s notice within said period, Tenant shall be deemed to have elected clause (ii) above. In the event Tenant gives Landlord notice pursuant to clause (iii) above, Landlord may elect to either (x) lease the Designated Space to Tenant upon such revised Economic Terms and the same other non-Economic Terms as set forth in the Lease, or (y) lease the Designated Space to any third party upon Economic Terms which are not materially more favorable to such party than those Economic Terms proposed by Tenant. Should Landlord so elect to lease the Designated Space to Tenant, then Sublandlord Landlord shall sublease promptly prepare and deliver to Subtenant Tenant an amendment to the Lease consistent with the foregoing, and Subtenant Tenant shall sublease from Sublandlord execute and return same to Landlord within 10 days. Tenant’s failure to timely return the Expansion amendment shall entitle Landlord to specifically enforce Tenant’s commitment to lease the Designated Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement or to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space space to a third party on substantially similar terms stated in Sublandlord's noticeparty. Notwithstanding the foregoing, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction it is understood that Tenant’s First Right shall be deemed a new determination subject to any extension or expansion rights previously granted by Landlord to lease any third party tenant in the Expansion Building prior to the date hereof, as well as to any such rights which may hereafter be granted by Landlord to any third party tenant occupying the First Right Space or any portion thereof, and Landlord shall in no event be obligated to initiate this First Right prior to leasing any portion of the provisions First Right Space to the then-current occupant thereof. Tenant’s rights under this Section shall be personal to the original Tenant named in the Lease and may not be assigned or transferred (except in connection with a Permitted Transfer of the Lease to an Affiliate as described in Section 9.2 thereof). Any other attempted assignment or transfer shall be void and of no force or effect. Time is specifically made of the essence of this paragraph shall again be applicableSection.

Right of First Offer. If Sublandlord determines to sublease any -------------------- part (A) Provided that as of the Master date of the giving of Landlord’s First Offer Notice (as hereafter defined), (i) Tenant has not sublet the Premises or assigned this Lease (other than the Subleased Premises (each such space an "Expansion Space"pursuant to a Permitted Transfer), (ii) at the time of exercise, Tenant’s creditworthiness is sufficient to enable Tenant to perform its obligations under this Lease as expanded by the addition of the Offered Space (defined below), (iii) no default exists beyond applicable notice and cure periods, and (iv) the remaining term of this Lease is not less than five (5) years (with the benefit of any remaining extension options), Landlord shall not lease any space first coming available after the Commencement Date (specifically excluding telecom or other utility leases or licenses, including without limitation, telecom closets and rooftop telecom facilities) in all adjacent space on any and all Tenant-occupied floors of the Building (“Offered Space”) to any party without first offering to Tenant (“Right of First Offer”) the right to include such Offered Space within the Premises on the same terms and conditions upon which Landlord intends, in good faith, to offer the Offered Space for lease (such rental rates shall be prevailing market rates, factoring any concessions then Sublandlord being offered in the marketplace, including market tenant improvement allowances); provided, that the terms for Tenant’s leasing of both the Premises initially demised hereunder and the Offered Space shall notify Subtenant of have the same Expiration Date. (B) Such offer will be made by Landlord to Tenant in a written notice promptly after the ROFO space becomes available (the “First Offer Notice”), which offer will specify the terms on which Sublandlord is willing Landlord intends to offer the Offered Space for lease such Expansion Spacein the marketplace. If Subtenant, Tenant may (i) accept the offer set forth in the First Offer Notice by delivering to Landlord an unconditional acceptance or (ii) accept the offer but object to the annual fixed rental set forth in the First Offer Notice (“Tenant’s Notice”) within ten (10) business days after delivery by Landlord of the First Offer Notice to Tenant. Time is of the essence with respect to the giving of Tenant’s Notice. Tenant must accept all Offered Space offered by Landlord in a First Offer Notice at any one time if it desires to accept any of such Offered Space and may not exercise its right with respect to only part of such space. (C) If Tenant validly and effectively exercises its rights hereunder with respect to any Offered Space, Landlord shall deliver such Offered Premises to Tenant, free of all other tenants or occupants and in condition required in the First Offer Notice (or otherwise agreed to by Landlord and Tenant) on the date set forth in the First Offer Notice (or on such other date as has been agreed to by the parties) (the “Offered Premises Commencement Date”). (D) If Tenant accepts the Offered Premises but objects to the annual fixed rental, then Landlord and Tenant shall mutually select a Valuation Expert to resolve the dispute as to the annual fixed rental. If Landlord and Tenant cannot agree upon the designation of the Valuation Expert within thirty (30) days of Landlord’s receipt of Sublandlord's written notice indicates in writing its agreement Tenant’s Notice, either party may apply to lease the Expansion Space on American Arbitration Association or the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord New Hampshire Real Estate Commission for the Expansion Space on the terms stated in Sublandlord's noticedesignation of a Valuation Expert. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said Within ten (10) business day perioddays of the selection of the Valuation Expert, then Sublandlord thereafter Landlord and Tenant shall have each submit to the Valuation Expert a copy of its statement of annual fixed rental, together with any supporting material. The Valuation Expert shall not perform his or her own valuation, but rather, shall, within thirty (30) days after receipt of such submissions, select as the annual fixed rental the submission which the Valuation Expert concludes most closely and accurately reflects the fair market annual fixed rental for the Premises, that is, the market rental rate for comparable space in comparable buildings in the Exeter, New Hampshire area (with respect to age, use, quality and location), taking into account all relevant factors, and the annual fixed rental set forth in that submission shall be the annual fixed rental for the Offered Space in question. The Valuation Expert shall give notice of his or her determination to Landlord and Tenant and such decision shall be final and conclusively binding upon Landlord and Tenant. Each party shall pay the fees and expenses of any real estate professional such party retains and such party’s counsel, if any, in connection with any proceeding under this paragraph, and the party whose determination was determined by the Valuation Expert not to most accurately and closely reflect the annual fixed rental of the Premises shall pay the fees and expenses of the Valuation Expert. (E) Landlord and Tenant shall execute an amendment to this Lease within thirty (30) days after the determination of the annual fixed rental (in accordance with the procedure set forth above) for any Offered Space, which amendment shall set forth the annual fixed rental, and all other terms and conditions for the Offered Space; however, any failure of either party to execute such amendment shall not affect the obligations of the parties with respect to the Offered Space. (F) Except as set forth above, the Offered Space shall be subject to all of the terms and conditions of this Lease except that there shall be no free rent or tenant improvement allowance or Landlord’s Work obligations unless set forth in the First Offer Notice. (G) Tenant’s Right of First Offer shall be subject to the superior rights of existing tenants, including renewal rights, regardless as to whether a renewal right is specifically stated in such lease. All superior rights of existing tenants are as set forth on Exhibit F. (H) If Landlord makes a First Offer Notice for a particular Offered Space and Tenant fails timely to sublease such Expansion timely accept or to timely give Tenant’s Notice, Landlord shall be free to enter into a lease for the particular Offered Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicableparty.

Right of First Offer. If Sublandlord determines to sublease at any -------------------- part time during the term of this Lease while the Tenant is not in default under this lease beyond applicable notice and/or cure periods and while Tenant itself occupies at least that portion of the Master Premises other than equivalent to at least 3 floors in either Wing One or Wing Two of the Subleased Premises Building, additional space of the Building devoted to an Office Use shall become available for leasing (each such space an "Expansion Space"this right shall not apply to the initial leasing thereof but shall be a so-called second generation right), then Sublandlord Landlord shall notify Subtenant of Tenant thereof setting forth in such notice the terms on and conditions upon which Sublandlord is Landlord shall be willing to lease such Expansion Space. If Subtenant, space to Tenant and by notice from Tenant to Landlord given within ten (10) business days after receipt thereafter Tenant may elect one of Sublandlord's written notice indicates the following: (i) it may accept such offer in writing its agreement which event Landlord and Tenant shall enter into an amendment to lease this Lease adding the Expansion Space on additional space to the Premises demised under this Lease in accordance with the terms stated and conditions offered by Landlord and in Sublandlordthe case of space so offered which is no more than 5,000 square feet of rentable area the offer shall be made for a term which is coterminous with the term of this Lease and if more than 5,000 square feet then for a term which shall be the longer of the then term remaining under this Lease or five years; or (ii) it may reject such offer (and Tenant's notice, then Sublandlord shall sublease failure to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease respond within such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, period shall be deemed to be a rejection of such offer) in which case Landlord may lease such offered space upon such terms and conditions as Landlord shall determine; or (iii) it may give to Landlord a counteroffer setting forth the terms and conditions upon which Tenant is willing to accept such the leasing of such Space and if Tenant makes a counteroffer then Sublandlord thereafter Landlord may elect to (i) accept such counteroffer in which case Landlord and Tenant shall have enter into an amendment to this Lease adding the right additional space to sublease this lease in accordance with the terms of such Expansion Space counteroffer or (ii) it may elect to a lease such space to any third party on substantially similar but upon terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms and conditions which are not substantially more advantageous to such third party than those contained in the Tenant's counteroffer. If the space being offered is the V&C premises consisting of approximately 40,000 square feet of rentable area then Tenant may elect not to lease all of the V&C premises but must lease the same in at least whole floor increments starting with the top-most floor and working down, and in its offer to Tenant, Landlord shall set forth the Annual Fixed Rent which Landlord is prepared to accept for a leasing of less than all of the offered V&C premises. If at the time that Landlord makes an offer to Tenant to lease to Tenant any additional space of more than 5,000 square feet there is less than five (5) years remaining in the term of this Lease, then as those a condition to Tenant's acceptance of such offer or making a counteroffer, Tenant must exercise any remaining option so that there shall be at least five (5) years remaining in the term of this Lease and if there are insufficient options then Tenant shall have no right to lease the offered to Subtenantspace and Landlord need not make such offer -56- WITNESS the execution hereof, under seal, in any further transaction number of counterparts, each of which counterparts shall be deemed a new determination by Landlord an original for all purposes, as of the day and year first above written. GATEWAY DEVELOPERS LLC By: Cornerstone 1999, LLC, its Manager By: ------------------------------ Its Manager Hereunto duly authorized LANDLORD ▇▇▇▇▇, INC. By: ------------------------------ Its Hereunto duly authorized TENANT -57- EXHIBIT D BROKER DETERMINATION OF FAIR MARKET RENTAL VALUE DEFINITION OF FAIR MARKET RENTAL VALUE: "Fair Market Rental Value" shall be computed as of the date in question, and shall be the then current annual rental value, including provisions for subsequent increases and other adjustments, of the Premises in their then condition, upon and subject to lease the Expansion Space terms and the provisions conditions of this paragraph Lease, except for annual Fixed Rent. In determining Fair Market Rental Value, all relevant factors shall again be applicable.taken into account and given effect (the parties agreeing that any property outside the City of Boston is irrelevant for these purposes). Tenant's notice shall specify whether Tenant requests a quotation of Fair Market Rental Value for the Premises "as-is," and/or a quotation of Fair Market Rental Value including a tenant improvement allowance. If Tenant requests that Landlord's quotation include a tenant improvement allowance Landlord's quotation shall include a tenant improvement allowance, in an amount (if any) which is consistent with Landlord's then current practices and not less than 75% of the then "market". Where in the Lease to which this Exhibit is attached provision is made for a Broker Determination of Fair Market Rental Value, the following procedures and requirements shall apply:

Right of First Offer. If Sublandlord determines Except to sublease any -------------------- part of the Master Premises other than extent such right is terminated pursuant to Section 18 below, during the Subleased Premises Sublease Term (each such space an "Expansion Space"as defined in Section 2 below), then Sublandlord shall notify Subtenant of the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenant, within ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right of first offer (the "Right of First Offer") to sublease such Expansion Space all, but not a portion of, the Remainder Premises from Sublandlord according to the terms and conditions hereof. Accordingly, before Sublandlord offers all or a portion of the Remainder Premises for sublease to a third party on substantially similar terms stated in party, Sublandlord shall give written notice to Subtenant ("Sublandlord's notice, which economic terms are substantially Notice") of Sublandlord's intent to offer for the same as those offered Remainder Premises for sublease. Subtenant shall thereafter have five (5) business days to deliver written notice ("Subtenant's Notice") to Sublandlord of Subtenant's election to exercise its Right of First Offer. If Sublandlord does not lease such Expansion Space within one hundred twenty Subtenant timely exercises its Right of First Offer, the parties shall thereafter enter into an amendment to this Sublease to memorialize the addition of the Remainder Premises to the Sublease Premises, and, unless the parties otherwise agree, Subtenant's sublease of the Remainder Premises shall commence thirty (12030) days after the expiration date of said ten (10) business Subtenant's Notice; provided, however, Sublandlord shall consider any Subtenant request to have the sublease of the Remainder Premises commence later than such thirty-day period if the Remainder Premises Improvements to be installed are, in Sublandlord's reasonable judgment, complex. If Subtenant declines or fails to exercise its Right of First Offer within the applicable time period, Sublandlord shall thereafter be free to sublease all or any part of the Remainder Premises to third parties; provided, however, that if Sublandlord desires fails to execute a sublease such Expansion Space on economic terms which are not substantially of the same as those offered to SubtenantRemainder Premises within six (6) months after delivery of Sublandlord's Notice, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and then Sublandlord must thereafter re-comply with the provisions of this paragraph Section 1.3 prior to again offering the Remainder Premises for sublease. The parties hereby agree that during the period after Subtenant fails or declines to sublease the Remainder Premises (but no longer than six (6) months), or, if Sublandlord is actively negotiating with a third party for the sublease of the Remainder Premises, until such negotiations terminate without the execution of a sublease, Subtenant shall again be applicablehave no right to sublease the Remainder Premises from Sublandlord, including, without limitation, pursuant to the Sublease Right set forth in Section 1.4 below. The Sublease Premises and the Remainder Premises, once such premises are subleased by Subtenant, are collectively referred to herein as the "Premises."

Right of First Offer. If Sublandlord determines to sublease any -------------------- part of the Master Premises other than the Subleased Premises Horsham Valley, Inc. (each such space an "Expansion SpaceHorsham Valley"), then Sublandlord shall notify Subtenant the -------------------- owner of an adjoining parcel containing approximately 6.763 acres less approximately three acres required by Landlord to construct an office building for the tenant presently occupying Premises "B" (the "Parcel"), has agreed to grant Tenant a right of first offer upon the sale or lease of the terms on which Sublandlord is willing Parcel. In the event Horsham Valley desires to lease such Expansion Spacesell the Parcel, Horsham Valley shall so notify Tenant of its intent to sell the Parcel. If Subtenant, Tenant notifies Horsham Valley within ten five (105) business days after receipt of Sublandlordsuch notice of Tenant's written desire to purchase the Parcel, Horsham Valley and Tenant shall thereafter negotiate in good faith the terms and conditions upon which Horsham Valley is willing to sell the Parcel to Tenant and Tenant is willing to purchase the Parcel from Horsham Valley. In the event the parties are unable to enter into a mutually- satisfactory Agreement of Sale within sixty (60) days after Tenant's notice indicates to Horsham Valley or in writing the event Tenant fails to notify Horsham Valley of its agreement interest in purchasing the parcel within five (5) days after receipt of Horsham Valley's notice of its intent to sell, then Horsham Valley shall be free to sell Parcel to any other purchaser. In addition, in the event Horhsam Valley desires to construct an office building for lease to third parties on the Parcel, Horsham Valley shall so notify Tenant. Tenant shall have five (5) days after receipt of such notice to advise Horsham Valley of its desire to enter into a lease for a build-to-suit office building to be constructed by Horsham Valley on the Parcel. Horsham Valley and Tenant shall thereafter negotiate in good faith the lease of the building to be constructed by Horsham Valley on the Parcel. In the event the parties are unable to enter into a mutually-satisfactory lease within sixty (60) days after Tenant's notice to Horsham Valley or in the event Tenant fails to notify Horsham Valley of its interest in leasing the building within five (5) days after receipt of Horsham Valley's notice of its intent to build an office building, then Horsham Valley shall be free to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease building to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, any other tenant or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicabletenants.

Right of First Offer. So long as no Event of Default then exists under this Lease, Tenant will have an ongoing first right (“First Right”) to be offered by Landlord the opportunity to lease all space in the Building which is contiguous to the Premises (including contiguous floors); provided, however, in the event that contiguous space is not available in the Building then the First Right shall apply to the next closest non-contiguous space within the Building (the “First Right Space”). The First Right is subject to the terms and conditions set forth in this Section. If Sublandlord determines at any time after the Commencement Date Landlord intends to sublease lease all or any -------------------- part of the Master Premises other than the Subleased Premises First Right Space which becomes Available for Lease (each such space an "Expansion Space"as defined herein), then Sublandlord shall Landlord will first notify Subtenant Tenant that such First Right Space is available for lease (the “Available Space”). If Tenant exercises its First Right and, as a result, is leasing an entire floor of the terms on Building, then Tenant’s ongoing First Right shall apply to the next contiguous space in the Building. Tenant must notify Landlord in writing within twenty (20) days of receiving Landlord’s notice whether Tenant desires to lease the Available Space from Landlord. Tenant may only exercise its First Right with respect to all of the Available Space; provided, however, if Tenant does not elect to lease all of the Available Space (thereby rejecting Landlord’s offer) and Landlord subsequently intends to lease less than all of the Available Space to a third party, then Tenant’s First Right shall again apply with respect to said portion of the Available Space (which Sublandlord is willing portion shall then be deemed to be the “Available Space” hereunder) and Landlord must first offer to Tenant the right to lease such Expansion Spacespace pursuant to this Section 27(d). If Subtenant, within ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement Tenant notifies Landlord that Tenant does not desire to lease the Expansion Space on the terms stated in Sublandlord's noticeAvailable Space, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant or if Tenant does not indicate respond in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's Landlord’s notice within said ten such twenty (1020) business day period, then Sublandlord thereafter shall have Landlord may freely lease the right to sublease such Expansion Available Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenantwithout restriction. If Sublandlord does not lease Tenant notifies Landlord in writing within such Expansion Space within one hundred twenty (12020) days after the expiration of said ten (10) business day period, or if Sublandlord period that Tenant desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Available Space, the parties will thereafter enter into an amendment to this Lease to add the Available Space to the Premises on the same terms and conditions applicable to the provisions 7th - 9th Floor Premises, and it will be delivered in “warm shell” condition, as defined in Exhibit D attached hereto. Tenant will be entitled to an improvement allowance calculated by multiplying (a) $70.00 per rentable square foot of this paragraph shall again the Available Space, times (b) the fraction obtained by dividing (i) the number of months remaining in the initial Term following the commencement date applicable to the Available Space, by (ii) 153; (2) Landlord will be applicable.solely responsible for all costs and expenses associated with the construction, removal or modification of multi-tenant corridors; and (3) balcony space will not be included in the rentable square footage of any Available Space. If Landlord and Tenant fail to timely execute such amendment, however, Tenant will nevertheless be obligated to lease the

Right of First Offer. If Sublandlord determines 27.1 Tenant shall have a first right of offer to sublease any -------------------- part lease additional space on the second (2nd) floor of the Master Premises other than Building (the Subleased Premises (each such space an "Expansion “Additional Space"”), then Sublandlord shall notify Subtenant provided: a. This right of first offer is subordinate to the rights of (i) the current tenant in the Additional Space to renew, extend or otherwise negotiate a new lease or extension for the Additional Space; (ii) all future tenants which enter into a new lease for such space, to renew or extend their leases; and (iii) the rights of other tenants in the Building which exist prior to the date of this Lease; b. Tenant has not been in default at any time during the Lease Term; c. Tenant has not previously assigned the Lease or sublet more than twenty-five percent (25%) of the terms on which Sublandlord is willing Premises; d. Landlord has made a good faith determination that Tenant remains creditworthy; e. Tenant must lease all of the Additional Space offered; and f. Tenant exercises its option as provided in this Section by delivering to lease such Expansion Space. If Subtenant, Landlord written notice of its intention within ten (10) business days after Landlord has notified Tenant that the Additional Space is available; g. All terms of the lease of the Additional Space shall be upon those terms and conditions as are negotiated in good faith between the parties; provided, however, if Tenant expands the leased premises pursuant to this Article XXVII within twelve (12) months of the Lease Commencement Date, the terms of the lease of the Additional Space shall be upon the same per square foot terms as are contained in this Lease, except that Tenant shall receive a pro-rated Tenant Allowance and pro-rated Base Rent abatement; h. Tenant executes an addendum or a new lease for the Additional Space within thirty (30) days after Landlord’s receipt of Sublandlord's written Tenant’s notice indicates in writing its agreement to lease the Expansion Space on Additional Space; and i. This right of first offer must be exercised prior to the terms stated in Sublandlord's noticeseventh (7th) anniversary of the Lease Commencement Date. 27.2 If Tenant fails to comply with each of the above conditions within the time specified, all time periods herein for Tenant being of the essence, then Sublandlord shall sublease to Subtenant this right of first offer will lapse and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day periodbe of no further force and effect, then Sublandlord thereafter and Landlord shall have the right to sublease such Expansion lease all or any part of the Additional Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially under the same as or any other terms and conditions, whether or not such terms and conditions are more or less favorable than those offered to SubtenantTenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration This right of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord first offer to lease the Expansion Additional Space is personal to Tenant and the provisions of this paragraph shall again be applicableis non-transferable.

Right of First Offer. (A) If Sublandlord determines at any time during the Tenn, Lessor shall desire to sublease lease space in the Building (any -------------------- part of the Master Premises other than the Subleased Premises (each such space an being referred to as the "Expansion Offer Space"), then Sublandlord (subject to the right of first offer contained in the lease between Lessor and Hanover Insurance Company, with respect to space in the Building, as the same may be amended, extended, renewed or otherwise modified from time to time) Lessor, before Lessor may enter into a lease with a potential lessee for such Offer Space, shall notify Subtenant offer to Lessee the right to include the Offer Space within the Premises upon all of the terms on which Sublandlord is willing and conditions of this Lease, except as provided for in this Paragraph 53A. Lessee's right to lease such Expansion Space. If Subtenantthe Offer Space is subject to the condition that, within ten at the time Lessee delivers Lessee's Acceptance Notice (10as hereinafter defined): (i) business days after receipt not more than fifteen percent (15%) of Sublandlord's written notice indicates the rentable space of the Demised Premises shall have been subleased by Lessee to persons which are not affiliates of Lessee (use by Provid Research or any other division which is not a separate legal entity of Lessee shall be deemed use by Lessee), (ii) and Event of Default shall not have occurred and be continuing, and (iii) Lessee shall have unconditionally and irrevocably waived in writing its agreement right to terminate this Lease pursuant to Paragraph 52 hereof. Any termination, cancellation or surrender of Lessee's interest in this Lease prior to the date on which Lessee delivers Lessee's Acceptance Notice shall automatically terminate Lessee's right to lease any Offer Space. Notwithstanding anything herein to the Expansion Space contrary, if there shall be less than three (3) years remaining on the terms stated Term of this Lease (taking into account an Extension Term if Lessee shall have exercised its right to extend the Term for such Extension Term), Lessee shall not have any rights under this Paragraph 53. By way of example if the initial term is to expire in Sublandlord's noticethirty-six (36) months, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord Lessee may only exercise its option for Offer Space if it previously or concurrently delivers an Extension Notice. (B) In the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement event Lessor desires to lease such Expansion space in the Building, Lessor shall deliver a written offer to Lessee (hereinafter "Offer Notice"), which shall provide the following information: (i) the annual basic rent for the Offer Space, (ii) the location of and the number of rentable square feet of space comprising the Offer Space, (iii) the estimated delivery date of the Offer Space on ("Offer Space Delivery Date"), and (iv) any other material business terms relating to the terms contained in Sublandlord's notice within said ten lease of the Offer Space. All terms, including the annual basic rent, for the Offer Space shall be bona-fide terms. (10C) business day period, then Sublandlord thereafter Lessee shall have the right to sublease such Expansion Space accept the offer set forth in the Offer Notice by delivering to a third party on substantially similar terms stated in SublandlordLessor an unconditional and irrevocable written acceptance thereof hereinafter called "Lessee's notice, which economic terms are substantially Acceptance Notice") within five (5) business days after Lessee's receipt of the same as those offered to SubtenantOffer Notice. If Sublandlord Lessee does not lease such Expansion Space timely deliver Lessee's Acceptance Notice to Lessor within one hundred twenty said five (120) days after the expiration of said ten (105) business day period, or if Sublandlord desires Lessee timely gives written notice of its intention to sublease such Expansion Space on economic terms which are not substantially decline to exercise the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord right to lease the Expansion Offer Space, time being of the essence, Lessor shall be free to lease the Offer Space to any prospective Lessee on terms and conditions that are not materially more favorable to the prospective Lessee than those set forth in the Offer Notice. In the event Lessor desires to lease the Offer Space to a prospective lessee on terms and conditions that are materially more favorable to the Lessee than those set forth in the Offer Notice, Lessor shall first comply with the provisions of this paragraph Paragraph 53 before leasing the space to any prospective lessee. (D) Lessee's timely delivery of Lessee's Acceptance Notice shall again be applicabledeemed an irrevocable and unconditional agreement by Lessee to lease the Offer Space on the terms and conditions set forth in this Paragraph 53. Lessor shall give Lessee at least ten (10) days prior written notice of the estimated Offer Space Deliver Date, which estimate may be revised from time to time as appropriate, provided that after any such revision Lessee shall receive at least ten (10) days' prior written notice of the Offer Space Deliver Date. The "Offer Space Rent Commencement Date" shall be the date on which the Offer Space Deliver Date shall have occurred. (E) If Lessor is unable to deliver the Offer Space to Lessee on the estimated Offer Space Deliver Date due to the holding over or retention of possession of a Lessee or sublessee of such space or due to other reasons beyond Lessor's reasonable control, the estimated Offer Space Delivery Date shall be extended by such period of time that Lessor was so delayed. In such event, Lessor shall not be subject to any liability for its failure to give possession of such space to Lessee, and the validity of this Lease shall not be impaired thereby and Lessee shall take possession of the Offer Space when such space can be delivered to Lessee. Lessor hereby agrees to use its good faith efforts to obtain possession of the Offer Space on the estimated Offer Space Deliver Date. Notwithstanding the foregoing, in the event that the Lessor is unable to deliver the Offer Space within ninety (90) days (subject to extension due to Force Majeure, or the acts of omissions of Lessee) from the initial estimated Offer Space Deliver Date, then Lessee shall have the right to terminate Lessee's acceptance of the Offer Space immediately upon notice to Lessor. (F) The following terms and conditions shall apply to the Offer Space: (i) For purposes of calculating Additional Rent applicable to the Offer Space, "Lessee's Percentage Share" with respect to the Offer Space shall be a fraction, the numerator of which is the number of rentable square feet of space in the Offer Space and the denominator of which is the number of rentable square feet of the Building as determined from time to time pursuant to Section 40A hereof (ii) Promptly following the Offer Space Rent Commencement Date, Lessor and Lessee shall enter into a supplementary agreement expressly confirming (a) the increase in the number of square feet in the Premises, (b) the increase in the Annual Basic Rent payable under this Lease, (c) the adjustment to the Lessee Percentage and the Base Year applicable to the Offer Space for purposes of computing Additional Rent, (d) the increase in the number of parking spaces based on 4 parking spaces for each 1000 rentable square feet of space in the Offer Space, and (e) the Offer Space Rent Commencement Date. (iii) The Annual Basic Rent and Additional Rent (except as expressly set forth in Subsection F above) for the Offer Space shall be payable by Lessee to Lessor commencing on the Offer Space Rent Commencement Date (prorated for any partial month). Commencing as of the Offer Space Deliver Date, all of the terms, covenants and conditions of this Lease (including, but not limited to the term hereof) shall thereafter be effective and applicable in all respects to the Offer Space as if such space had been included as part of the original Leased Premises, except as specifically provided otherwise in this Paragraph 53. (iv) Lessee must lease all Offer Space offered by Lessor at any one time if it desires to lease any of such space, unless otherwise agreed by Lessor and Lessee.

Right of First Offer. If Sublandlord determines (a) Provided Tenant is not in default under the terms of this Lease beyond applicable cure periods, Tenant shall have a one-time right of first offer to sublease any -------------------- part lease each of the Master spaces contiguous to the Premises and labeled Suite 600 and Suite 900 on the plan attached hereto as Exhibit C that becomes available for occupancy (individually, the “Available Space” and collectively the “Available Spaces”) during the Term subject to and in accordance with the terms and conditions set forth in this Section 2. If at any time either of the Available Spaces shall become available, Landlord shall notify Tenant thereof in writing (“Landlord’s Available Space Notice”), which notice shall include the anticipated estimated date upon which such Available Space shall become available for occupancy by Tenant, the term of the lease for the Available Space and the financial terms upon which Landlord would lease the space to Tenant along with a floor plan showing the approximate rentable square footage thereof. Tenant shall have the right to lease all such Available Space described in Landlord’s Available Space Notice only by giving written notice to Landlord within five (5) business days after Tenant receives Landlord’s Available Space Notice, time being of the essence. If Tenant so elects to lease the subject Available Space, such Available Space shall be leased upon the terms and conditions contained in Landlord’s Available Space Notice and otherwise upon the terms and conditions of this Lease. It is understood and agreed that the subject Available Space shall be leased by Tenant in its then “as-is”, “where-is” condition, without warranty or representation by Landlord and Landlord shall have no obligation to complete any work to prepare the applicable Available Space for Tenant’s use and occupancy or provide any allowance or contribution therefor except to the extent provided otherwise in Landlord’s Available Space Notice or agreed upon by Landlord and Tenant. In the event Tenant exercises the foregoing election, Landlord shall prepare, and Tenant and Landlord shall promptly execute and deliver, an amendment to this Lease reflecting the terms and conditions for the lease of the Available Space. In the event Tenant and Landlord have not executed such amendment to lease within ten (10) days of Tenant’s election to lease the subject Available Space, for reasons other than any delay by Landlord, Landlord may market the Subleased Premises subject Available Space to other prospective tenants. For the purposes hereof, space shall be deemed “available for occupancy” when any lease or occupancy agreement (each such space an "Expansion Space")including extension periods) has expired or is due to expire within not less than six (6) months, then Sublandlord shall notify Subtenant or Landlord has elected not to renew the lease of the terms on which Sublandlord present tenant, and any prior options, rights or rights to lease with respect to such Available Space have expired or been waived and Landlord is willing free to lease such Expansion Spacespace to third parties without restriction. (b) If Tenant fails to timely exercise any of its rights hereunder, the right(s) granted hereunder as to the applicable Available Space shall be deemed waived for all purposes, and Landlord may lease the applicable Available Space to any party and upon any terms free of any rights of Tenant. If SubtenantTenant, following such waiver and within ten (10) business days after receipt of Sublandlord's written notice indicates Landlord’s request therefor, shall execute and deliver to Landlord a certification, in writing recordable form if provided by Landlord in such form, confirming the waiver of such right. (c) Tenant understands that its agreement rights under this Section are and shall be subject and subordinate to any extension rights, expansion rights, options to lease or any rights of first negotiation, first offer or first refusal to lease granted to other tenants of the Expansion Space on Building prior to the date of execution and delivery of this First Amendment, or to the terms stated in Sublandlord's noticeof any leases, then Sublandlord shall sublease including extension and expansion rights and subject to Subtenant and Subtenant shall sublease from Sublandlord Landlord’s right to extend the Expansion Space on term of an existing tenant(s) within the terms stated in Sublandlord's notice. If Subtenant Available Spaces even if such tenants’ lease does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the contain a right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenantextend. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to SubtenantIn addition, any further transaction space currently vacant and available as of the date of the First Amendment to Lease shall not be deemed a new determination by Landlord to lease the Expansion Available Space and the provisions of this paragraph shall again be applicableor available for occupancy.”

Right of First Offer. If Sublandlord determines i. Subject to sublease any -------------------- part the provisions of this Article, Lessee shall have the option to lease from Lessor contiguous space on the fourth (4) floor as shown on the attached floor plan, ("Additional Space") at the expiration of the Master Premises other than existing space leases for such Additional Space, subject to Lessor's right to renew such leases with the Subleased Premises (each such space an "Expansion Space"), then Sublandlord current tenant(s) only. If the Term of this Lease shall notify Subtenant be in full force and effect on the expiration or termination date of the terms on existing space leases for the Additional Space, subject to Lessor's right to renew such leases with the current tenant(s) only, and the date upon which Sublandlord is willing Lessee shall exercise the option hereinafter referred to, Lessee shall have the option to lease all, but not less than all of the Additional Space on an as-is basis, provided Lessee gives Lessor written notice of such Expansion Space. If Subtenant, election within ten (10) business days after receipt of SublandlordLessee shall receive Lessor's written notice indicates that such Additional Space is available for leasing to Lessee. If Lessee fails or refuses to exercise this option within the time period set forth above (TIME BEING OF THE ESSENCE), then and in writing its agreement such event Lessee shall have no further rights under this Section with respect to such Additional Space. If Lessee shall elect to lease said Additional Space: (v) said Additional Space shall be deemed incorporated within and part of the Expansion Space Premises on the date that Lessor shall notify Lessee that such Additional Space is ready for occupancy by Lessee subject to any delays relating to the determination of fair market rent and shall expire on the Expiration Date of this Lease, (x) the Fixed Basic Rent payable under this Lease shall be increased by an amount such that during the balance of the term of this Lease the Fixed Basic Rent for said Additional Space shall be the then fair market rent for the Additional Space, as determined in the manner set forth in clause (ii) below, (y) Lessee's Percentage Share shall be proportionately increased, and (z) all other terms stated and provisions set forth in Sublandlordthis Lease shall apply, except that Lessor not be required to perform any work with respect to said Additional Space. The parties shall promptly execute an amendment of this Lease confirming Lessee's noticeelection to lease said Additional Space and the incorporation of said Additional Space into the Premises. ii. Lessor and Lessee shall use their best efforts, within thirty (30) days after Lessor receives Lessee's notice of its election to lease said Additional Space, ("Negotiation Period") to agree upon the Fixed Basic Rent to be paid by Lessee for said Additional Space. If Lessor and Lessee shall agree upon the Fixed Basic Rent, the parties shall promptly execute an amendment to this Lease stating the Fixed Basic Rent for the Additional Space. If the parties are unable to agree on the Fixed Basic Rent for said Additional Space during the Negotiation Period, then Sublandlord within fifteen (15) days notice from the other party, given after expiration of the Negotiation Period, each party, at its cost and upon notice to the other party, shall sublease appoint a person to Subtenant and Subtenant act as an appraiser hereunder, to determine the fair market rent for the Additional Space. Each such person shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said be a real estate broker or appraiser with at least ten (10) business years' active commercial real estate appraisal or brokerage experience (involving the leasing of similar space as agent for both landlords and tenants) in Essex County, New Jersey. If a party does not appoint a person to act as an appraiser within said fifteen (15) day period, the person appointed by the other party shall be the sole appraiser and shall determine the aforesaid fair market rent. Each notice containing the name of a person to act as appraiser shall contain the person's address. Before proceeding to establish the fair market rent, the appraisers shall subscribe and swear to an oath fairly and impartially to determine such rent. If the two appraisers are appointed by the parties as stated in the immediately preceding paragraph, they shall meet promptly and attempt to determine the fair market rent. If they are unable to agree within forty-five (45) days after the appointment of the second appraiser, they shall attempt to select a third person meeting the qualifications stated in the immediately preceding paragraph within fifteen (15) days after the last day the two appraisers are given to determine the fair market rent. If they are unable to agree on the third person to act as appraiser within said fifteen (15) day period, the third person shall be appointed by the American Arbitration Association, upon the application of Lessor or Lessee to the office of the Association nearest the Building. The person appointed to act as appraiser by the Association shall be required to meet the qualifications stated in the immediately preceding paragraph. Each of the parties shall bear fifty percent (50%) of the cost of appointing the third person and of paying the third person's fees. The third person, however selected, shall be required to take an oath similar to that described above. The three appraisers shall meet and determine the fair market rent. A decision in which two of the three appraisers concur shall be binding and conclusive upon the parties. In deciding the dispute, the appraisers shall act in accordance with the rules then Sublandlord thereafter in force of the American Arbitration Association, subject however, to such limitations as may be placed on them by the provisions of this Lease. After the Fixed Basic Rent for the Additional Space has been determined by the appraiser or appraisers and the appraiser or appraisers shall have notified the parties, at the request of either party, both parties shall execute and deliver to each other an amendment of this Lease stating the Fixed Basic Rent for the Additional Space. If the Fixed Basic Rent for said Additional Space has not been agreed to or established prior to the incorporation of said Additional Space in the Premises, then Lessee shall pay to Lessor an annual rent ("Temporary Rent") which Temporary Rent on a per square foot basis shall be equal to the Fixed Basic Rent, on a per square foot basis, then being paid by Lessee for the Premises. Thereafter, if the parties shall agree upon a Fixed Basic Rent, or the Fixed Basic Rent shall be established upon the determination of the fair market rent by the appraiser or appraisers, at a rate at variance with the Temporary Rent (i) if such Fixed Basic Rent is greater than the Temporary Rent, Lessee shall promptly pay to Lessor the difference between the Fixed Basic Rent determined by agreement or the appraisal process and the Temporary Rent, or (ii) if such Fixed Basic Rent is less than the Temporary Rent, Lessor shall credit to Lessee's subsequent monthly installments of Fixed Basic Rent the difference between the Temporary Rent and the Fixed Basic Rent determined by agreement or the appraisal process. In determining the fair market rent for said Additional Space, the appraiser or appraisers shall be required to take into account the rentals at which leases are then being concluded for comparable space in the Building and in comparable buildings in the County of Essex, New Jersey. In no event shall the Fixed Basic Rent for the Additional Space, on a per square foot basis, be less than the Fixed Basic Rent for the Premises, on a per square foot basis. b. The option granted to Lessee under this Article 54 may be exercised only by Lessee, its permitted successors and assigns, and not by any subtenant or any successor to the interest of Lessee by reason of any action under the Bankruptcy Code, or by any public officer, custodian, receiver, United States Trustee, trustee or liquidator of Lessee or substantially all of Lessee's property. Lessee shall have no right to exercise any of such options subsequent to the date Lessor shall have the right to give the notice of termination referred to in Article 13. Notwithstanding the foregoing, Lessee shall have no right to exercise the option granted to Lessee hereunder if, at the time it gives notice of such election (i) Lessee shall not be in occupancy of substantially all of the Premises or (ii) the Premises or any part thereof shall be the subject of a sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenantother than with any affiliate of Lessee. If Sublandlord does not lease Lessee shall have elected to exercise its option hereunder, such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction election shall be deemed a new determination by Landlord withdrawn if, at any time after the giving of notice of such election and prior to lease the Expansion Space and occupancy of the provisions Additional Space, Lessee shall sublease all or any part of this paragraph shall again be applicablethe Premises except to an affiliate of Lessee.

Right of First Offer. If Sublandlord determines (a) Landlord hereby grants to sublease any -------------------- part Tenant, and Tenant hereby accepts, a right of first offer (the Master “Right of First Offer”) to purchase the Leased Premises other than the Subleased Premises (each such space an "Expansion Space"), then Sublandlord shall notify Subtenant of the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenant, within ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement to lease the Expansion Space on the terms stated in Sublandlord's noticeand conditions provided herein. (b) If, then Sublandlord shall sublease during the Term, Landlord desires to Subtenant and Subtenant shall sublease from Sublandlord sell all or any portion of the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space Leased Premises to a third party that is not an Affiliate or Subsidiary of Landlord, then, provided no Event of Default has occurred and is continuing, Landlord shall give Tenant the right to purchase the Leased Premises for a price and on substantially similar terms stated and conditions upon which Landlord intends to market the same, as determined by Landlord and set forth in Sublandlord's noticea notice (the “ROFO Notice”) given to Tenant, which economic terms are substantially the same as those offered to Subtenantmay include assumption of any mortgage financing. If Sublandlord does not lease such Expansion Space within one hundred Tenant shall have twenty (12020) days to elect by written notice to Landlord (the “ROFO Acceptance Notice”) to acquire the Leased Premises at the price and on the terms and conditions set forth in the ROFO Notice. Tenant’s failure to deliver such ROFO Acceptance Notice within the foregoing twenty (20) day period shall be deemed a rejection of its right to acquire the Leased Premises pursuant to this Right of First Offer, TIME BEING OF THE ESSENCE. (c) If Tenant elects to acquire the Leased Premises (or the applicable portion thereof) in accordance with this Paragraph 39, Tenant shall deposit with Landlord a sum equal to five percent (5%) of the purchase price set forth in the ROFO Notice. The closing shall take place within thirty (30) days after the expiration delivery of said ten (10) business day periodthe ROFO Acceptance Notice, unless otherwise specified in the ROFO Notice. Notwithstanding any title contingency specified in the ROFO Notice, Tenant shall accept the quality of title that was delivered to Landlord on the date of this Lease, together with any additional encumbrances that were recorded against the Leased Premises at the request of, or if Sublandlord desires with the written approval of, Tenant, except that Landlord shall discharge all monetary liens against the Leased Premises that are caused by Landlord. The purchase price shall be paid in cash at closing, except to sublease the extent Tenant shall assume any mortgage as set forth in the ROFO Notice. (d) In the event Tenant elects to acquire the Leased Premises (or the applicable portion thereof), and thereafter fails to consummate the purchase thereof in accordance with the terms of the ROFO Notice, for any reason other than a default by Landlord, the failure of a condition precedent to Landlord’s or Tenant’s obligation to close, or a party’s exercise of a right to terminate pursuant to the terms and conditions contained in the ROFO Notice, then, Landlord’s sole remedy shall be to retain the deposit monies as liquidated damages, and the Right of First Offer shall be of no further force and effect. In the event Tenant elects to acquire the Leased Premises (or the applicable portion thereof), and thereafter Landlord fails to consummate the sale thereof in accordance the terms of the ROFO Notice for any reason other than a default by Tenant, the failure of a condition precedent to Landlord’s or Tenant’s obligation to close, or a party’s exercise of a right to terminate pursuant to the terms and conditions contained in the ROFO Notice, then Tenant’s sole remedy shall be to bring an action for specific performance within sixty (60) days after the closing date, together with recovery of reasonable attorneys’ fees and expenses incurred arising out of Landlord’s default (including any reasonable attorneys’ fees incurred in enforcing Tenant’s remedies hereunder). (e) If Tenant does not timely deliver the ROFO Acceptance Notice to Landlord, Landlord shall be free to sell the Leased Premises to any other person or entity and the Right of First Offer shall terminate upon the consummation of any such Expansion Space on economic terms which are not substantially sale provided Landlord enters into a binding contract of sale within six (6) months after the same as those offered expiration or waiver of the twenty (20) day period with a purchase price equal to Subtenantor greater than 90% of the purchase price set forth in the ROFO Notice. (f) The Right of First Offer granted by this Paragraph 39 is personal to the original Tenant named in this Lease, any further transaction Affiliate thereof in a Permitted Transfer, and any other transferee in a Permitted Transfer arising in connection with a merger of Tenant or an initial public offering, and shall be deemed not apply to (i) a new determination foreclosure of any mortgage against the Leased Premises, or (ii) the delivery to Lender of a deed-in-lieu of foreclosure, or (iii) the first conveyance occurring after a foreclosure or deed-in-lieu of foreclosure, but shall survive such transactions and remain in effect thereafter. (g) In addition, the Right of First Offer granted by this Paragraph 39 shall not apply to (A) any transfer of any equity interest in Landlord, (B) any transfer in a portfolio sale of two or more properties owned by LCN Capital Partners or its Affiliates (provided such portfolio does not consist solely of the Property and the Other Property), (C) any transfer of the Leased Premises or any interest therein or in Landlord to lease any Affiliate of Subsidiary of Landlord, or (D) any transfer of limited partnership interests in LCN North American Fund III, L.P. (h) Upon the Expansion Space exercise or termination of the Right of First Offer in accordance with this Paragraph 39, Landlord and Tenant shall execute recordable instruments effective to confirm and provide constructive notice of the provisions of this paragraph shall again be applicabletermination thereof.

Right of First Offer. If Sublandlord determines Section 46.1 Tenant shall have a right of first offer (“ROFO”) as to sublease any -------------------- part rentable premises in the Buildings contiguous (including adjacent floors) to the Premises for which Landlord is seeking a tenant (“Available ROFO Premises”); provided, however, that in no event shall Landlord be required to lease any Available ROFO Premises to Tenant for any period past the date on which this Lease expires or is terminated pursuant to its terms. To the extent that Landlord renews or extends a then-existing lease with any then-existing tenant of any space, or enters into a new lease or an amendment with such then-existing tenant for the Master Premises other than the Subleased Premises (each affected space, such space an "Expansion Space"shall not be deemed to be Available ROFO Premises. In the event Landlord intends to market Available ROFO Premises, Landlord shall provide written notice thereof to Tenant (the “Notice of Marketing”), then Sublandlord shall notify Subtenant of the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenant, within . Section 46.2 Within ten (10) business days after Business Days following its receipt of Sublandlord's written notice indicates a Notice of Marketing, Tenant shall advise Landlord in writing its agreement whether Tenant elects to lease all (not just a portion) of the Expansion Space Available ROFO Premises and on the what terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's noticeconditions. If Subtenant does not indicate in writing its agreement Tenant fails to lease such Expansion Space on the terms contained in Sublandlord's notice notify Landlord of Tenant’s election within said ten (10) business day Business Day period, then Sublandlord thereafter Tenant shall be deemed to have elected not to lease the Available ROFO Premises. Section 46.3 If Tenant timely notifies Landlord that Tenant elects to lease all of the Available ROFO Premises and of the terms and conditions therefore (“Tenant’s Offer”) (provided that Tenant shall be required to lease the Available ROFO Premises for at least the remainder of the then-current Term), then Landlord shall have ten (10) days after receipt of Tenant’s Offer to respond to Tenant in writing whether Landlord elects to lease the Available ROFO Premises to Tenant on the terms and conditions set forth in Tenant’s Offer. Section 46.4 If (a) Tenant notifies Landlord that Tenant elects not to lease the Available ROFO Premises, (b) Tenant fails to notify Landlord of Tenant’s election within the ten (10)-day period described above or (c) Landlord declines to lease the Available ROFO Premises to Tenant on the terms and conditions set forth in Tenant’s Offer, then Landlord shall have the right to sublease such Expansion Space to consummate a third party on substantially similar terms lease of the Available ROFO Premises at base rent not less than that stated in Sublandlord's noticeTenant’s Offer, which economic terms are substantially the same as those unless such base rent is first offered to SubtenantTenant first in accordance with the terms of this Article 46. Section 46.5 Notwithstanding anything in this Article 46 to the contrary, Tenant shall not exercise the ROFO during such period of time that Tenant is in default of (i) any monetary obligations or (ii) beyond any applicable notice and cure periods of any of Tenant’s material non-monetary Lease obligations. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after Any attempted exercise of the expiration ROFO during a period of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms time in which are not substantially the same as those offered to Subtenant, any further transaction Tenant is so in default shall be deemed a new determination void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFO if Landlord has given Tenant two (2) or more notices of default under this Lease in any twelve (12) month period during the Term (provided that any improper notice given by Landlord to lease the Expansion Space and the provisions of this paragraph shall again not be applicablecounted), whether or not such properly noticed defaults are cured.

Right of First Offer. If Sublandlord determines Landlord decides to sublease any -------------------- part sell all of the Master Leased Premises, then Landlord shall first offer to sell the Leased Premises other than to Tenant, pursuant to the Subleased terms of this Section 18.12. Tenant will have the right to purchase the Leased Premises at the price and terms listed in Landlord's offer to sell the Leased Premises (each such space an the "Expansion SpaceLandlord's Offer"), then Sublandlord . Tenant shall notify Subtenant of the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenant, within have ten (10) business days after from the receipt of SublandlordLandlord's written notice indicates in writing its agreement Offer to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's noticeaccept such offer. If Subtenant Tenant accepts Landlord's Offer, Tenant shall have sixty days from the receipt of Landlord's Offer to complete the purchase of the Leased Premises. If Tenant does not indicate in writing its agreement to lease such Expansion Space on accept Landlord's Offer within the terms contained in Sublandlord's notice within said ten (10) business day period, or fails to complete the purchase of the Leased Premises within the said sixty (60) day period, Landlord's Offer or the right to purchase as described above shall terminate and Landlord shall be free to sell the Leased Premises to anyone, on terms no less favorable than those in Landlord's Offer, without any obligation to provide Tenant with a further right of first offer to purchase the Leased Premises, for a period of twelve (12) months. If the Landlord shall not have sold the Leased Premises within such twelve (12) month period, then Sublandlord thereafter Landlord shall not have the right to sublease sell the Leased Premises after such Expansion Space date, unless Landlord complies with the terms and obligations just described in this section. The rights and obligations just described apply only to a third party on substantially similar terms stated the originally named Tenant, unless Landlord, in Sublandlord's noticeits sole discretion, which economic terms are substantially the same as those offered to Subtenantagrees otherwise in writing. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration All rights of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and Tenant under the provisions of this paragraph section shall again terminate and be applicableof no further force or effect if during the term of the Lease, Tenant defaults under any of the provisions of the Lease, unless Landlord, in its sole discretion agrees otherwise in writing. Notwithstanding the foregoing, Landlord shall be able to transfer the Leased Premises to the (i) any member of Landlord's immediate family (for purposes of this section, "Landlord's immediate family" shall include all spouses and children (including, natural born, adopted, and step children), the spouses of said children, and their respective lineal descendants); (ii) any refinancing of the Leased Premises, Land or Building; (iii) any transfer to a subsidiary, affiliate, division or corporation controlling, controlled by or under common control with Landlord; or (iv) to a successor corporation related to Landlord by merger, consolidation, nonbankruptcy reorganization, or government action.

Right of First Offer. Section 37.01. Tenant shall have a right of first offer on the Building (the “Right of First Offer”). If Sublandlord determines Landlord shall determine to sublease any -------------------- part sell the Building, Landlord shall provide written notice to Tenant (“Landlord’s Sale Notice”). Landlord’s Sale Notice shall contain the terms and conditions on which the Building would be sold, including, without limitation, the purchase price (“Purchase Price”) and closing date. The Purchase Price set forth in Landlord’s Sale Notice shall be equal to the greater of: (i) three million five hundred and No/100 ($3,500,000.00) plus an amount equal to three percent (3%) for each year after the Effective Date hereof, or (ii) the value of the Master Premises other than Building from a fair market appraisal within six (6) months of Landlord’s Sale Notice. Tenant shall have a period of ten (10) business days after the Subleased Premises date of delivery of Landlord’s Notice to notify Landlord (each such space an "Expansion Space"“Tenant’s Notice”), then Sublandlord shall notify Subtenant whether Tenant elects to exercise the right granted hereby to purchase the Building. Tenant’s Notice must be accompanied by ▇▇▇▇▇▇▇ money in the amount of ten percent (10%) of the terms on which Sublandlord is willing to lease such Expansion SpacePurchase Price. If SubtenantTenant fails to give Tenant’s Notice to Landlord together with a check for the ▇▇▇▇▇▇▇ money within the required ten (10) business day period, Tenant shall be deemed to have refused its right to purchase the Building. Section 37.02. In the event that Tenant shall exercise its Right of First Offer to Purchase as provided herein, Landlord and Tenant, within ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement to lease Tenant gives Tenant’s Notice, shall enter into a Purchase Agreement (the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on “Purchase Agreement”) including the terms contained in Sublandlord's notice within said ten (10) business day periodLandlord’s Sale Notice. Thereafter, the Purchase Agreement shall govern the respective rights and obligations of the parties pertaining to the purchase and sale of the Building. If the purchase and sale of the Building fails to close, then Sublandlord thereafter the Lease shall have remain in full force and effect. Upon timely and proper exercise of the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's noticepurchase option by Tenant, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction Purchase Agreement shall be deemed a new determination fully enforceable in all respects by Landlord and Tenant, subject to lease and in accordance with the Expansion Space terms and the provisions of this paragraph shall again be applicableconditions thereof.

Right of First Offer. If Sublandlord determines In the event that Tenant elects to sublease any -------------------- part of sell its leasehold interest in the Master Premises, or Tenant receives an offer to purchase its leasehold interest in the Premises other than that Tenant wishes to accept, then, Tenant shall first offer to sell its leasehold interest in the Subleased Premises to Landlord (each such space an "Expansion Space"), then Sublandlord shall notify Subtenant “Tenant’s Sale Offer”) by giving Landlord written notice of the terms and conditions on which Sublandlord Tenant is willing to lease such Expansion Spacesell its leasehold interest in the Premises (“Sale Offer Notice”). If Subtenant, within ten Landlord shall have sixty (1060) business days after receipt of Sublandlord's written notice indicates the Sale Offer Notice in writing its agreement which to lease the Expansion Space notify Tenant if it unconditionally accepts Tenant’s Sale Offer on the terms stated and conditions contained in Sublandlord's noticethe Sale Offer Notice. Failure to respond within such sixty (60) day period shall be deemed Landlord’s rejection of Tenant’s Sale Offer. If Landlord accepts Tenant’s Sale Offer in writing, then Sublandlord Tenant and Landlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space enter into a purchase agreement on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms and conditions contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right Sale Offer Notice with the closing to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does occur not lease such Expansion Space within later than one hundred twenty sixty (120160) days after the expiration date of said ten Tenant’s Sale Offer Notice. If Landlord fails to accept Tenant’s Sale Offer, Tenant may sell its leasehold interest in the Premises to any other person or entity at a price not less than five percent (105%) business day periodbelow that contained in the Sale Offer Notice and on terms no less favorable than those contained in the Sale Offer Notice; provided, however, that if Tenant does not close escrow on the sale of its leasehold interest in the Premises within three hundred sixty (360) days of the date of the Sale Offer Notice, or if Sublandlord desires Tenant proposes to sublease such Expansion Space on economic accept terms which are not substantially the same as those offered to Subtenantmore favorable than that required above, any further transaction Tenant shall be deemed required to deliver a new determination by Sale Offer Notice to Landlord and Landlord shall then have thirty (30) days to lease the Expansion Space and the respond to such new Sale Offer Notice. The provisions of this paragraph Article 35 shall again be applicablecontinue throughout the Term, and any transferee who takes leasehold title to the Premises from, by or through Tenant shall take title to the Premises subject to Landlord’s rights under this Article 35, and notwithstanding that Landlord may have rejected any prior Sale Offer Notice or notices. This right of first offer expires contemporaneously with the expiration of the Term or earlier termination of this Lease.

Right of First Offer. If Sublandlord determines to sublease any -------------------- part of 1. During the Master Premises other than period commencing April 1, 1995 and ending March 31, 1998 (the Subleased Premises (each such space an "Expansion SpaceROFO Period"), then Sublandlord shall notify Subtenant of the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenant, within ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter Tenant shall have the right to sublease such Expansion first offer (the "ROFO") with respect to approximately 6,069 rentable square feet located on the first (1st) floor of the Building shown cross-hatched on the demising plan attached hereto as Attachment #1 (the "Offering Space"). If at any time during the ROFO Period, Landlord has a prospective tenant (the "Prospect") interested in leasing the Offering Space to a third party on substantially similar terms stated (or applicable portion thereof) Landlord shall advise Tenant in Sublandlord's notice, which economic terms are substantially the same form set forth as those offered Attachment #2 attached hereto (the "Landlord Notice") of the terms of which Landlord is prepared to Subtenantlease the Offering Space to Tenant, which terms shall reflect the prevailing market rate for the Offering Space, as reasonable determined by Landlord, and a tenant finish allowance then begin quoted by Landlord for comparable space and lease term in the Building. If Sublandlord does not In the event that Tenant desires to lease such Expansion the Offering Space upon the terms set forth in Landlord's Notice, Tenant shall notify Landlord (the "Tenant Notice") within one hundred twenty five (1205) days after the expiration date of said ten (10) business day periodsuch Notice, or if Sublandlord desires to sublease except that Tenant shall have no such Expansion ROFO, and Landlord need not give the Landlord Notice, if: a. Tenant is in default under the Lease at the time Landlord would otherwise deliver the Landlord Notice; or b. the Premises is sublet at the time Landlord would otherwise deliver the Landlord Notice; or c. the Lease has been assigned at the time Landlord would otherwise deliver the Landlord notice; or d. Tenant is not an occupant of the building under this Lease at the time Landlord would otherwise deliver the Landlord Notice; or e. the Prospect is a tenant in the applicable Offering Space on economic terms which are not substantially at the same as those offered to Subtenant, any further transaction time Lessor would otherwise deliver the Lessor Notice. 2. The ROFO shall be deemed a new determination exercised upon Landlord's receipt to the Tenant Notice within the time period stated in subsection VIII.B.1. hereof. If Tenant exercises the ROFO, Tenant shall execute and deliver the Offering Amendment (hereinafter defined) to Landlord within fifteen (15) days of the submission of such Offering Amendment by Landlord to lease Tenant. 3. The Offering Space (including improvements and personalty, if any) shall be accepted by Tenant in broom clean condition and its as-built configuration existing, subject to a tenant finish allowance pursuant to the Expansion Landlord Notice, on the earlier of the date Tenant takes possession of the Offering Space or as of the date the term for such Offering Space commences. 4. a. If Tenant is able to and properly exercises its ROFO, Landlord shall prepare an amendment (the provisions "Offering Amendment") adding the Offering Space to the Premises on the terms set forth in the Landlord Notice and reflecting the changes in the Base Rental, Installments of this paragraph shall again be applicableBase Rental, Rentable Area of the Premises, Tenant's proportionate share of the operating expenses and other appropriate terms.

Right of First Offer. If Sublandlord determines (a) Provided that (i) Tenant has not been in Default under the Lease beyond applicable cure periods, (ii) the creditworthiness of Tenant is then acceptable to sublease any -------------------- part Landlord beyond applicable cure periods, (iii) Tenant originally named herein remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term and (iv) the current use of the Master Leased Premises is consistent with the Permitted Use hereunder unless a change in Permitted Use has been approved by Landlord, and subject to any renewals, extensions or expansions of the existing tenant or other than tenants to the Subleased Premises Offer Space (each such space an as hereinafter defined), Landlord shall notify Tenant in writing ("Expansion Landlord's Notice") of the availability of Suite 511 and Suite 513 in the Building, as shown on Exhibit E attached hereto (the "Offer Space"), then Sublandlord shall notify Subtenant of the terms on which Sublandlord is willing to ) before entering into a lease with a third party for such Expansion Offer Space. If Subtenant, within ten Tenant shall have five (105) business days after from its receipt of SublandlordLandlord's Notice to deliver to Landlord a written notice indicates in writing its agreement acceptance agreeing to lease the Expansion Offer Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms conditions contained in SublandlordLandlord's notice Notice. In the event Tenant fails to notify Landlord of its acceptance within said ten five (105) business day period, then Sublandlord thereafter such failure shall be conclusively deemed a waiver of Tenant's rights under this Section 17.02 and a rejection of the Offer Space, whereupon Tenant shall have no further rights with respect to the Offer Space and Landlord shall be free to lease the Offer Space to a third party. In the event Tenant accepts the Offer Space, Tenant shall lease the Offer Space on the terms and conditions of this Lease, as modified by Landlord's Notice. Notwithstanding the foregoing, if Tenant accepts the Offer Space, the term for the Offer Space shall be coterminous with the term for the original Leased Premises; provided, however, that the minimum term for the Offer Space shall be thirty-six (36) months and the Lease Term for the original Leased Premises shall be extended, if necessary, to be coterminous with the term for the Offer Space. The Minimum Annual Rent for the Offer Space shall be equal to the rate which is then being quoted by Landlord to prospective new tenants for the Offer Space, excluding free rent and other concessions. The Minimum Annual Rent for the original Leased Premises during any such extended term shall be an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective new tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity, excluding free rent and other concessions. (b) If Tenant waives its right to sublease such Expansion lease the Offer Space pursuant to subsection (a) above, and Landlord fails to lease the Offer Space to a third party on substantially similar terms stated in Sublandlord's noticewithin ninety (90) days following such waiver, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does Landlord shall not lease such Expansion the Offer Space within one hundred twenty to a third party without again notifying Tenant of the availability of the Offer Space, in which case Tenant shall again have the right to lease the Offer Space in accordance with this Section 17.02. (120c) days after This Right of First Offer shall commence as of the date hereof, and shall expire and be of no further force or effect upon the expiration of said ten (10) business day periodthe initial Lease Term, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions earlier waiver of this paragraph shall again be applicableRight of First Offer pursuant to subsection (a) above.

Right of First Offer. If Sublandlord determines to sublease any -------------------- part Section 5 of the Master Premises First Amendment is hereby deleted in its entirety and replaced with the following: (a) Subject to the terms and provisions of this Section 9, throughout the Term, excluding the last three (3) years of the Term, Tenant shall have a continuing right of first offer (the “Right of First Offer”) to lease space on the 32nd floor, 35th floor, and 39th floor of the Building (the “First Offer Space”), in the location outlined on Exhibit A attached hereto, that is or will become Available (as hereinafter defined). First Offer Space or any portion thereof shall only be “Available” if, at the time in question, no party leases or occupies such space, whether pursuant to a lease with Landlord or other than agreement with Landlord and no party holds any unexpired or unexercised option or right to lease or occupy such space, or to renew or extend its lease or right of occupancy thereof. First Offer Space that is vacant and unleased as of the Subleased Premises (each Fifth Amendment Effective Date shall not be deemed “Available” until such space an "Expansion Space"), then Sublandlord subsequently becomes Available after Landlord first enters into a lease for such space after the Fifth Amendment Effective Date. Landlord shall notify Subtenant be free to extend the tenancy or occupancy of any portion of the terms on which Sublandlord First Offer Space whether or not pursuant to a lease or other agreement, and such space shall not be deemed to be “Available”. Nothing in this Section 9 shall be deemed to limit Landlord’s right to keep the First Offer Space vacant or to utilize such space for Landlord’s use if Landlord elects, in Landlord’s sole discretion, to do so prior to delivering a First Offer Notice, and such vacant space shall not be deemed Available. (b) Landlord shall not lease any portion of the First Offer Space that is willing Available until Landlord notifies Tenant of the availability of such space (the “Availability Notice”) and Tenant does not exercise its Right of First Offer under this Section 9 to lease such Expansion Spacespace. If SubtenantLandlord’s Availability Notice shall include (i) a description of the portion of the First Offer Space that is Available for lease, (ii) the rentable square feet in such space (using BOMA 2017), (iii) the base rental rate per rentable square feet for such space, (iv) the anticipated commencement of the lease of such space, (v) any requirement for a security deposit or letter of credit as a result of leasing such space; and (vi) any other terms Landlord in Landlord’s sole discretion. (c) Tenant may exercise its Right of First Offer to lease such space only by Notice delivered to Landlord within ten (10) business days after receipt Business Days following the date delivery of Sublandlord's written notice indicates Landlord’s Availability Notice for such space, time being of the essence. Tenant may not elect to lease less than all the First Offer Space included in writing Landlord’s Availability Notice and Tenant’s exercise of its agreement Right of First Offer to lease the Expansion First Offer Space on the terms stated included in Sublandlord's notice, then Sublandlord Landlord’s Notice shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's noticebe irrevocable. If Subtenant does not indicate Tenant fails to deliver timely the Notice exercising its Right of First Offer to lease the First Offer Space included in writing its agreement Landlord’s Availability Notice, Tenant shall be deemed to have rejected Landlord’s offer to lease such Expansion space, Landlord shall be free to lease such space to another party on any terms and conditions and Tenant shall have no further right to lease such space under this Section, provided, however, in the event that the net effective rental rate and other economic terms of the lease which Landlord proposes to execute for the First Offer Space are less than ninety-five percent (95%) of the net effective rental rate and other economic terms set forth in the applicable Availability Notice therefore, then, in such event, Tenant’s right of First Offer with respect to such First Offer Space shall be reinstated and Landlord shall be required to re-offer the First Offer Space to Tenant in accordance with the terms and provisions hereof. Additionally, if Landlord does not enter into a lease for the First Offer Space within twelve (12) months after the date Tenant rejects or is deemed to have rejected Landlord’s offer to lease such space hereunder, then, in such event, ▇▇▇▇▇▇’s Right of First Offer with respect to such First Offer Space shall be reinstated and Landlord shall be required to re-offer the First Offer Space to Tenant in accordance with the terms and provisions hereof. (d) If Tenant timely exercises its Right of First Offer to lease the First Offer Space included in Landlord’s Availability Notice, such space shall be added to the Premises and the Term shall commence for such space on the date Landlord tenders vacant possession of such space to Tenant. Tenant shall lease such space on all the terms contained and conditions of this Lease except (i) the monthly Base Rent for such space shall be one twelfth (1/12th), of the product of the base rental rate for such space and the rentable square feet of such space set forth in Sublandlord's notice Landlord’s Availability Notice (which, absent manifest error, the parties agree shall be the rentable square feet of such space for all purposes of this Lease), (ii) Tenant’s Proportionate Share shall be adjusted to reflect the additional space added to the Premises, (iii) Tenant shall lease such space in its then “as is” condition, and, except to the extent included in Landlord’s Availability Notice, Landlord shall not be obligated to perform any work with respect thereto or make any contribution to Tenant to prepare such First Offer Space for Tenant’s occupancy and (iv) subject to additional review of Tenant’s financial statements, the security deposit or letter of credit required as set forth Landlord’s Availability Notice. Landlord shall use commercially reasonable efforts to obtain and tender to Tenant vacant possession of the First Offer Space leased by Tenant on a date that falls between the anticipated commencement date set forth in Landlord’s Notice (the “Target Delivery Date”) and the date that is nine (9) months after the Target Delivery Date (the “Outside Delivery Date”) but Landlord shall not be liable to Tenant and this Lease shall not be affected if Landlord is unable to tender possession of such space on any particular date. Notwithstanding the foregoing, if Landlord does not deliver possession of the First Offer Space within said ten thirty (1030) business day perioddays after the Outside Delivery Date, then Sublandlord thereafter Tenant shall have the right to sublease terminate the Lease, as amended, with respect to such Expansion First Offer Space by written notice given to Landlord prior to delivery of possession of the First Offer Space to Tenant. Landlord and Tenant shall promptly execute an amendment memorializing the leasing of the portion of the First Offer Space and the terms thereof in a third party form reasonably satisfactory to both parties, but no such agreement shall be necessary in order to make the provisions hereof effective. (e) Tenant’s rights under this Section 9 shall not apply and Landlord shall not be required to notify Tenant of Availability of the First Offer Space if any of the following conditions exist on substantially similar terms stated the date Landlord is to deliver the Availability Notice to Tenant or on the date such First Offer Space is to be added to the Premises: (i) an event of default shall have occurred and then be continuing beyond any applicable extension and cure period; (ii) the Lease is not in Sublandlord's noticefull force and effect; (iii) an assignment of this Lease, which economic terms are substantially or a sublease of all or any portion of the same as those offered Premises, or a transfer, by operation of law or otherwise of any part of Tenant’s interest in this Lease, has occurred, other than in any case to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty a Permitted Transferee; (120iv) days less than three (3) years of the Term will remain after the expiration date such space is to be added to the Premises unless Tenant has a Renewal Option and Tenant exercises such Renewal Option simultaneously with the exercise of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord right to lease the Expansion First Offer Space; or (v) Tenant has not exercised its right to terminate the Lease under Section 5 above. At Landlord’s option, ▇▇▇▇▇▇’s exercise of a right to lease First Offer Space shall be null and void if an uncured event of default exists beyond any applicable notice and cure period on the provisions anticipated commencement of the lease for such First Offer Space. (f) The Right of First Offer granted to Tenant pursuant this paragraph Section are personal to Tenant under this Lease and shall again not be applicabletransferrable, except to a Permitted Transferee.

Right of First Offer. If Sublandlord determines Provided (i) Tenant is not then in default (beyond any applicable cure period) in any of its obligations under this Lease, and (ii) additional space in the Building becomes available (the “Option Space”) and Landlord desires to sublease lease the Option Space to any -------------------- part of the Master Premises party other than the Subleased Premises party then occupying the Option Space, Landlord agrees that, during the term of this Lease, including any Option Term, Tenant shall have the one time right, after the expiration or termination of the initial leases of other premises in the Building (each including any renewals or extensions of same), of first offer to enter into a lease of such space an "Expansion as the space becomes available in accordance with the terms and conditions set forth in this Article 48, as follows: (a) Landlord shall, prior to entering into a lease for the Option Space", send to Tenant a notice of the availability of such space and the terms and conditions under which Landlord proposes to lease the Option Space to Tenant as set forth below (the “Offer Notice”). (b) Within ten (10) business days after Tenants receipt of the Offer Notice, Tenant shall notify Landlord that Tenant either (i) agrees to lease the Option Space under the terms described in the Offer Notice, or (ii) does not desire to lease the Option Space under the terms described in the Offer Notice. A failure by Tenant to timely elect the option described in clauses (i) or (ii) above shall be deemed a to be a waiver by Tenant of any further right to lease the Option Space under this Article 48. (c) If Tenant exercises its option to lease the Option Space under this Article 48, then Sublandlord Tenant shall notify Subtenant of execute a lease amendment embodying the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenantset forth in the Offer Notice, within ten (10) business days after receipt Landlord submits any such lease amendment to Tenant. Said lease amendment shall provide that the following terms and conditions shall apply to the Option Space: (i) Tenant agrees to accept the Option Space “as is” in its then existing condition and Landlord shall have no construction obligations with respect thereto, unless an allowance for renovation of Sublandlord's written notice indicates the Option Space was specified in writing the Offer Notice, in which event such provisions respecting such allowance shall be included in the lease amendment; and (ii) The Rent for the Option Space shall be equal to the greater of (1) the then escalated Rent (on a per square foot basis) including a proportionate increase in Additional Rent or (ii) the then current Prevailing Market Rent (as defined in Article 49). (d) Landlord may, at its agreement option, in lieu of a narrative description of the terms to be described in the Offer Notice, submit to Tenant a lease amendment document setting forth the terms of a proposed lease amendment, in which event Tenant’s exercise of its option to lease the Expansion Option Space on shall be made by Tenant’s execution of such lease amendment document and its return to Landlord within the applicable time periods set forth in paragraph (b) or (c) of this Article 48. If Landlord does not submit a lease amendment document to Tenant at the time the Offer Notice or a revised Offer Notice is given, and Tenant exercises its option to lease the Option Space under such terms, then Tenant shall execute a lease embodying the terms stated set forth in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice Offer Notice within said ten (10) business day perioddays after Landlord submits any such lease to Tenant, then Sublandlord thereafter as provided in paragraph (c) above. (e) Tenant shall have the no further right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Option Space under this Article 48 after Landlord enters into a lease of the Option Space with another tenant in accordance with this Article 48. (f) Tenant’s right to lease the Option Space shall be conditioned upon Tenant’s full and complete compliance with all of the provisions terms and conditions of the Lease prior to the date of any Offer Notice or a revised Offer Notice, and Tenant’s option to lease the Option Space shall terminate when the term of this paragraph Lease expires or terminates. (g) Time shall again be applicableof the essence with respect to Tenant’s right of first offer under this Article 48. (h) Regardless of any election of Tenant to lease the Option Space, this Lease shall nonetheless remain in full force and effect until the expiration date provided herein.

Right of First Offer. If Sublandlord determines to sublease any -------------------- part Section 33.1 For the purposes of this Lease, the portion of the Master Premises fifth (5th) floor of the Building substantially where shown in hatching on Schedule 1 to this Exhibit “B” is herein referred to as the “Offer Space”). Landlord had advised Tenant that Landlord is presently negotiating a lease agreement for the Offer Space with Atlantic Theater Company (who, together with its affiliates, subsidiaries and/or designees, is herein referred to as the “Proposed Other Tenant”). If Landlord, in its sole and absolute discretion, decides to terminate such negotiations with the Proposed Other Tenant prior to consummating such lease agreement, and all other than Persons who, on the Subleased Premises date of the First Amendment (each such space an "Expansion Space"as hereinafter defined), then Sublandlord shall notify Subtenant of have the terms on which Sublandlord is willing right or option to lease the Offer Space waive (or are deemed to have waived) such Expansion Space. If Subtenantrights or options (Tenant agreeing that the Offer Space Option (as hereinafter defined) is subject to all of such rights and options), within Landlord shall so notify Tenant (such notice being herein referred to as the “Offer Space Notice”), in which event, provided that on the date Landlord gives to Tenant the Offer Space Notice this Lease is in full force and effect and no Event of Default exists, during the ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement Business Day period commencing on the date that Landlord gives the Offer Space Notice to Tenant, Tenant shall have the option (the “Offer Space Option”) to lease the Expansion Offer Space from Landlord for the period (the “Offer Space Term”) commencing on date (the “Offer Space Commencement Date”) which is the eleventh (11th) Business Day commencing on the terms stated in Sublandlord's notice, then Sublandlord shall sublease date that Landlord gives the Offer Space Notice to Subtenant Tenant and Subtenant shall sublease from Sublandlord the Expansion Space ending on the terms stated last day of the term of this Lease, upon all of the terms, covenants and conditions of this Lease, except as otherwise expressly set forth in Sublandlord's noticethis Article. If Subtenant does not indicate Tenant shall exercise the Offer Space Option only by giving Landlord notice thereof (the “Exercise Notice”), together with an unendorsed bank or certified check payable to the order of Landlord in writing its agreement the amount of $[*] (the “Additional Security”), as an addition to lease the Security Deposit, both on or before the last day of such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business Business Day period (which last day periodis hereinafter referred to as the “Exercise Notice Date”), then Sublandlord thereafter TIME BEING OF THE ESSENCE. Section 33.2 Tenant shall have the no right to sublease such Expansion exercise the Offer Space Option unless all of the following conditions have been satisfied or waived by Landlord on the date of the Exercise Notice and on the Offer Space Lease Commencement Date: (i) No default under any of the monetary terms, covenants or conditions under this Lease on Tenant’s part to a third party on substantially similar terms stated observe, perform or comply with, and no Event of Default, shall have occurred and be continuing under this Lease; and (ii) Switch & Data/NY Facilities Company LLC shall occupy all of the then-existing Premises Area. * CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Section 33.3 Notwithstanding anything contained in Sublandlord's noticethis Article to the contrary, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Offer Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction Option shall be deemed revoked, null and void, and of no further force or effect, and the Exercise Notice (or purported Exercise Notice) given in connection with Tenant’s attempt to exercise the Offer Space Option shall be ineffective and void ab initio as an Exercise Notice, (a) if Tenant fails to give the Exercise Notice and the Additional Security to Landlord on or before the Exercise Notice Date, TIME BEING OF THE ESSENCE, in the manner hereinbefore provided, or (b) if the notice given to Landlord amends, modifies or supplements (or attempts or purports to amend, modify or supplement) any of the Offer Terms (as hereinafter defined), or (c) if on the Offer Space Lease Commencement Date, this Lease is not in full force and effect or a new determination by default under any of the monetary terms, covenants or conditions under this Lease on Tenant’s part to observe, perform or comply with, or an Event of Default, shall have occurred and be continuing under this Lease; Tenant hereby agreeing that Landlord, in its sole and absolute discretion, may waive any one (1) or more or the conditions set forth in this Section, provided such waiver is expressly set forth in a written notice to Tenant from Landlord. Section 33.4 If Tenant shall give the Exercise Notice to Landlord on or before the Exercise Notice Date, TIME BEING OF THE ESSENCE, and in the manner set forth in Section 33.1 above and subject to lease the Expansion Space and the provisions of Sections 33.2 and 33.3 above, then on the Offer Space Commencement Date, this paragraph Lease shall again be applicable.amended as follows: (a) Landlord shall lease the Offer Space to Tenant, and Tenant shall hire the Offer Space from Landlord, by adding the Offer Space to the Original Premises;

Right of First Offer. If Sublandlord determines (a) Tenant shall be entitled to sublease any -------------------- part a continuous right, during the existing term and the Extended Term, to lease additional space, on the fourteenth (14th) and seventeenth (17th) floors of the Master Premises other than Building (the Subleased Premises (each such space an "Expansion ROFO Space")) on a "right of first offer" basis as provided for in this Paragraph 9. Upon written request from Tenant given at any time during the Lease term or Additional Term, Landlord shall provide Tenant written notice (the "Availability Notice") of ROFO space which is then Sublandlord shall notify Subtenant of available for lease, if any together with the Basic Annual Rent and Additional Rent and other primary terms on and conditions upon which Sublandlord Landlord is willing to lease such Expansion Spacethe ROFO Space to Tenant. If Subtenant, within Tenant shall have ten (10) business days after its receipt of Sublandlord's the Availability Notice (which notice shall identify the location of the ROFO Space in question, if any) in which Tenant may give Landlord written notice indicates in writing its agreement to lease of Tenant's acceptance of the Expansion ROFO Space on the terms stated and conditions set forth in Sublandlord's notice, then Sublandlord shall sublease to Subtenant the Availability Notice and Subtenant shall sublease from Sublandlord in this Paragraph 9 (the Expansion Space on "Acceptance Notice"). After the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease expiration of such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, if Tenant has not given Landlord a timely Acceptance Notice, then Sublandlord thereafter Landlord shall have be free to lease the right to sublease such Expansion ROFO Space to any other person or entity on any terms and conditions. (b) Subject to Tenant submitting a third party on substantially similar terms stated written request to Landlord regarding the availability of the ROFO Space as provided for in Sublandlord's noticesubparagraph (a) above, which economic terms are substantially commencing from the same as those offered time such ROFO Space becomes available up until ten (10) business days after Landlord provides Tenant an Availability Notice with respect to Subtenantsuch ROFO Space, Landlord shall not enter into any lease of the ROFO Space in question with any other person. If Sublandlord does not lease during such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day periodperiod Tenant gives Landlord an Acceptance Notice, or if Sublandlord desires to sublease such Expansion Landlord and Tenant shall then promptly enter into a lease of the ROFO Space on economic the terms and conditions specified in the Availability Notice and in subparagraph (c) below, which are not substantially space shall be delivered in its then "as is" condition. The term of the same lease for the ROFO Space shall commence on the "ROFO Space Commencement Date" (as those offered defined in subparagraph (e) below), and shall terminate upon the expiration or earlier termination of this Lease. (c) If Tenant duly elects to Subtenantlease ROFO Space, any then effective on the ROFO Space Commencement Date, this Lease, without further transaction act of either party hereto, shall be deemed a new determination amended in the following respects: (i) The ROFO Space shall be added to the Premises, in its then "as is" condition and the term "Premises" as used in this Amendment shall be deemed to include the ROFO Space; (ii) The amount of Basic Annual Rent and Additional Rent which Tenant is required to pay for the ROFO Space under this Lease shall be as specified in the Availability Notice as determined by Landlord with reference to lease the Expansion Fair Market Rental Rate as defined in Paragraph 9(d) below; and (iii) Tenant's Expense Percentage shall be appropriately increased to reflect the addition of the ROFO Space to the Premises demised hereunder. Except as expressly otherwise provided herein, all of the terms, covenants, conditions, provisions and agreements of the provisions Lease, as amended, shall apply to the ROFO Space. (d) Basic Annual Rent and Additional Rent for the ROFO Space shall be the "Fair Market Rental Rate" and shall be as determined pursuant to this clause (d). The Availability Notice shall include Landlord's determination, in Landlord's good faith judgment, of the Fair Market Rental Rate as established by transactions of comparable space to the ROFO Space located in Center Tower ("Comparable Transactions"), including any periodic increase therein. In no event, however, shall the Fair Market Rental Rate be less than the amount of Basic Annual Rent Rate and Additional Rent then in effect under this paragraph Lease. If Tenant gives Landlord an Acceptance Notice, Tenant shall again be applicabledeemed to have accepted Landlord's determination of the Fair Market Rental Rate, including any periodic increases therein. If Tenant shall fail to deliver an Acceptance Notice in the manner and within the time herein specified, then such failure shall constitute a rescission of Tenant's exercise of its option for the ROFO Space and, thereafter, Tenant's option shall have fully and forever lapsed and shall be of no further force or effect. In the event that Tenant shall deliver an Acceptance Notice in the manner and within the time herein specified, then the Basic Annual Rental and Additional Rent for the ROFO Space shall be the Fair Market Rental Rate so determined by Landlord, and all periodic increases, if any,as finally determined shall be applicable in full.

Right of First Offer. If Sublandlord determines Tenant shall have a right of first offer (“ROFO”) as to sublease any -------------------- part rentable premises located on the second (2nd) floor of the Master Building for which Landlord is seeking a tenant (“Available ROFO Premises”); provided, however, that in no event shall Landlord be required to lease any Available ROFO Premises other than to Tenant for any period past the Subleased Premises (each such space an "Expansion Space"), then Sublandlord shall notify Subtenant of the terms date on which Sublandlord this Lease expires or is willing terminated pursuant to its terms. To the extent that Landlord renews or extends a then-existing lease with any then-existing tenant of any space, or enters into a new lease with such Expansion Spacethen-existing tenant, the affected space shall not be deemed to be Available ROFO Premises. If SubtenantIn the event Landlord intends to market Available ROFO Premises, within Landlord shall provide written notice thereof to Tenant (the “Notice of Marketing”). 44.1 Within ten (10) business days after following its receipt of Sublandlord's written notice indicates a Notice of Marketing, Tenant shall advise Landlord in writing its agreement whether Tenant elects to lease all (not just a portion) of the Expansion Space Available ROFO Premises and on what terms and conditions (such terms and conditions to include, as base rent for the terms stated Available ROFO Premises, the Base Rent in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord effect for the Expansion Space on the terms stated in Sublandlord's noticethen-current Term). If Subtenant does not indicate in writing its agreement Tenant fails to lease such Expansion Space on the terms contained in Sublandlord's notice notify Landlord of Tenant’s election within said ten (10) business day period, then Sublandlord thereafter Tenant shall be deemed to have elected not to lease the Available ROFO Premises. 44.2 If Tenant timely notifies Landlord that Tenant elects to lease all of the Available ROFO Premises and of the terms and conditions therefore (“Tenant’s Offer”) (provided that Tenant shall be required to lease the Available ROFO Premises for at least the remainder of the then-current Term), then Landlord shall have ten (10) days after receipt of Tenant’s Offer to respond to Tenant in writing whether Landlord elects to lease the Available ROFO Premises to Tenant on the terms and conditions set forth in Tenant’s Offer. 44.3 If (a) Tenant notifies Landlord that Tenant elects not to lease the Available ROFO Premises, (b) Tenant fails to notify Landlord of Tenant’s election within the ten (10)-day period described above or (c) Landlord declines to lease the Available ROFO Premises to Tenant on the terms and conditions set forth in Tenant’s Offer, then Landlord shall have the right to sublease such Expansion Space to consummate a third party on substantially similar terms lease of the Available ROFO Premises at base rent not less than eighty-five percent (85%) of that stated in Sublandlord's noticeTenant’s Offer, which economic terms are substantially the same as those offered to Subtenantif applicable. If Sublandlord does Landlord leases the Available ROFO Premises and the term of such lease expires prior to the Term Expiration Date, then the ROFO shall be fully reinstated with respect to such Available ROFO Premises, and Landlord shall not thereafter lease such Expansion Space within one hundred twenty (120) days after Available ROFO Premises without first complying with the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicable.procedures set forth in this

Right of First Offer. If Sublandlord determines to sublease any -------------------- part As of the Master Premises date hereof, certain space on the third floor of the Building is leased to parties other than Tenant (the Subleased Premises “Existing Tenants”) through one or more leases with Landlord. Such existing leases and the terms thereof, including, but not limited to, the original terms thereof, options to extend the terms thereof, any expansion options and any amendments thereto are hereinafter called the “Existing Leases.” Subject to the Existing Leases and the rights of the Existing Tenants thereunder, and subject to Landlord’s right, in its sole and absolute discretion, to extend the term of any of the Existing Leases or enter into new leases with any of the Existing Tenants for all or any portion of the space on the third floor of the Building (each regardless of whether the Existing Leases provide to the Existing Tenants any such right to extend or enter into such new leases), all of which rights are prior to the rights of Tenant under this Section, and provided that at the time any such space an "Expansion (the “Available Space"), then Sublandlord shall notify Subtenant of the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenant, within ten ”) becomes “available for reletting” (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter it being agreed that Landlord shall have the right to sublease determine when the Available Space is “available for reletting” in its sole and absolute discretion, but that in no event shall Landlord determine that any Available Space is available for reletting more than twelve (12) months prior to the expiration or earlier termination of the existing lease of the Available Space) (i) no “Event of Default” (as defined in Section 7.1 of the Lease) exists and there have been no more than two (2) Events of Default during the Term, (ii) Tenant has not assigned this Lease or sublet all or any portion of the exterior window lined portion of the Premises (other than an assignment or subletting permitted under Section 5.6.1 of the Lease), and (iii) this Lease is still in full force and effect, then Landlord agrees not to enter into a lease or leases to relet all or any portion of such Expansion Available Space without first giving to Tenant an opportunity to lease such space for the Annual Market Rent (as hereinafter defined). The Annual Market Rent shall be the annual fair market rent for the Available Space as of the date when the same becomes so available for reletting and shall be determined by Landlord in its sole and absolute discretion. When such Available Space becomes available for reletting, Landlord shall notify Tenant of the availability of the Available Space and shall advise Tenant of the Annual Market Rent and other business terms upon which Landlord is willing to lease the Available Space (“Landlord’s Offer Notice”). If Tenant wishes to exercise Tenant’s right of first offer, Tenant shall do so, if at all, by giving Landlord notice of Tenant’s desire to lease the entire amount of such Available Space (it being agreed that Tenant has no right to lease less than the entire amount of the Available Space which is so available) on the terms provided herein within fifteen (15) days after receipt of Landlord’s Offer Notice, time being of the essence. If Tenant shall give such notice the same shall constitute an agreement to enter into an instrument in writing to lease such Available Space within thirty (30) days thereafter upon all of the same terms and conditions in the Lease except for the provisions of this Section, the Annual Fixed Rent which shall be equal to the Annual Market Rent as quoted by Landlord, such other business terms set forth in Landlord’s Offer Notice as aforesaid and those provisions which are inappropriate to the business agreement. If Tenant shall not so exercise such right within such period, time being of the essence in respect of such exercise, except as set forth below, Tenant shall have no further right of first offer hereunder with respect to such Available Space and Landlord shall be free to enter into a lease or leases of such Available Space or portions thereof with another prospective tenant or tenants upon terms and conditions as Landlord shall in its sole and absolute discretion determine, which terms may include rights or options to extend the term or to expand the size of the premises under such lease or leases, provided, however, (i) if Landlord proposes to lease the Available Space at an annual fixed rent that is less than ninety percent (90%) of the Annual Market Rent contained in Landlord’s Offer Notice, or (ii) if Landlord leases the Available Space with such tenant or tenants and the term of the applicable lease or leases expires prior to expiration of the Term of this Lease, then the terms of this Section shall continue to apply to such Available Space. If Tenant shall exercise any such right of first offer and if, thereafter, the then occupant of the Available Space with respect to which Tenant shall have so exercised such right wrongfully fails to deliver possession of such Available Space at the time when its tenancy is scheduled to expire, commencement of the term of Tenant’s occupancy and lease of such Available Space, and Tenant’s obligations to pay rent under the Lease shall, in the event of such holding over by such occupant, be deferred until possession of the Available Space is delivered to Tenant and Landlord shall use reasonable efforts and due diligence (which shall be limited to the commencement and prosecution thereafter of eviction proceedings but which shall not require the taking of any appeal) to evict such occupant from such Available Space and to deliver possession of such Available Space to Tenant as soon as may be practicable. The failure of the then occupant of the Available Space to so vacate shall not constitute a third party on substantially similar terms default or breach by Landlord and shall not give Tenant any right to terminate the Lease, this Fourth Amendment or its acceptance of the offer to lease the Available Space contained in Landlord’s Offer Notice, or to deduct from, offset against or withhold Annual Fixed Rent, Additional Rent or other charges due under the Lease or this Fourth Amendment (or any portions thereof), except as expressly provided in the next sentence of this Section and except that, as stated above, commencement of the term of Tenant’s occupancy and lease of such Available Space, and Tenant’s obligations to pay rent under the Lease shall, in Sublandlord's noticethe event of such holding over by such occupant, which economic terms are substantially be deferred until possession of the same as those offered Available Space is delivered to SubtenantTenant. If Sublandlord does not lease Landlord shall have failed to provide Tenant with such Expansion access and sole occupancy to the Available Space within one hundred twenty on or before the date that is ninety (12090) days after the expiration proposed commencement date of said ten the term for the Available Space as set forth in Landlord’s Offer Notice (10the “Outside Delivery Date”) business day period, or if Sublandlord desires to sublease (which date shall be extended automatically for such Expansion Space on economic terms which are not substantially periods of time as Landlord is prevented from providing the same by reason of Force Majeure (it being agreed said Force Majeure shall not include delay attributable to any existing tenant’s wrongful failure to deliver possession of the Available Space, as those offered more particularly described above) or any act or failure to Subtenantact of Tenant which interferes with Landlord’s ability to provide such access, any further transaction without limiting Landlord’s other rights on account thereof), Tenant shall have the right to revoke its acceptance of Landlord’s offer to lease the Available Space contained in Landlord’s Offer Notice, by giving notice to Landlord of Tenant’s desire to do so before such access is provided to Tenant within the time period from the Outside Delivery Date (as so extended) until the date which is thirty (30) days subsequent to the Outside Delivery Date (as so extended); and, upon the giving of such notice, Tenant’s acceptance of Landlord’s offer shall be deemed a new determination by revoked and Tenant shall be deemed to have declined to exercise its right of first offer with respect to the Available Space, without further liability or obligation on the part of either party unless, within thirty (30) days after receipt of such notice, Landlord provides such access to lease the Expansion Space Tenant; and the provisions such right of this paragraph revocation shall again be applicableTenant’s sole and exclusive remedy for Landlord’s failure to provide access within such time.

Right of First Offer. If Sublandlord determines to sublease Provided that no Default has occurred under any -------------------- part provision of this Lease, either at the time of the Master Premises other than delivery of “Landlord’s Notice” or at the Subleased Premises time of the delivery of “Tenant’s Notice” (each such space an "Expansion Space"as hereinafter defined), then Sublandlord shall notify Subtenant Landlord hereby grants Tenant a one-time right (“First Right”) to lease the contiguous space on the second floor of the Building, which space more particularly described on Exhibit G-1 attached hereto (the “First Right Space”), in accordance with and subject to the provisions of this Section; provided that this First Right shall not be effective until the Commencement Date of this Lease shall occur and shall cease to be effective during the final 12 months of the Term, or the final 12 months of the extended Term if Tenant exercises its extension option set forth in Section 3 of this Exhibit G. Except as otherwise provided below, prior to leasing the First Right Space, or any portion thereof, to any other party during the period that this First Right is in effect, Landlord shall give Tenant written notice (the “Landlord’s Notice”) of the basic economic terms on including but not limited to the Basic Rent, term, operating expense base, security deposit, and tenant improvement allowance (collectively, the “Economic Terms”), upon which Sublandlord Landlord is willing to lease such Expansion Spaceparticular First Right Space to Tenant or to a third party; provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant’s benefit. If SubtenantIt is understood that should Landlord intend to lease other office space in addition to the First Right Space as part of a single transaction, within ten (10) then Landlord’s Notice shall so provide and all such space shall collectively be subject to the following provisions. Within 5 business days after receipt delivery of Sublandlord's Landlord’s Notice, Tenant must give Landlord written notice indicates (the “Tenant’s Notice”) pursuant to which Tenant shall elect to (i) lease all, but not less than all, of that portion of the First Right Space specified in writing its agreement Landlord’s notice (the “Designated Space”) upon such Economic Terms and the same non-Economic Terms as set forth in this Lease; (ii) refuse to lease the Expansion Designated Space, specifying that such refusal is not based upon the Economic Terms, but upon Tenant’s lack of need for the Designated Space, in which event this First Right shall terminate as to the Designated Space on in its entirety and Landlord may lease the Designated Space upon any terms stated it deems appropriate; or (iii) refuse to lease the Designated Space, specifying that such refusal is based upon said Economic Terms, in Sublandlord's notice, then Sublandlord which event Tenant shall sublease also specify revised Economic Terms upon which Tenant shall be willing to Subtenant and Subtenant shall sublease from Sublandlord lease the Expansion Space on Designated Space. In the terms stated in Sublandlord's notice. If Subtenant event that Tenant does not indicate so respond in writing its agreement to Landlord’s Notice within said period, Tenant shall be deemed to have elected clause (ii) above. Any Tenant’s Notice electing either clause (i) or clause (iii) above shall be accompanied by Tenant’s then current annual financial statements, inclusive of Tenant’s most current balance sheet; and should such statements reveal that Tenant’s net worth has materially decreased since the execution of this Lease, Landlord shall have no obligation to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Designated Space to a Tenant and may instead lease same to any third party. In the event Tenant’s Notice elects clause (iii) above, Landlord may elect to either (x) lease the Designated Space to Tenant upon such revised Economic Terms and the same other non-Economic Terms as set forth in this Lease, or (y) lease the Designated Space to any third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms upon Economic Terms which are not substantially materially more favorable to such party than those Economic Terms proposed by Tenant. Should Landlord so elect to lease the Designated Space to Tenant, then Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return same as those offered to SubtenantLandlord within 10 days. Notwithstanding the foregoing, any further transaction it is understood that Tenant’s First Right shall be deemed a new determination subject to any extension or expansion rights granted by Landlord prior to the Commencement Date of this Lease to any third party tenant in the Project, as well as to any such rights which may hereafter be granted by Landlord to lease any third party tenant now or hereafter occupying the Expansion First Right Space or any portion thereof, and Landlord shall in no event be obligated to initiate this First Right prior to leasing any portion of the provisions First Right Space to the then-current occupant thereof. Tenant’s rights under this Section shall belong solely to Aviat U.S., Inc., a Delaware corporation, or any transferee under a Permitted Transfer, and any attempted assignment or transfer of this paragraph such rights shall again be applicablevoid and of no force and effect.

Right of First Offer. If Sublandlord determines to sublease any -------------------- part Provided that no event of default exists at the time of Tenant’s exercise of Tenant’s Right of First Offer (as hereinafter defined) or at the time the term of the Master Premises other than Lease with respect to the Subleased Premises Right of First Offer Space (each as hereinafter defined) commences, or no condition exists at either such space time, which with the passage of time or the giving of notice or both would constitute an "Expansion Space"Event of Default pursuant to this Lease, Tenant for a period of one (1) year after the Commencement Date (but not any assignee or subtenant) shall have the right (“Tenant’s Right of First Offer”), then Sublandlord shall notify Subtenant subject to the terms and conditions set forth below and subject to the existing rights of Cornerstone Health Management Company to have the exclusive right to operate a long term acute care hospital in the Building and subject to the rights of existing tenants to lease floors 5 and 6 of the terms on which Sublandlord is willing Building (the “Right of First Offer Space”). In the event the Right of First Offer Space becomes available for lease during the one (1) year period referenced above, Landlord shall offer the applicable Right of First Offer Space to lease by Tenant upon the same terms, covenants and conditions as provided in the Lease for the original Leased Premises except that (i) Tenant, at Tenant’s option, shall receive a construction allowance in lieu of Landlord’s Contribution with respect to the Right of First Offer Space of up to $40.00 times the Net Rentable Area of the Right of First Offer Space, prorated based on the number of months remaining in the Right of First Offer Space (e.g., if one hundred ten (110) months remain in the Term as of the Right of First Offer Space Commencement Date (as defined below), the construction allowance will be the product of $40.00 multiplied by 110/120 multiplied by the Net Rentable Area of the Right of First Offer Space and (ii) the definition of “Permitted Use” in Section 4 shall be modified to include use of the Leased Premises as a long term acute care facility. The term of the Lease with respect to the Right of First Offer Space shall commence on the date of Landlord’s delivery of possession of the Right of First Offer Space to Tenant. Tenant’s obligation to pay the Base Rent for the Right of First Offer Space shall commence on the date (the “Right of First Offer Space Commencement Date”) that is the earlier to occur of (a) one hundred eighty (180) days following Tenant’s exercise of the Right of First Offer, and (b) the date that Tenant fully occupies such Expansion Right of First Offer Space, and shall terminate on the Expiration Date. If Subtenant, Tenant shall accept the Right of First Offer Space “AS IS,” and “WITH ALL FAULTS”. Tenant must notify Landlord in writing of its desire to lease the Right of First Offer Space within ten (10) business days after receipt of Sublandlord's written Landlord has delivered notice indicates in writing its agreement to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's noticeTenant that such space is available for Lease. If Subtenant Tenant timely exercises the Right of First Offer, Landlord and Tenant shall enter into a written agreement modifying and supplementing the Lease and specifying that such Right of First Offer Space accepted by Tenant is a part of the Leased Premises demised pursuant to the Lease for the remainder of the Term and any renewal thereof, if applicable and containing other appropriate terms and conditions relating to Tenant’s lease of the Right of First Offer Space (including without limitation, any increase or adjustment of the annual Base Rent as a result of the expansion of the Leased Premises). In the event that Tenant does not indicate in writing exercise its agreement to lease Right of First Offer within such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord Tenant’s rights under this paragraph with respect to the Right of First Offer Space shall terminate and Landlord shall thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord able to lease the Expansion Right of First Offer Space and or any portion thereof to any third party. Any termination of the provisions Lease shall terminate all rights of Tenant with respect to the Right of First Offer Space. The rights of Tenant with respect to the Right of First Offer Space shall not be severable from the Lease, nor may such rights be assigned or otherwise conveyed in connection with any permitted assignment of the Lease except in connection with an assignment to an Affiliate of Tenant. Landlord’s consent to any assignment of the Lease shall not be construed as allowing an assignment or a conveyance of the rights granted to Tenant under this paragraph shall again be applicableparagraph.

Right of First Offer. If Sublandlord determines Provided that: (i) Sublessee is not then in default hereunder beyond any applicable notice and cure period, (ii) Sublessee has not been in default under the terms of this Sublease more than two (2) times during the Term of this Sublease, (iii) Sublessee has not assigned this Sublease (except pursuant to sublease any -------------------- part a Permitted Transfer), and (iv) Sublessee has not sublet more than forty percent (40%) of the Master Premises other than Sublet Space (except pursuant to a Permitted Transfer) and Sublessee and or a transferee pursuant to a Permitted Transfer are in physical possession of at least sixty percent (60%) of the Subleased Premises (each Sublet Space, then if Sublessor determines, in Sublessor's sole and absolute discretion, that Sublessor shall no longer occupy space in the Premises, then prior to making such space an available to any other parties for sublease, Sublessor shall provide Sublessee with written notice thereof (the "Expansion SpaceSpace Availability Notice"), then Sublandlord shall notify Subtenant of and the terms on which Sublandlord is willing Sublessor intends to lease such Expansion Spacemake the premises available for subletting. If SubtenantSublessee provides Sublessor with written notice (the "Acceptance Notice") within five (5) business days of the date of the Space Availability Notice of Sublessee's agreement to such subletting terms, then the parties shall enter into an amendment of this Sublease within ten five (105) business days after the date of the Space Availability Notice (or five (5) business days after receipt of Sublandlordthe draft amendment, if later), subject to Landlord's written notice indicates in writing its agreement consent under the Master Lease, pursuant to lease the Expansion Space Sublessee's occupancy of such additional space shall be on all of the terms stated and conditions of this Sublease, except that: (a) the Rent Commencement Date shall be the date specified in Sublandlordthe Space Availability Notice, (b) the Base Rent for such space shall be the "Fair Market Rental Value" therefore, as defined and determined in accordance with the terms of Section 4.5.2.1 of the Master Lease, and (c) the Security Deposit and Sublessee's noticeShare shall be adjusted accordingly. If Sublessee fails to deliver the Acceptance Notice, or deliver an executed amendment as provided for above, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter Sublessor shall have the right to sublease market such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space space on economic terms which are not substantially less than 90% of the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease terms set forth in the Expansion Space and the provisions of this paragraph shall again be applicableAvailability Notice.

Right of First Offer. If Sublandlord determines Upon condition that Tenant is not in default in the performance of any covenant or obligation to sublease be performed by Tenant under this Lease beyond any -------------------- part applicable notice or cure periods, Landlord agrees that Landlord will not enter into any new lease of any space on the first floor of the Master Premises Building which may become vacant during the Term of this Lease (the “First Offer Space”) with any tenant unless Landlord shall first offer in writing said space to Tenant. Prior to entering into negotiations with any other than party to lease the Subleased Premises First Offer Space, Landlord shall give Tenant notice (each “Landlord’s First Offer Notice”) that such space an "Expansion Space"), then Sublandlord shall notify Subtenant of the terms on which Sublandlord is willing to lease such Expansion Spaceavailable for leasing. If Subtenant, Tenant fails to notify Landlord within ten (10) business days after of Tenant’s receipt of Sublandlord's written notice indicates in writing its agreement Landlord’s First Offer Notice that Tenant wishes to lease the Expansion Space on First Offer Space, Tenant shall have waived any and all rights it may have under this Section 21.18 with respect to the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's noticeFirst Offer Space. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice Tenant notifies Landlord within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord Tenant’s receipt of Landlord’s First Offer Notice that Tenant wishes to lease the Expansion First Offer Space, the First Offer Space shall automatically be leased to Tenant on the same terms and conditions as set forth in this Lease with respect to the Premises, with coexisting dates of expiration and options to renew, except that the Base Rent shall be at the then current, “Fair Market Rental Rate” for the First Offer Space. If Tenant shall fail to exercise its right of first offer, then at Landlord’s request, Tenant shall execute a release of its right of first offer herein granted as applicable to the space so offered to Tenant. For purposes of this Lease, the term “Fair Market Rental Rate” shall mean the annual rent for similar commercial type property in Weston, Florida (taking into account: size, location, condition and other relevant factors, and the term of the extension period, permitted use and other business provisions of provided for in this paragraph shall again be applicableLease) at the time in which Tenant exercises its option.

Right of First Offer. If Sublandlord determines Subject to sublease any -------------------- part rights of first offer granted to tenants under existing leases at the Master Premises other than Property, Landlord hereby grants Tenant a one time right of first offer with respect to space that is contiguous to the Subleased Leased Premises (each such space an the "Expansion First Offer Space"). Provided that Tenant is not then in Default hereunder, then Sublandlord at such time that Landlord elects to actively market the First Offer Space, Landlord shall notify Subtenant give Tenant written notice of the terms on pursuant to which Sublandlord Landlord is willing to lease such Expansion Spacethe First Offer Space to Tenant. If Subtenant, Unless (a) within ten (10) business days after following receipt of SublandlordLandlord's notice Tenant gives Landlord written notice indicates accepting Landlord's proposed terms, AND (b) within thirty (30) days following Tenant's notice or the parties' agreement to terms as described in writing its agreement (a), Tenant executes and delivers to Landlord the amendment to this Lease prepared by Landlord with respect to the First Offer Space with terms substantially similar to this Lease (other than as to price), from and after such applicable date (the "Trigger Date") Landlord shall be free to lease the Expansion First Offer Space to any other person and on any terms, without any further obligation to Tenant; provided that if Landlord fails to enter into a lease for the terms stated in Sublandlord's noticeFirst Offer Space within 90 days of the Trigger Date, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion First Offer Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicable.subject to the right of first offer of Tenant as provided by this Section 15.15. Tenant acknowledges and agrees that the right of first offer and any other rights granted under this Section 15.15 are granted exclusively to Tenant and not to any assignee or sublessee of Tenant; provided, however that the rights set forth herein shall, provided the same have not otherwise been previously terminated, be available to any assignee of the entirety of Tenant's interest hereunder, provided such assignee is a permitted assignee under and pursuant to Section 11.02 of this Lease. (SIGNATURES CONTAINED ON FOLLOWING PAGE)

Right of First Offer. If Sublandlord determines to sublease any -------------------- part 17.1 So long as Switch and Data CA Nine LLC, a Delaware limited liability company, is the Tenant hereunder and occupies the entirety of the Master Premises Leased Premises, and subject to the conditions set forth below, Tenant shall have a one-time right of first offer as described below (“ROFO”) to purchase the Property, subject to the following conditions: (a) The ROFO shall in no event be applicable or effective if Landlord is marketing the Property for sale; and (b) The ROFO shall apply and be effective only if (a) Landlord is not marketing the Property for sale, and (b) Landlord receives an unsolicited purchase offer from a third party in the same co-location business as Tenant, who is a competitor of Tenant’s, which offer Landlord is otherwise willing to accept (the “Acceptable Unsolicited Offer”); and (c) Anything herein to the contrary notwithstanding, if Tenant is in default under any of the terms, covenants or conditions of this Lease, either at the time Landlord delivers the ROFO Notice (as defined below) to Tenant or during any ensuing negotiations, Landlord shall have, in addition to all of Landlord’s other than rights and remedies provided in this Lease, the Subleased Premises right to terminate the ROFO upon notice to Tenant. 17.2 Tenant’s sole rights pursuant to the ROFO shall be as follows: (each such space an "Expansion Space")a) Prior to accepting the Acceptable Unsolicited Offer, then Sublandlord Landlord shall notify Subtenant deliver a written notice (the “ROFO Notice”) to Tenant notifying Tenant that Landlord has received the Acceptable Unsolicited Offer. Landlord shall not be required to disclose to Tenant any of the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenant, within ten of the Acceptable Unsolicited Offer. (10b) business days after Upon receipt of Sublandlord's written notice indicates in writing its agreement to lease the Expansion Space on the terms stated in Sublandlord's noticeROFO Notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter Tenant shall have seventy-two (72) hours to deliver Tenant’s written offer to Landlord to purchase the right Property (the “ROFO Offer”). (c) Failure by Tenant to sublease deliver the ROFO Offer to Landlord on or prior to the end of such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day 72-hour period, or if Sublandlord desires delivery of a notice stating that Tenant does not desire to sublease such Expansion Space on economic terms which are not substantially make an offer to purchase the same as those offered to SubtenantProperty, any further transaction shall constitute a waiver (“Waiver”). Upon rejection of Tenant’s offer or Waiver, Landlord shall be deemed a new determination by Landlord free to lease convey the Expansion Space Property or any portion thereof, free of all restrictions contained herein, and the provisions ROFO shall terminate and be of no further force and effect and shall not bind the Property in any way. In such event, if Landlord so requests at any time, Tenant shall execute and deliver to Landlord a document in recordable form quitclaiming Tenant’s rights under this paragraph shall again be applicableArticle 17.

Right of First Offer. If Sublandlord determines to sublease any -------------------- part The term “First Offer Space” shall mean whichever of the Master Premises 25th floor or the 24th floor (but not both floors) of the Building first becomes available for lease to Tenant under this Section 2.1.2. If both of such floors simultaneously become available for lease to Tenant under this Section 2.1.2, the “First Offer Space” shall mean the 25th floor of the Building. Before hereafter entering into an initial lease for the First Offer Space with a third party (other than the Subleased Premises (each any current tenant or occupant of such space an "Expansion or a prospective tenant that will lease at least two (2) floors of the Building, including the First Offer Space"), then Sublandlord Landlord shall notify Subtenant Tenant of the terms on which Sublandlord is willing Landlord intends to lease such Expansion Spacethe space (“Landlord’s Notice”). If Subtenant, within ten Within fifteen (1015) business days after receipt of Sublandlord's Landlord’s Notice, Tenant may, by written notice indicates in writing its agreement delivered to Landlord, (i) reject Landlord’s Notice, or (ii) reject Landlord’s Notice but unconditionally and irrevocably offer to lease the Expansion First Offer Space from Landlord for its own use on specific economic and other material terms proposed in Tenant’s response, or (iii) unconditionally and irrevocably agree to lease such space from Landlord for its own use on the terms stated set forth in Sublandlord's noticeLandlord’s Notice (the failure by Tenant to timely respond as aforesaid being deemed Tenant’s rejection of Landlord’s Notice). “If Landlord’s Notice is rejected under clause (i) above (or deemed rejected by Tenant’s failure to timely respond), then Sublandlord shall sublease Landlord may enter into any lease for such space. “If Tenant timely offers to Subtenant and Subtenant shall sublease from Sublandlord lease the Expansion First Offer Space on alternative terms as set forth in clause (ii) above, then Landlord may, by written notice delivered within thirty days of receipt thereof, accept or decline such offer (the failure to so respond being deemed Landlord’s election to decline Tenant’s offer). If such offer under clause (ii) is declined (or deemed declined), then, for a period of one year after Landlord’s receipt of Tenant’s offer, Landlord may enter into any lease for such space at an effective rent (after taking into account any tenant improvement allowance) greater than and on such other material terms no less favorable to Landlord than those set forth in Tenant’s offer. If, during such one-year period, Landlord desires to enter into a third-party lease at an effective rent less than or equal to the effective rent and on such other material terms less favorable to Landlord than those set forth in Tenant’s offer, Landlord shall deliver to Tenant a new Landlord’s Notice. If Landlord does not enter into any such lease within such one-year period, Landlord shall re-commence the process under this Section 2.1.2 before entering into a lease for the First Offer Space. “If Landlord timely accepts an offer by Tenant under clause (ii) above, or if Tenant timely agrees to lease the space as set forth in clause (iii) above, the First Offer Space shall, subject to the following paragraph below and without further action by the parties, be leased by Tenant on the accepted terms and otherwise on all of the terms stated of the Lease in Sublandlord's noticeeffect immediately prior to such expansion, provided that, at the request of either party, Landlord and Tenant shall promptly execute and deliver an agreement confirming such expansion of the Premises and the estimated date the Premises are to be expanded pursuant to this Paragraph with a provision for establishing the effective date of such expansion based on actual delivery. If Subtenant does Landlord’s failure to deliver all or any part of the First Offer Space within three (3) months after the estimated delivery date for such space, for any reason, shall not indicate in writing give rise to any liability of Landlord, shall not alter Tenant’s obligation to accept such space when delivered, shall not constitute a default of Landlord, and shall not affect the validity of the Lease. Notwithstanding the foregoing, if the First Offer Space is not delivered to Tenant by the date three (3) months after the estimated delivery date for such space, then Tenant may, by thirty (30) days’ prior notice to Landlord given within thirty (30) days after such date, terminate its agreement offer to lease such Expansion space. Such termination shall be effective, however, only if the First Offer Space is not delivered to Tenant on or before the terms contained in Sublandlord's 30* day following Tenant’s notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease of such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenanttermination. If Sublandlord does Tenant fails timely to exercise its rights to terminate its offer under this paragraph, Tenant shall not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, have any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of such right. Tenant’s termination right under this paragraph shall again be applicableTenant’s sole remedy for any delay in the delivery of the First Offer Space. “Notwithstanding any provision of this Section to the contrary, Tenant’s rights under this Section shall be void, at Landlord’s election, if (i) Tenant is in default hereunder, after any applicable notice and cure periods have expired, at the time Landlord would have given the Landlord’s Notice under this Section 2.1.2, at the time Tenant makes any election with respect to the First Offer Space under this Section, or at the time the First Offer Space would be added to the Premises, or (ii) any Sublease exists at any such time which requires Landlord’s consent under Section 5.9. Nothing in this Section 2.1.2 shall be construed to grant to Tenant any rights or interest in any space in the Building other than the First Offer Space, and any claims by Tenant alleging a failure of Landlord to comply herewith shall be limited to claims for monetary damages. Tenant may not assert any rights in any space other than the First Offer Space nor file any lis pendens or similar notice with respect to any space.”

Right of First Offer. (a) If Sublandlord determines the Parent or any Subsidiary contemplates undertaking a Debt Issuance, then, not less than forty-five (45) Business Days prior to sublease the proposed date of such Debt Issuance, the Borrowers shall provide written notice (a “Debt Issuance Notice”) thereof to the Administrative Agent (who shall promptly deliver such Debt Issuance Notice to the Lenders), and shall deliver promptly such information concerning the Debt Issuance to the Administrative Agent (who shall promptly deliver such information to the Lenders) as the Lenders may reasonably request. (b) For a period of thirty (30) Business Days (the “Exclusivity Period”) after receipt by the Administrative Agent of a Debt Issuance Notice, the Lenders shall have the exclusive option, but not the obligation, to propose the material terms and conditions (the “Proposed Terms”) under which they would be willing to provide such Debt Issuance by delivering written notice (a “Proposed Term Sheet”) thereof to the Borrowers, setting forth such Proposed Terms. Failure by the Lenders to deliver a Proposed Term Sheet within the applicable Exclusivity Period shall be deemed an election by the Lenders not to provide the Debt Issuance. If the Lenders deliver a Proposed Term Sheet to the Borrowers, neither the Parent nor any -------------------- part of Subsidiary may then undertake any such Debt Issuance with any other Person except on economic terms that are more favorable (taken as a whole) to the Master Premises other Parent or such Subsidiary than the Subleased Premises (each Proposed Terms; provided, that, prior to undertaking any such space an "Expansion Space")Debt Issuance with any other Person, then Sublandlord the Parent or such Subsidiary shall notify Subtenant of provide the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenant, within Lenders with at least ten (10) business days after receipt Business Days’ notice thereof (and such information with respect thereto as the Lenders shall reasonably request) and afford the Lenders a period of Sublandlord's written notice indicates in writing its agreement five (5) Business Days thereafter to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space to propose a third party on substantially similar terms stated in Sublandlord's notice, which Proposed Term Sheet containing economic terms are substantially at least as favorable to the same Parent or such Subsidiary as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicablesuch Debt Issuance.

Right of First Offer. If Sublandlord determines (A) On the conditions (which conditions Landlord may waive by written notice to sublease any -------------------- part Tenant) that both at the time that the Available ROFO Space first becomes available and as of the Master date upon which the ROFO Premises which Tenant has elected to lease pursuant to this Section 17.3 would have otherwise become incorporated into the Premises: (i) there exists no Event of Default, (ii) this Lease is still in full force and effect, and (iii) Tenant has neither assigned this Lease nor sublet more than thirty-three percent (33%) of the Rentable Floor Area of the Premises (excluding any assignment or subletting permitted without Landlord’s consent under Section 12.2 hereof), prior to accepting any offer to lease Available ROFO Space to a third party other than a third party with Prior Rights, Landlord will first offer such Available ROFO Space to Tenant for lease pursuant to this Section 17.3. (B) Landlord’s written notice to Tenant (“Landlord’s ROFO Notice”) offering Tenant any Available ROFO Space shall specify the Subleased Premises location and rentable area of the Available ROFO Space, Landlord’s quotation of a proposed annual rent for the Available ROFO Space (each such space an "Expansion Space"“Landlord’s ROFO Space Rent Quotation”), then Sublandlord Base Amounts for Operating Expenses and Taxes, tenant improvement allowances (if any), and all other material terms and conditions which will apply to the Available ROFO Space, provided that the term for the Available ROFO Space shall be co-terminous with the Initial Term or the Extension Term of this Lease, subject to Section 17.3(C) below. Tenant must notify Subtenant of the terms on which Sublandlord is willing to lease such Expansion Space. If SubtenantLandlord, within ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement Landlord’s ROFO Notice given pursuant to this Section 17.3(B), that (i) Tenant elects to lease all of the Expansion Space Available ROFO Space, on the terms stated set forth in Sublandlord's noticeLandlord’s ROFO Notice, or (ii) Tenant elects to lease all of the Available ROFO Space, but that Tenant disputes Landlord’s Available ROFO Space Rent Quotation; or (iii) Tenant rejects Landlord’s offer. If Tenant elects to lease any Available ROFO Space as aforesaid, but disputes Landlord’s ROFO Space Rent Quotation and the parties do not agree on a mutually agreeable annual rent within thirty (30) days after delivery of such notice from Tenant, then Sublandlord shall sublease either party may initiate a Broker Determination to Subtenant and Subtenant shall sublease from Sublandlord determine the Expansion Prevailing Market Rent for the Available ROFO Space on in question, by giving notice to the terms stated in Sublandlord's noticeother within an additional thirty (30) days after the end of such thirty (30) day period. If Subtenant does not indicate in writing its agreement Tenant has accepted Landlord’s terms for such Available ROFO Space, or upon determination of the Prevailing Market Rent through a Broker Determination, Landlord and Tenant shall execute an amendment to lease such Expansion this Lease incorporating the Available ROFO Space on into the Premises upon the terms contained in Sublandlord's notice Landlord’s ROFO Notice, and otherwise on substantially the same terms and conditions as contained in this Lease, within ten (10) days, but failure of the parties to execute such an amendment shall have no effect on the effectiveness of the expansion of the Premises to include such Available ROFO Space and the economic terms associated therewith, as set forth above. If Tenant rejects Landlord’s offer as to all, or a portion of the Available ROFO Space to the extent permissible as aforesaid, or fails to notify Landlord within said ten (10) business day periodperiod that Tenant intends to lease such Available ROFO Space, Landlord shall be entitled to lease any such Available ROFO Space not elected by Tenant to become incorporated into the Premises to any third party, on such terms and conditions and for such rent, as Landlord determines in its sole discretion, and Tenant shall thereafter have no further rights under this Section 17.3 with respect to such Available ROFO Space; provided, however, that if during the Lease Term any Available ROFO Space in the Building (but not in the Additional Building) with respect to which Tenant failed or declined to exercise its right of first offer hereunder subsequently becomes available after Landlord has leased the same to a third party, Landlord shall again be obligated to offer to lease such Available ROFO Premises in the Building to Tenant pursuant to the provisions of this Section 17.3 and the terms of this Section shall continue to apply to such Available ROFO Space. (C) Notwithstanding anything to the contrary provided in Section 17.3(B) above, if the Available ROFO Space shall be available for delivery to Tenant at any time during the last eighteen (18) months of the Initial Term, then: (a) if there is not available extension option which can be exercised pursuant to Section 3.2, Tenant shall not be entitled to lease the Available ROFO Space under this Section 17.3, and (b) if there is an available extension option which can be exercised pursuant to Section 3.2, then Sublandlord thereafter the term for such Available ROFO Space shall not be coterminous with the Initial Term, but shall be for a term that expires at the expiration of the Extension Term, and in order to lease the Available ROFO Space in accordance with Section 17.3(B) above, Tenant must elect to extend the Initial Term of the Lease for the entire Premises in accordance with the provisions of Section 3.2, at the same time that Tenant elects to lease the Available ROFO Space hereunder. (D) If Tenant shall timely exercise its rights under this Section 17.3 with respect to the Available ROFO Space designated in Landlord’s ROFO Notice and if, thereafter, the then occupant of the Available ROFO Space with respect to which Tenant shall have so exercised such right wrongfully fails to deliver possession of such premises at the time when its tenancy is scheduled to expire, Landlord shall use reasonable efforts and due diligence (which shall be limited to the commencement and prosecution of an eviction proceeding within sixty (60) days after the date on which the hold-over commences, but shall not require the taking of any appeal) to evict such occupant from such space and to recover from such occupant any Hold-Over Premium (as defined below) payable by such occupant. In such event, the commencement of the term of Tenant’s occupancy and lease of such additional space shall, in the event of such holding over by such occupant, be deferred until possession of the additional space is delivered to Tenant. The failure of the then occupant of such premises to so vacate shall not constitute a default or breach by Landlord and shall not give Tenant any right to terminate this Lease or to deduct from, offset against or withhold Annual Fixed Rent or Additional Rent (or any portions thereof); provided, however, that Tenant shall have the right to sublease require Landlord to pay to Tenant fifty percent (50%) of the net (i.e. net of the costs and expenses, including, attorneys’ fees, incurred by Landlord in obtaining such Expansion Hold-Over Premium) amount of any Hold-Over Premium received by Landlord from such hold-over occupant relative to periods from and after the thirty-first (31st) day of any hold-over, when and if Landlord receives any such payment. For the purposes hereof, the term “Hold-Over Premium” shall be defined as the amount (if any) which a hold-over occupant of any portion of the Available ROFO Space is required to a third party on substantially similar terms stated pay to Landlord in Sublandlord's noticerespect of its hold-over in the premises (whether characterized as rent, damages, or use and occupation) in excess of the amount of fixed rent and other charges which economic terms are substantially the tenant under whom such occupant claims would have been required to pay to Landlord had the term of such tenant’s lease been extended throughout the period of such hold-over at the same rental rate as those offered such tenant was required to Subtenantpay during the last month of its tenancy. (E) Time is of the essence of this Section 17.3. If Sublandlord does not lease such Expansion Space within one hundred twenty EXECUTED as a sealed instrument in two or more counterparts by persons or officers hereunto duly authorized on the Date set forth in Section 1.2 above. LANDLORD: BOSTON PROPERTIES LIMITED PARTNERSHIP By: Boston Properties, Inc., its general partner By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Senior Vice President TENANT: ATTEST: CONSTANT CONTACT, INC., By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Secretary Title: President Hereunto duly authorized By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Treasurer Hereunto duly authorized A parcel of land (120the “Land”) days after in Waltham and Lexington, Middlesex County, Massachusetts containing 34.372 acres and shown on that certain plan entitled “Plan of Land in Waltham and Lexington, Middlesex Co., Mass.,” dated March 6, 1986, prepared by Land Surveys Incorporated, recorded with the expiration Middlesex South District Registry of said ten Deeds (10the “Registry”) business day periodin Book 17090, or if Sublandlord desires Page End (the “Plan”), bounded and described as follows: EASTERLY by the Northern Circumferential Highway (Route 128) by two lines measuring 1,067.16 feet and 127.72 feet; SOUTHEASTERLY AND SOUTHERLY by the ramp to sublease such Expansion Space on economic terms which are not substantially the same as those offered to SubtenantTrapelo Road and Trapelo Road by five lines measuring 309.05 feet, any further transaction shall be deemed a new determination 262.57 feet, 122.01 feet, 78.18 feet, and 8.38 feet; NORTHWESTERLY by Landlord to lease the Expansion Space land N/F Reservoir Place Realty Trust, 110 feet; SOUTHERLY by land N/F Reservoir Place Realty Trust, 96.07 feet, and by land N/F ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇, 99 feet; NORTHWESTERLY by land N/F ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, 105 feet; SOUTHERLY 62 feet, SOUTHEASTERLY 39.27 feet and 160 feet, and NORTH-EASTERLY 39.27 feet, all by land of N/F ▇▇▇▇▇▇ P, and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇; SOUTHWESTERLY by ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ feet; NORTHWESTERLY 39.27 feet and 100 feet, and SOUTHWESTERLY 102.57 feet, all by land N/F ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇; NORTHWESTERLY 275 feet, and SOUTHWESTERLY 122.35, by land N/F ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; NORTHWESTERLY by two lines measuring 235.15 feet and 284.27 feet, by lands N/F ▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, N/F ▇▇▇▇▇▇▇ ▇. Senior, Jr., N/F ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇, N/F ▇▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and N/F ▇▇▇▇▇ ▇. ▇▇▇▇▇▇; WESTERLY by five lines measuring 580.06 feet, 25 feet, 128.21 feet, 344.66 feet and 9.12 feet, by lands N/F ▇▇▇▇▇ P, ▇▇▇▇▇▇, N/F ▇▇▇▇ ▇. and ▇▇▇▇▇ ▇▇▇▇▇▇▇, N/F ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇▇▇, N/F J.S.C. Realty Trust, N/F Santo and ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, N/F Jean Yves and ▇▇▇▇▇▇▇ ▇▇▇▇▇, N/F ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, N/F ▇▇▇▇▇▇▇ ▇. and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, and the provisions City of this paragraph shall again be applicable.Waltham; NORTHEASTERLY 692.16 feet by land N/F The C-R Trust; EASTERLY 137.39 feet by Route 128; SOUTHWESTERLY by two lines measuring 336.67 feet and 286.94 feet by land N/F Tracer Lane Trust; EASTERLY by two lines measuring 506.14 feet and 325.94 feet, by land N/F Tracer Lane Trust; NORTHERLY 45 feet, WESTERLY 27 feet, and NORTHERLY 555.01 feet, all by land N/F Tracer Lane Trust. Together with the right, in common with others, to use Tracer Lane, a private way, throughout its entire length over the Land, for access to and from Trapelo Road, a public way, and for all other purposes for which public ways are normally used in the City of Waltham and the Town of Lexington, as shown on the Plan. Together with the appurtenant right in common with others to use that portion of the Land located within the easement granted to Boston Edison Company by a Grant of Easement dated October 2, 1946 and recorded in the Registry in Book 7098, Page 118, for all purposes allowed under an Agreement with Boston Edison Company and Albamont Properties, Inc. dated January 31, 1975 and recorded in the Registry in Book 12771, Page 538. Together with the appurtenant right and easement, in common with others, to discharge surface water contained in an Easement Indenture among Tracerlab, Inc. et al. dated January 9, 1957 and recorded in the Registry in Book 8892, Page 112. Together with the appurtenant rights and easements, in common with others, granted to the owner of the Land in (a) an Indenture among Boston Edison Company et al. Dated September 19, 1966 and recorded in the Registry in Book 11258, Page 79, (b) a Utilities Maintenance Agreement among LFE Inc. et al dated September 19, 1966 and recorded in the Registry in Book 11258, Page 92, and (c) an Easement Indenture among 128 Realty Corporation et al. dated September 19, 1966 and recorded in the Registry in Book 11258, Page 061. Together with the right and easement, in common with others, granted the owner of the Land in an Agreement dated May 12,1975 and recorded in the Registry in Book 12892, Page 410. Together with the right to terminate the Agreement between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ et ux. dated April 9,1974 and recorded in the Registry in Book 12627, Page 235. 3 27,094 RSF Lease Execution Date Lease Execution Date — September 30, 2010: $24.00 per RSF per annum 2005 2006 October 1, 2010 — September 30, 2011: $30.00 per RSF per annum 2010 2011 October 1, 2011 — September 30, 2012: $31.00 per RSF per annum 2010 2011 October 1, 2012 — September 30, 2013: $32.00 per RSF per annum 2010 2011 October 1, 2013 — September 30, 2014: $33.00 per RSF per annum 2010 2011 October 1, 2014 — September 30, 2015: $34.00 per RSF per annum 2010 2011 3 4,876 RSF Lease Execution Date Lease Execution Date — June 30, 2009: $26.00 per RSF per annum 2007 2008 July 1, 2009 — September 30, 2010: $27.00 per RSF per annum 2007 2008 October 1, 2010 — September 30, 2011: $30.00 per RSF per annum 2010 2011 October 1, 2011 — September 30, 2012: $31.00 per RSF per annum 2010 2011 October 1, 2012 — September 30, 2013: $32.00 per RSF per annum 2010 2011 October 1, 2013 — September 30, 2014: $33.00 per RSF per annum 2010 2011 October 1, 2014 — September 30, 2015: $34.00 per RSF per annum 2010 2011 3 8,400 RSF Lease Execution Date Lease Execution Date — July 31, 2009: $30.00 per RSF per annum 2007 2008 August 1, 2009 — September 30, 2010: $31.00 per RSF per annum 2007 2008 October 1, 2010 — September 30, 2011: $30.00 per RSF per annum 2010 2011 October 1, 2011 — September 30, 2012: $31.00 per RSF per annum 2010 2011 October 1, 2012 — September 30, 2013: $32.00 per RSF per annum 2010 2011 October 1, 2013 — September 30, 2014: $33.00 per RSF per annum 2010 2011 October 1, 2014 — September 30, 2015: $34.00 per RSF per annum 2010 2011 3 25,661 RSF Lease Execution Date Lease Execution Date — September 30, 2009: $33.50 per RSF per annum 2008 2008 October 1, 2009 — September 30, 2010: $34.50 per RSF per annum 2008 2008 October 1, 2010 — September 30, 2011: $30.00 per RSF per annum 2010 2011 October 1, 2011 — September 30, 2012: $31.00 per RSF per annum 2010 2011 October 1, 2012 — September 30, 2013: $32.00 per RSF per annum 2010 2011 October 1, 2013 — September 30, 2014: $33.00 per RSF per annum 2010 2011 October 1, 2014 — September 30, 2015: $34.00 per RSF per annum 2010 2011 3 2,591 RSF Lease Execution Date Lease Execution Date — September 30, 2009: $28.00 per RSF per annum 2008 2008 October 1, 2009 — September 30, 2010: $29.00 per RSF per annum 2008 2008 October 1, 2010 — September 30, 2011: $30.00 per RSF per annum 2010 2011 October 1, 2011 — September 30, 2012: $31.00 per RSF per annum 2010 2011 October 1, 2012 — September 30, 2013: $32.00 per RSF per annum 2010 2011 October 1, 2013 — September 30, 2014: $33.00 per RSF per annum 2010 2011 October 1, 2014 — September 30, 2015: $34.00 per RSF per annum 2010 2011 3 4,422 RSF Lease Execution Date Lease Execution Date — September 30, 2010: $28.00 per RSF per annum 2008 2009 October 1, 2010 — September 30, 2011: $30.00 per RSF per annum 2010 2011 October 1, 2011 — September 30, 2012: $31.00 per RSF per annum 2010 2011 October 1, 2012 — September 30, 2013: $32.00 per RSF per annum 2010 2011 October 1, 2013 — September 30, 2014: $33.00 per RSF per annum 2010 2011 October 1, 2014 — September 30, 2015: $34.00 per RSF per annum 2010 2011 3 10,335 RSF Lease Execution Date Lease Execution Date — September 30, 2010: $28.00 per RSF per annum 2008 2009 October 1, 2010 — September 30, 2011: $30.00 per RSF per annum 2010 2011 October 1, 2011 — September 30, 2012: $31.00 per RSF per annum 2010 2011 October 1, 2012 — September 30, 2013: $32.00 per RSF per annum 2010 2011 October 1, 2013 — September 30, 2014: $33.00 per RSF per annum 2010 2011 October 1, 2014 — September 30, 2015: $34.00 per RSF per annum 2010 2011 3 2,204 RSF Lease Execution Date Lease Execution Date — the day immediately preceding the Rent Commencement Date for such Premises Component as determined pursuant to Exhibit C: $0.00 per RSF per annum 2010 2011 Rent Commencement Date — September 30, 2015: $32.50 per annum 2

Right of First Offer. If Sublandlord Subject to the rights of any existing tenants in the Building, if during the First Offer Period (as said term is hereinafter defined), all or any portion of the leasable space located in the Building (the "First Offer Space") shall become "available for leasing" (as said term is hereafter defined) and provided that the "Offer Conditions" (as hereafter defined) are then satisfied, then prior to executing a lease for such First Offer Space or part thereof, Landlord shall first submit to Tenant a written offer (the "Offer") to lease all of the such available portion of the First Offer Space to Tenant upon such terms and conditions (including, without limitation, lease term and Fixed Annual Base Rent) as are specified by Landlord in such Offer as (subject to the provisions hereof in the case of the First Offer Space Fixed Annual Base Rent and the Offer Space Initial Term, as said terms are hereinafter defined) determined by Landlord in its sole and complete discretion. Landlord's Offer to Tenant shall specify, among other things: (i) the location and rentable area of the Offered Space (as said term is hereinafter defined); (ii) the date (the "Anticipated Availability Date") which Landlord anticipates that such Offered Space shall be vacant and unleased; (iii) the Fixed Annual Base Rent (the "First Offer Space Fixed Annual Base Rent") portion of the Annual Rent on a per square foot basis which Landlord proposes to charge for the Offered Space, including all fixed and/or indexed adjustments to said rate (it being understood that over and above such First Offer Space Fixed Annual Base Rent Tenant shall be obligated to pay all Additional Rent required to be paid under this Lease including, without limitation, Tenant's Pro Rata Share (increased to take into account the Offered Space) of real estate taxes, Tenant's Pro Rata Share (as increased to take into account the Offered Space) of Common Area Maintenance Expenses and all other charges, amounts, reimbursements and other sums required to be paid by Tenant under this Lease); (iv) the number of years or period to be included in the term for such Offered Space; (v) if there is a Gap Period (as said term is hereinafter defined), such additional terms with respect to the Premises as are set forth in Section 45.3 hereof; and (vi) such other terms as Landlord determines to sublease include in the Offer. Except as may otherwise be expressly provided in the Offer: (i) there shall be no additional or separate Extension Option for any -------------------- part Offered Space; (ii) there shall be no free rent or reduced rent for any Offered Space; (iii) there shall be no Tenant Inducement Payment for any Offered Space nor shall Landlord have any obligation to make or pay for any improvements to the First Offer Space or to the Building; (iv) there shall be no extension of the Master Premises First Offer Period; and (v) no additional Right of First Offer or other than similar rights (but any then existing First Offer Rights set forth in this Section 45 shall not be affected). In addition to the Subleased Premises (each such space an "Expansion Space"), then Sublandlord shall notify Subtenant First Offer Space Fixed Annual Base Rent portion of the terms on which Sublandlord is willing Annual Rent, in each year during the Offer Space Initial Term (and any extension thereof) Tenant shall also be obligated to lease such Expansion pay all Additional Rent required to be paid under this Lease including, without limitation, Tenant's Pro Rata Share of real estate taxes, Tenant's Pro Rata Share of Common Area Maintenance Expenses and all other charges, amounts, reimbursements or other sums payable by Tenant under the Lease, as amended by this Ninth Amendment and Tenant's Pro Rata Share shall increase in each First Offer Space Amendment to reflect the increase in the rentable square footage of the Premises allocable to Offered Space. If Subtenant, within ten fifteen (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (12015) days after Landlord provides the expiration Offer to Tenant, Tenant does not unconditionally accept the Offer as to all of said ten (10) business day period, such space described in the Offer in writing or if Sublandlord desires Tenant accepts the Offer as aforesaid but does not execute and deliver a final fully executed amendment to sublease this Lease (a "First Offer Space Amendment") for the space described in such Expansion Offer (the space described in such Offer being hereinafter called the "Offered Space") in form and substance reasonably satisfactory to Landlord within twenty (20) days after acceptance of the Offer as aforesaid, all of Tenant's rights in and to any Offered Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall cease and terminate and Landlord shall be deemed a new determination by free to rent all or any part of such space to any party upon such terms and conditions as Landlord may elect in its sole discretion. Time is of the essence with respect to lease the Expansion Space and the provisions of this paragraph shall again be applicableSection 45.

Right of First Offer. If Sublandlord determines Prior to sublease any -------------------- part execution of a lease or leases for the approximately 16,130 square feet of Rentable Area depicted on Exhibit C-1 attached hereto (the “First Offer Spaces”), composed of Suites 220, 250, 315 and 320 during the first five (5) years of the Master Premises other than the Subleased Premises (each such space an "Expansion Space")Term of this Lease, and so long as Tenant is not then Sublandlord shall in default under this Lease, Landlord will notify Subtenant Tenant of the terms on and conditions upon which Sublandlord is it would be willing to lease all or portions of the First Offer Spaces to Tenant as such Expansion Spacespace becomes available. If Subtenant, within ten (10) business days after receipt of Sublandlord's written notice indicates Landlord’s notice, Tenant agrees in writing its agreement to lease portions of the Expansion Space on First Offer Spaces at the current market rate then being charged by Landlord for comparable space in the Building and upon such terms stated and conditions set forth in Sublandlord's Landlord’s notice, then Sublandlord shall sublease Landlord and Tenant will execute an amendment or amendments to Subtenant and Subtenant shall sublease from Sublandlord this Lease adding the Expansion Space on First Offer Spaces to the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice Premises within said ten (10) business days after Landlord’s receipt of Tenant’s notice of intent to lease upon all the same terms as this Lease except as modified by the terms in Landlord’s notice. If Tenant does not deliver its notice of intent to lease all or a portion the First Offer Spaces or elects not to lease all or a portion of the First Offer Spaces within such 10 business-day period, then Sublandlord thereafter shall this right of first offer to lease that portion of the First Offer Spaces will lapse and be of no further effect and Landlord will have the right to sublease such Expansion Space lease that portion the First Offer Spaces to a any third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as or any other terms and conditions, whether or not such terms and conditions are more or less favorable than those offered to SubtenantTenant. If Sublandlord does not lease such Expansion Space within one hundred twenty The right granted to Tenant under this paragraph is personal to Tenant and to any Permitted Transferee; furthermore, in the event of any assignment of this Lease to a party other than a Permitted Transferee or a sublease to a party other than a Permitted Transferee Tenant of more than fifty percent (12050%) days after of the expiration Premises, this right of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord first offer to lease the Expansion Space First Offer Spaces shall thenceforth be null and the provisions void and of this paragraph shall again be applicableno further force and effect.

Right of First Offer. If Sublandlord determines Subject to sublease any -------------------- part (x) the initial leasing of such space to a third party and (y) the rights of third parties existing as of the Master Premises other than date this Lease is fully executed and delivered by both parties without contingency and the Subleased Premises rights of tenants under the initial leasing of such space, Tenant shall have a one-time right of first offer (each such space an "the “Right of First Offer”) on (I) certain portions of the third (3rd) floor of the Building and (II) certain portions of the fourth (4th) floor of the building on the Property known as “Building 5” (each, as more particularly labeled in Exhibit H attached hereto as “Future Acacia Expansion Right of First Offer”, a “ROFO Space"”) upon the following terms and conditions. Landlord will notify Tenant of its plans to market a ROFO Space for lease to any unrelated third party (the “ROFO Notice”), then Sublandlord which ROFO Notice shall notify Subtenant specify Landlord’s estimate of the fair market rent for such ROFO Space, the date of availability of such ROFO Space and all other material terms on and conditions which Sublandlord is willing will apply to such ROFO Space. Within five (5) Business Days following its receipt of any ROFO Notice, Tenant shall have the right to accept the same by written notice to Landlord. If Tenant notifies Landlord within such five (5) Business Day period that it wishes to lease such Expansion the ROFO Space. If Subtenant, Landlord and Tenant shall execute an amendment to the Lease incorporating the ROFO Space into the Premises upon the terms contained in the ROFO Notice within ten (10) business days after receipt Business Days following Landlord’s delivery to Tenant of Sublandlord's written notice indicates in writing its agreement a form therefor. If Tenant fails to notify Landlord within said five (5) Business Day period that Tenant intends to lease the Expansion ROFO Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease or fails to Subtenant and Subtenant shall sublease from Sublandlord the Expansion execute Landlord’s form of amendment for such ROFO Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day periodBusiness Days of receipt from Landlord, then Sublandlord thereafter (i) Tenant shall be deemed to have the right waived its rights with respect to sublease such Expansion ROFO Space and Landlord shall be entitled, but not required, to lease all or any portion of such ROFO Space to a any third party or parties on substantially similar such terms stated and conditions, including, without limitation, options to extend the term of such lease and/or expand the premises under such lease, and for such rent as Landlord determines, all in Sublandlord's noticeits sole discretion, which economic terms are substantially and (ii) the same as those offered Right of First Offer with respect to Subtenant. If Sublandlord does not lease such Expansion ROFO Space within one hundred twenty (120) days after shall be of no further force or effect, except that in the expiration event that Landlord offers the ROFO Space at less than 90% of said ten (10) business day periodthe fair market rent specified in the ROFO Notice, or if Sublandlord desires to sublease such Expansion Space on economic terms which are twelve (12) months have passed since the date of the ROFO Notice and Landlord has not substantially leased the same as those offered to SubtenantROFO Space, any further transaction then the Right of First Offer shall be deemed not waived by Tenant, shall be reinstated and Landlord will again offer the ROFO Space to Tenant in accordance with the procedure set forth above. Notwithstanding any contrary provision of the Lease, the Right of First Offer, and any exercise by Tenant of the Right of First Offer shall be void and of no effect unless on the date Tenant notifies Landlord that it is exercising such right and on the commencement date of the amendment for a new determination by Landlord to lease ROFO Space: (i) no Default exists at the Expansion time of the ROFO Notice or at the commencement of the term for such ROFO Space and (ii) the provisions original Tenant named herein or an Affiliate pursuant to a Permitted Transfer is itself occupying the entire Premises at the time of this paragraph shall again be applicablethe ROFO Notice and at the commencement of the term for such ROFO Space.

Right of First Offer. If Sublandlord determines to sublease Provided (i) there is no Lessee Event of Default under Section 11.1 of the Lease Agreement at the time Offer Space is Available (as hereinafter defined), and (ii) Lessee has not subleased or assigned all or any -------------------- part of the Master Leased Premises other than at the Subleased Premises time Offer Space is Available (each such space an as hereinafter defined), Lessee shall have a right of first offer to 7,714 rentable square feet on the 13th floor of One Fasken Center, also known as Suite 1320, currently leased by Gulf Coast Oil & Gas Company ("Expansion Offer Space"), then Sublandlord shall notify Subtenant if Available, as hereinafter defined. As used herein, the Offer Space is "Available" at the time in question if Gulf Coast Oil & Gas Company is not leasing or occupying the Offer Space, under any current or renewal term of the lease or any other agreement. If the Offer Space is Available, Lessor shall deliver notice thereof to Lessee (a "Offer Notice") setting forth (a) the anticipated commencement date of the lease of the Offer Space ("Offer Space Commencement Date"), (b) the term for the Offer Space, which shall be co-terminus with the Lease Term Extension Period for the Premises; provided, however, if less than thirty-six (36) months remain in the Lease Term Extension Period upon the Offer Space Commencement Date, the term for the Entire Premises shall be extended for a full thirty-six (36) months, (c) Lessee's proportionate share of the Operating Expenses and Taxes, (d) the Base Year for Operating Expenses and Tax Expenses for the Entire Premises and the Offer Space, (e) provided that thirty­ six (36) months remain in the Lease Term Extension Period, Lessor shall provide to Lessee an allowance in the amount of $15.00 per rentable square foot toward the cost of performing leasehold improvements in the Offer Space, which allowance shall be paid by Lessor to the contractors that perform the leasehold improvements in the Offer Space, following receipt by Lessor of the following bills covering all labor and materials expended and final waivers of lien, and (d) the Base Rent for the Offer Space, as hereinafter defined. The Base Rent for the Offer Space shall be the greater of: (i) the fair market value per square foot of the Offer Space as reasonably determined by Lessor pursuant to current market conditions in the Building as of the date of the Offer Notice, or (ii) Lessee's escalated annual rate per square foot of the Entire Space as of the date of the Offer Notice. Within five (5) business days following Lessor's delivery of the Offer Notice, Lessee shall in writing elect to either (a) lease the Offer Space upon the terms on which Sublandlord is willing set forth in the Offer Notice; or (ii) refuse to lease such Expansion the Offer Space. If SubtenantLessee refuses to lease the Offer Space, fails to timely elect to lease, or does not respond in any manner, Lessee's right of first ofter shall be terminated in its entirety and Lessor shall have a right to lease all or any portion of Offer Space to anyone it desires. If Lessee elects to lease the Offer Space upon the terms set forth in the Offer Notice, Lessee and Lessor shall, within ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement thereafter execute, an amendment to lease the Expansion Space on Lease Agreement to reflect the terms stated and conditions as set forth in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicableOffer Notice.

Right of First Offer. If Sublandlord determines to sublease (a) Provided that (i) Tenant is not in default beyond any -------------------- part applicable cure periods at the time of Tenant’s exercise of the Master Right of First Offer, (ii) the creditworthiness of Tenant is then reasonably acceptable to Landlord, and (iii) Tenant originally named herein (or its Permitted Transferee) and/or the Subtenant remains in possession of and has been continuously operating in not less than one hundred percent (100%) of the Leased Premises throughout the Lease Term, and subject to any rights of other than tenants to the Subleased Premises Offer Space (each as defined herein) and Landlord’s right to renew or extend the lease term of any other tenant with respect to the portion of the Offer Space now or hereafter leased by such other tenant, Landlord shall, before entering into a lease with a third party for the space an "Expansion located in the Building shown on the attached Exhibit “F” (the “Offer Space"”), then Sublandlord shall notify Subtenant Tenant in writing of the availability of the Offer Space for leasing and setting forth the terms on and conditions upon which Sublandlord Landlord is willing to lease such Expansion Spacethe Offer Space to Tenant (“Landlord’s Notice”). If Subtenant, within Tenant shall have ten (10) business days after from its receipt of Sublandlord's Landlord’s Notice to deliver to Landlord a written notice indicates in writing its agreement agreeing to lease the Expansion Offer Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms conditions contained in Sublandlord's notice Landlord’s Notice (“Tenant’s Acceptance”). In the event Tenant fails to deliver Tenant’s Acceptance to Landlord within said ten (10) business day period, then Sublandlord thereafter such failure shall be conclusively deemed a rejection of the Offer Space and a waiver by Tenant of this right of first offer, whereupon Tenant shall have no further rights with respect to the right Offer Space under this provision and Landlord shall be free to sublease such Expansion lease the Offer Space to a third party on substantially similar no less than ninety five percent (95%) of the total economic terms stated and conditions contained in Sublandlord's Landlord’s notice, which economic terms are substantially the same as those offered to Subtenanttaking into consideration rent, tenant improvement allowances, and other rent concessions. If Sublandlord Landlord does not lease consummate such Expansion Space transaction on the terms of Landlord’s notice within one two hundred twenty and seventy (120270) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord Tenant’s failure to lease the Expansion Offer Space, then this Right of First Offer shall be reinstated. (b) The term for the Offer Space shall be coterminous with the term for the original Leased Premises; provided, however, that the minimum term for the Offer Space shall be three (3) years and the term for the then existing Leased Premises (“Existing Premises”) shall be extended, if necessary, to be coterminous with the term for the Offer Space. If the Lease Term for the Existing Premises is extended as provided above, the Minimum Annual Rent for such extension term shall be an amount equal to one hundred three percent (103%) of the Minimum Annual Rent per square foot for the period immediately preceding the extension term for the first twelve (12) months of the extension term, with an increase of three percent (3%) for each successive twelve (12) month period of the extension term. The Monthly Rental Installments shall be an amount equal to one-twelfth (1/12) of the Minimum Annual Rent for the extension term and shall be paid at the same time and in the same manner as provided in the Lease. (c) If Tenant properly exercises its Right of First Offer, Landlord and Tenant shall enter into an amendment to this Lease adding the Offer Space to the Leased Premises upon the terms and conditions set forth herein and making such other modifications to this Lease as are appropriate under the circumstances. If Tenant shall fail to enter into such amendment within thirty (30) days following Tenant’s Acceptance, then Landlord may terminate this Right of First Offer by notifying Tenant in writing, in which event Tenant shall have no further rights with respect to the Offer Space and Landlord shall be free to lease the provisions of this paragraph shall again be applicableOffer Space to a third party.

Right of First Offer. If Sublandlord determines Landlord and Tenant acknowledge that Tenant currently occupies Suite 360 of the Building pursuant to a sublease with another tenant of Landlord’s, and that Tenant intends to sublease any -------------------- part from the same other tenant Suites 200 and 220 of the Master Premises other than Building (as noted in Section 7 below). If, at the Subleased Premises time Tenant exercises the first of the two (2) Extension Options referred to in Section 5 above, Tenant is a subtenant in occupancy of each such space an "Expansion Space")of said Suites 200, 220 and 360 of the Building, then Sublandlord Tenant shall notify Subtenant have a right of the terms on which Sublandlord is willing first offer to lease such Expansion Spacesuites directly from Landlord commencing as of the commencement of the first Extension Term, on the same terms, and at the same rate per rentable square foot, as apply to the Premises during such Extension Term. If SubtenantTo that end, within ten Section 6 of the Fourth Amendment is hereby deleted and the following provisions shall apply in lieu thereof: a. Landlord hereby grants to Tenant a right of first offer (10“ROFO”) business days after receipt of Sublandlord's written notice indicates in writing its agreement to lease the Expansion Space ▇▇▇▇▇ ▇▇▇, containing approximately 6,374 rentable square feet on the third (3rd) floor of the Building, and Suites 200 and 220, collectively containing approximately 22,939 rentable square feet on the second (2nd) floor of the Building (collectively, the “ROFO Premises”) on the following terms stated and conditions: b. If at the time Tenant exercises the first of the two (2) Extension Options provided under Section 6 of the Second Amendment, Tenant is a subtenant in Sublandlord's noticeoccupancy of the ROFO Premises, and Tenant desires to continue in occupancy of said ROFO Premises, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter Tenant shall have the right to sublease such Expansion Space to lease the ROFO Premises as a third party on substantially similar terms stated direct tenant of Landlord with respect thereto, by notifying Landlord in Sublandlord's noticewriting (the “ROFO Notice”), which economic terms are substantially delivered simultaneously with Tenant’s delivery of notice exercising the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration first Extension Option, of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord Tenant’s election to lease the Expansion Space ROFO Premises. If Tenant timely delivers ROFO Notice to Landlord, then the direct lease of the ROFO Premises by Tenant from Landlord shall commence as of the first day of the first Extension Term, and shall be conterminous and on the provisions same terms and conditions as set forth in the Lease as amended, with the term “Premises” being deemed expanded to include the ROFO Premises, except that: (i) the Base Rent shall be increased on a proportionate basis to reflect the addition of this paragraph the ROFO Premises, at the same rate per rentable square foot of the ROFO Premises as the Base Rent would be in respect of the Premises without the addition of the ROFO Premises, and (ii) the Security Deposit shall again be applicableproportionately increased by a percentage corresponding the percentage increase in the square footage of the Premises due to the addition of the ROFO Premises. If Tenant fails to timely deliver Tenant’s ROFO Notice, then Tenant’s ROFO rights hereunder shall lapse and be of no further force or effect.

Right of First Offer. If Sublandlord determines (a) Tenant shall have a right of first offer (the “Right of First Offer”) with respect to sublease the rentable space located on the second (2nd) floor of the Building which is contiguous to the Premises, as amended hereby (the “Offer Space”). The Offer Space is known as Suite 220 (which is currently vacant) and Suite 280. Tenant’s Right of First Offer shall be exercised as follows: at any -------------------- time after Landlord has determined that the existing tenant in the Offer Space will not extend or renew the term of its lease for the Offer Space (but prior to offering such Offer Space to a party other than the existing tenant), Landlord shall provide written notice to Tenant (the “Offer Notice”) of the terms under which Landlord is prepared to lease the Offer Space to Tenant, which terms shall reflect the fair market rate for such Offer Space as reasonably determined by Landlord and a market term. Tenant may lease such Offer Space in its entirety only, under such terms, by providing Landlord with written notice of its election to lease the Offer Space as aforesaid (such notice, the “Offer Notice of Exercise”) within fifteen (15) days after the date Tenant receives the Offer Notice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Offer Notice, if: (i) an event of default exists under the Lease, as amended hereby, beyond any applicable notice and cure period provided in the Lease at the time that Landlord is required to deliver the Offer Notice hereunder; or (ii) the Premises, as amended hereby, or any portion thereof, is sublet at the time Landlord is required to deliver the Offer Notice hereunder; or 32036/00600/DOCS/4144422.1 (iii) the Lease, as amended hereby, has been assigned (other than to Assignee pursuant to this Amendment) prior to the date Landlord is required to deliver the Offer Notice hereunder; or (iv) the Tenant is not occupying the Premises, as amended hereby, on the date Landlord is required to deliver the Offer Notice hereunder; or (v) the existing tenant in the Offer Space is interested in extending or renewing its lease for the Offer Space or entering into a new lease for such Offer Space. (b) The term for the Offer Space shall commence upon the commencement date stated in the Offer Notice and thereupon such Offer Space shall be considered a part of the Master Premises other than the Subleased Premises (each such space an "Expansion Space")Premises, then Sublandlord shall notify Subtenant as amended hereby, provided that all of the terms stated in the Offer Notice, including the termination date set forth in the Offer Notice, shall govern Tenant’s leasing of the Offer Space and only to the extent that they do not conflict with the Offer Notice, the terms and conditions of the Lease, as amended hereby, shall apply to the Offer Space. Tenant shall pay Base Rent and the OE Payment for the Offer Space in accordance with the terms and conditions of the Offer Notice, which terms and conditions shall reflect the fair market rate for the Offer Space as determined in Landlord’s reasonable judgment. Notwithstanding the foregoing, if Tenant, in its reasonable judgment, determines that the rate set forth in Offer Notice does not accurately reflect the fair market rate for the Offer Space, Tenant shall have the right to provide Landlord with an Offer Notice of Exercise that is specifically conditioned upon Landlord’s and Tenant’s agreement on which Sublandlord is willing the fair market rate for the Offer Space. In such event, for a period of fifteen (15) days after the date of Tenant’s Offer Notice of Exercise, Landlord and Tenant shall work together in good faith to lease such Expansion determine the fair market rate for the Offer Space. If SubtenantLandlord and Tenant fail to agree upon the fair market rate within such fifteen (15) day period, Tenant, by written notice to Landlord (the “Arbitration Notice”) within five (5) days after the expiration of such fifteen (15) day period, shall have the right to have the fair market rate determined in accordance with the following procedures. If Tenant fails to exercise its right to arbitrate, Tenant’s Right of First Offer shall be deemed to be null and void and of no further force and effect. (c) If Tenant provides Landlord with an Arbitration Notice, Landlord and Tenant, within ten (10) business days after receipt the date of Sublandlord's written notice indicates the Arbitration Notice, shall each simultaneously submit to the other, in writing a sealed envelope, its agreement good faith estimate of the fair market rate for the Offer Space (collectively referred to lease as the Expansion Space on “Estimates”) and shall each select an appraiser or broker (hereinafter, an “appraiser”) to determine which of the terms stated in Sublandlord's notice, then Sublandlord two Estimates most closely reflects the fair market rate for the Offer Space. Each appraiser so selected shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does have not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said less than ten (10) business day periodyears’ experience in the field of commercial real estate appraisal and/or brokerage. Upon selection, then Sublandlord thereafter Landlord’s and Tenant’s appraisers shall have work together in good faith to agree upon which of the right to sublease two Estimates most closely reflects the fair market rate for the Offer Space. The Estimate chosen by such Expansion Space to a third party appraisers shall be binding on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially both Landlord and Tenant as the same as those offered to SubtenantBase Rent for the Offer Space. If Sublandlord does either Landlord or Tenant fails to appoint an appraiser within the ten (10) day period referred to above, the appraiser appointed by the other party shall be the sole appraiser for the purposes hereof. If the two appraisers cannot lease such Expansion Space agree upon which of the two Estimates most closely reflects the fair market rate within one hundred twenty thirty (12030) days after their appointment, then, within ten (10) days after the expiration of said ten such thirty (1030) business day period, or if Sublandlord desires to sublease the 32036/00600/DOCS/4144422.1 two appraisers shall select a third appraiser meeting the aforementioned criteria. Once the third appraiser (i.e. arbitrator) has been selected as provided for above, then, as soon thereafter as practicable but in any case within fourteen (14) days, the arbitrator shall make his determination of which of the two Estimates most closely reflects the fair market rate and such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction Estimate shall be deemed a new determination binding on both Landlord and Tenant as the Base Rent for the Offer Space. The parties shall share equally in the costs of the arbitrator. Any fees of any appraiser, counsel or experts engaged directly by Landlord or Tenant shall be borne by the party retaining such appraiser, counsel or expert. (d) The Offer Space leased by Tenant hereunder shall be accepted by Tenant in the condition and as-built configuration existing on the earlier of the date Tenant takes possession of the Offer Space or the date the term for such Offer Space commences, unless the Offer Notice specifies work to be performed by Landlord in the Offer Space, in which case Landlord shall perform such work in the Offer Space as and when set forth in the Offer Notice. If Landlord is delayed in delivering possession of the Offer Space due to the holdover or unlawful possession of such space by any party, Landlord shall use reasonable efforts to obtain possession of the space, and the commencement of the term for the Offer Space shall be postponed until the date Landlord delivers possession of the Offer Space to Tenant free from occupancy by any party in the condition set forth in the Offer Notice. (e) The rights of Tenant hereunder with respect to the Offer Space shall terminate on the earlier to occur of (i) the expiration of the Term of the Lease, as extended hereby; (ii) Tenant’s failure to exercise its Right of First Offer within the fifteen (15) day period provided in paragraph (a) above; and (iii) the date Landlord was required to deliver to Tenant an Offer Notice if Tenant had not been in violation of one or more of the conditions set forth in paragraph (a) above. (f) If Tenant elects to lease the Expansion Offer Space, Landlord and Tenant shall enter into an amendment (the “Offer Amendment”) adding the Offer Space to the Premises on the terms set forth in the Offer Notice and reflecting the provisions changes in the Base Rent, Tenant’s Pro Rata Share, square footage of this the Premises, and other appropriate terms; provided that an otherwise valid exercise of the Right of First Offer shall be fully effective whether or not the Offer Amendment is executed. Notwithstanding the foregoing, with respect to Suite 220 only, if (i) Tenant was entitled to exercise its Right of First Offer, but failed to provide Landlord with an Office Notice of Exercise within the fifteen (15) day period provided in paragraph (a) above, and (ii) Landlord does not enter into a lease for Suite 220 and is not in negotiations with a third party for the lease of Suite 220 on the date that is one hundred eighty (180) days after Landlord’s delivery of the Offer Notice, Tenant shall once again have a Right of First Offer with respect to Suite 220. (g) Notwithstanding anything herein to the contrary, Tenant’s Right of First Offer is subject and subordinate to (i) the renewal and/or expansion rights of any tenant leasing all or any portion of the Offer Space, and (ii) the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant of the Building existing on the date hereof. (h) Tenant acknowledges that the terms of any Offer Notice delivered by Landlord are confidential and that the disclosure of such terms to third parties will cause Landlord immediate 32036/00600/DOCS/4144422.1 and irreparable harm. Consequently, Tenant agrees not to discuss, communicate or transmit such terms to any third parties, except that Tenant may disclose the terms of any Offer Notice to its employees, contractors, agents, representatives and consultants who need to know such terms, or as may be applicablerequired by law or pursuant to an order of a court of competent jurisdiction. Tenant shall take all reasonable action to prevent the unauthorized use by or disclosure of such terms to third parties except as otherwise provided herein. Tenant shall also advise its employees, contractors, agents, representatives and consultants who may have knowledge of the terms of any Offer Notice that said terms are deemed confidential and privileged.

Right of First Offer. Provided that no Event of Default has occurred, during the Term, Tenant is granted an ongoing right of first offer (the “Right of First Offer”) to lease any vacant space which consists of more than 5,000 square feet on the third floor of Building #1, as identified in Exhibit A-3 (the “Offer Premises”) subject to the following terms and conditions: (i) If Sublandlord determines to sublease and when all or any -------------------- part portion of the Master Offer Premises other than becomes available and Landlord is prepared to lease all or any portion of the Subleased Offer Premises, the Landlord shall give notice to the Tenant (the “Availability Notice”). Any such Availability Notice shall set forth the portion of the Offer Premises being offered for lease (each such space an "Expansion the “ROFO Space"”), then Sublandlord the terms for which the ROFO Space may be leased (subject to subsections (a) through (c) below, as applicable), and the approximate date on which the ROFO Space is expected to be available for delivery to Tenant (the “Date of Availability”). Any other reasonable terms and conditions which Landlord shall notify Subtenant require in connection with the ROFO Space shall be set forth in the Availability Notice. (a) In the event the date Tenant is to take possession and commence paying Rent on the ROFO Space is during Lease Year 1 or Lease Year 2, the ROFO Space shall be leased to Tenant on the same material terms and conditions as the Premises for the period commencing on the date possession of the terms ROFO Space is delivered to Tenant, including (i) the Base Rent for the ROFO Space shall be at the same “per square foot” rate as the Premises; (ii) the Base Year for the ROFO Space shall be as provided in FUNDAMENTAL LEASE PROVISIONS; (iii) the Tenant Allowance (per rentable square foot) shall be allocated for alterations to the ROFO Space on which Sublandlord is willing a per square foot basis; and (iv) the Expiration Date for the Premises shall also apply to lease such Expansion the ROFO Space. Any additional provisions particular to the ROFO Space shall be as set forth in the Availability Notice. (b) In the event the Date of Availability is after the expiration of Lease Year 2, the terms and conditions for the lease of the ROFO Space shall be as set forth in the Availability Notice, provided that, (i) the Base Year for the ROFO Space (only) shall be the calendar year in which the Date of Availability occurs; and (ii) the Expiration Date for the Premises shall also apply to the ROFO Space. (c) Tenant shall only have the right to exercise the Right of First Offer if the Term shall have at least five (5) years remaining as of the Date of Availability, or if the Date of Availability shall occur during the last five (5) years of the Term of this Lease, Tenant must concurrently exercise any remaining Renewal Option to extend the Term in accordance with Paragraph R-1 of the Lease Rider concurrent with Tenant’s exercise of its Right of First Offer. (ii) If Subtenant, within ten (10) business days after ▇▇▇▇▇▇’s receipt of Sublandlord's the Availability Notice, Tenant either: (i) delivers written notice indicates in writing of rejection of the Right of First Offer to Landlord; or (ii) fails to deliver notice to Landlord of its exercise of the Right of First Offer (the “Exercise Notice”), ▇▇▇▇▇▇’s Right of First Offer will conclusively be deemed to be waived with respect to the specific Availability Notice, and Landlord may, for a period of twelve (12) months, freely market the ROFO Space (the “Free Marketing Period”) and enter into a lease or occupancy agreement to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's noticewith a third party. If Subtenant Landlord does not indicate enter into a lease agreement (or is not otherwise actively negotiating a lease document, in writing its agreement good faith) for the ROFO Space prior to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten the Free Marketing Period, then Tenant’s Right of First Offer shall once again apply for the ROFO Space, and the foregoing process shall repeat, as applicable, throughout the Term. By way of clarification, the Free Marketing Period does not apply to the Right of First Refusal set forth in paragraph (10B) business day periodbelow. (iii) In the event Tenant exercises the Right of First Offer for the ROFO Space, or if Sublandlord desires the Parties shall negotiate in good faith an amendment to sublease such Expansion the Lease setting forth the terms and conditions of Tenant’s lease of the ROFO Space on economic terms which are not substantially as provided in the same as those offered to SubtenantAvailability Notice, any further transaction and the ROFO Space shall be deemed a new determination by Landlord part of the Premises for all purposes and subject to lease the Expansion Space all other terms and the provisions conditions of this paragraph shall again be applicableLease, including readjustment of Tenant’s Proportionate Share.

Right of First Offer. If Subtenant and Sublandlord determines to sublease any -------------------- part hereby acknowledge and agree that the right of first offer set forth in Article 16 of the Master Premises Original Sublease, Section 5 of the First Amendment, Section 5 of the Second Amendment, Section 7 and Exhibit D of the Third Amendment, and Section 8 of the Fourth Amendment (captioned “Right of First Offer”) is hereby deleted and has no further force or effect. Subject to then-existing renewal or expansion options of other subtenants, and provided no default by Subtenant exists, Sublandlord shall, before offering the same to any party (other than the Subleased then-current subtenant therein), first offer to lease to Subtenant the space commonly known as Suite 200, which space contains approximately 33,237 square feet of space, is located on the second floor of the Building (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the lease terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (each such space an "Expansion Space"the “Offer Notice”), then . Sublandlord shall use good faith in determining the rent amount for the Offer Space. The Offer Notice shall be substantially similar to the Offer Notice attached to the Original Sublease as Exhibit E. Subtenant shall notify Sublandlord in writing whether Subtenant of elects to lease the entire Offer Space on the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenantset forth in the Offer Notice, within ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement Sublandlord delivers to Subtenant the Offer Notice. If Subtenant timely elects to lease the Expansion Offer Space, then Sublandlord and Subtenant shall execute an amendment to this Sublease, effective as of the date the Offer Space is to be included in the Premises, on the terms stated set forth in the Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of the Sublease; however, Subtenant shall accept the Offer Space in an “AS-IS” condition. Notwithstanding the foregoing, if before Sublandlord's notice, then Sublandlord shall sublease ’s delivery to Subtenant of the Offer Notice, Sublandlord has received an offer to lease all or part of the Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Offer Space, Subtenant shall sublease from Sublandlord must exercise its rights hereunder, if at all, as to all of the Expansion Space on space contained in the terms stated in Sublandlord's noticeThird Party Offer. If Subtenant does fails or is unable to timely exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood that Subtenant’s right of first offer hereunder is a one-time right only with respect to each Offer Space), and Sublandlord may lease all or a portion of the Offer Space to third parties on such terms as Sublandlord may elect. Subtenant may not indicate in writing exercise its agreement rights under this Section 7 if a default exists or Subtenant is not then occupying the entire Premises. For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease such Expansion Space on some of the terms contained in Sublandlord's notice within said ten (10) business day periodremaining portion of the Offer Space, then Sublandlord such remaining portion of the Offer Space shall thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and excluded from the provisions of this paragraph Sublease. In no event shall again Sublandlord be applicableobligated to pay a commission with respect to any space leased by Subtenant under this Section 7, and Subtenant and Sublandlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Subtenant’s rights under this Section 7 shall terminate if (a) this Sublease or Subtenant’s right to possession of the Premises is terminated, (b) Subtenant assigns any of its interest in this Sublease or sublets any portion of the Premises, or (c) less than two full calendar years remain in the initial Term of this Sublease.

Right of First Offer. If Sublandlord determines to sublease any -------------------- part The Right of First Offer set forth in Section XLVIII of the Master Lease is hereby deleted and replaced with the following: “Provided that as of the date of the giving of the ROFO Notice (as defined below), Tenant actually occupies all of the Premises originally demised under this Lease and any space added to the Premises, and no Event of Default exists or would exist but for the passage of time in the giving of notice, or both, if at any time during the Term any lease for any space contiguous to the Premises and shown on Exhibit A attached hereto as the “ROFO Premises” (the “Offered Space”) expires, then Landlord, before offering such Offered Space to anyone, other than the Subleased Premises (each tenant then occupying such space an "Expansion Space"(or its affiliates), then Sublandlord shall notify Subtenant of will offer to Tenant the right to include the Offered Space within the Premises on the same terms and conditions upon which Landlord intends to offer the Offered Space for lease. Such offer will be made by Landlord to Tenant in a written notice (the “First Offer Notice”), which offer will designate the space being offered and specify the terms on which Sublandlord is willing Landlord intends to lease such Expansion offer with respect to the Offered Space. If Subtenant, Tenant may accept the offer set forth in the First Offer Notice by delivering to Landlord an unconditional acceptance (“Tenant’s Notice”) of such offer within ten (10) business days after receipt delivery by Landlord of Sublandlord's written notice indicates the First Offer Notice to Tenant. Time will be of the essence with respect to the giving of Tenant’s Notice. If Tenant does not accept (or fails to timely accept) an offer made by Lessor in writing the First Offer Notice, Landlord will be under no further obligation with respect to such space. Tenant must accept all Offered Space offered by Landlord at any one time if it desires to accept any of such Offered Space and may not exercise its agreement right with respect to only part of such space. If the term offered for leasing the Offered Space extends beyond the expiration date of the Lease Term, then Tenant shall in Tenant’s Notice elect either to (i) extend the expiration date for the entire leased premises shall be extended such that the terms for Tenant’s leasing of the existing Premises under the Lease will be coterminous with the term for Tenant’s leasing of the Offered Space or (ii) lease the Offered Space for the offered term, and at the expiration of the term for the existing Premises (x) perform, at its sole cost and expense, all work necessary to separately demise the existing Premises from the Offered Space, as shown on Exhibit A attached hereto (including, without limitation, constructing a demising wall and separating all utilities and systems serving the existing Premises and the Offered Space in common (including, without limitation, the fire safety and the heating, ventilation and air conditioning systems), in accordance with plans and specifications approved by Landlord and the terms and conditions of the Lease) and (y) continue to lease the Expansion Offered Space on subject to the terms stated in Sublandlord's noticeand conditions of the Lease, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on as modified by the terms stated in Sublandlord's noticeand conditions of the First Offer Notice. In addition, if Landlord desires to lease more than just the Offered Space to one tenant, Landlord may offer to Tenant pursuant to the terms hereof all such space which Landlord desires to lease, and Tenant must exercise its rights hereunder with respect to all such space and may not insist on receiving an offer for just the Offered Space. If Subtenant does not indicate in writing its agreement Tenant at any time declines any Offered Space offered by Landlord, Tenant will be deemed to have irrevocably waived all further rights with respect to the Offered Space, and Landlord will be free to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Offered Space to a third party parties including on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as may be more or less favorable to Landlord than those offered to SubtenantTenant. If Sublandlord does not lease In such Expansion Space within one hundred twenty (120) days after event, upon Landlord’s request, Tenant will execute a release evidencing its waiver of such rights with respect to the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicableOffered Space.”

Right of First Offer. If Sublandlord determines to sublease any -------------------- part Provided that (i) Tenant is not in default under this Lease on the date of the Master Premises other than availability of the Subleased Premises Additional Space (each such hereinafter defined) and (ii) this Lease is otherwise in full force and effect, Tenant shall have a right of first offer to lease any space an as it may become available for lease within the third floor of the Building ("Expansion Additional Space"). If the Landlord has "Additional Space" available, then Sublandlord Landlord shall notify Subtenant of send written notice to Tenant identifying the Additional Space and setting its proposed financial terms on which Sublandlord is willing to lease for renting such Expansion "Additional Space". If Subtenant, within ten Within Ten (10) business days after receipt of SublandlordLandlord's notice of availability of the "Additional Space", Tenant shall reply by written notice indicates in writing its agreement either (i) accepting the "Additional Space" under the terms of this Lease, as amended to reflect an adjustment to the Minimum Annual Rent and Tenant's Proportionate Share of additional rent, ii) rejecting the offer to rent the Additional Space on the offered terms, or (iii) offering to lease the Expansion Space "additional Space" on terms and conditions as proposed in written proposal submitted to the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's noticeLandlord. If Subtenant the Tenant does not indicate (i) affirmatively accept the Additional Space in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have days of receipt of Landlord's notice; or (ii) sign the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlordlease amendment within twenty (20) days of receipt of Landlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction Landlord shall be deemed a new determination by Landlord permitted to lease treat the Expansion foregoing as rejection of the Additional Space. Notwithstanding the foregoing, if Tenant fails to respond to any writing as detailed in this Paragraph 36 Tenant then acknowledges that it has been offered the Additional Space and rejected it and Landlord shall not be required to offer it to Tenant again unless Landlord leases the provisions of this paragraph shall again be applicablespace to a tenant and it is subsequently vacated.

Right of First Offer. If Sublandlord determines The Tenant shall have the right during the initial Term only, to sublease any -------------------- part lease additional vacant space on the immediately adjacent floor(s) of the Master Premises other than Building (the Subleased Premises (each such space an "Expansion Additional Space"), then Sublandlord shall notify Subtenant upon the following terms and conditions: (a) the Tenant's rights under this provision arise only following the expiry or termination of the initial lease of any Additional Space and are subject to the prior rights (including without limitation renewal or extension rights) available to the tenant of any such Additional Space pursuant to such initial leasing; (b) the Tenant shall not have any such right if, at the time the Landlord is obligated to give notice to the Tenant as hereafter provided, the Tenant is in material default under this Lease or has been in default under this Lease on a consistent basis; (c) the Tenant's rights under this provision are personal to the Tenant, while in occupation of all or substantially all of the Premises; (d) if any such Additional Space becomes available, the Landlord shall give notice to the Tenant offering such Additional Space for lease on the terms on which Sublandlord is willing and conditions contained in such notice; (e) such offer from the Landlord to lease such Expansion Space. If Subtenant, the Tenant shall be open for acceptance by the Tenant by notice given to the Landlord within ten (10) business days Business Days after receipt of Sublandlord's written notice indicates in writing its agreement such offer by the Tenant; (f) if the Tenant accepts the offer as aforesaid, the Landlord and the Tenant shall amend this Lease so as to lease incorporate therein the Expansion Additional Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms conditions contained in Sublandlordthe Landlord's offer; and (g) if the Tenant fails to accept the offer as aforesaid as to any Additional Space in respect of which it has received the Landlord's notice within said ten under paragraph (10) business day periodd), then Sublandlord thereafter the Tenant's rights under this section in respect of such Additional Space shall cease and this section shall cease to have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction force or effect whatsoever with respect to such Additional Space, but this section shall be deemed a new determination by Landlord continue to lease the Expansion Space and the provisions apply in respect of this paragraph shall again be applicableother Additional Space.

Right of First Offer. So long as no Event of Default then exists under this Lease, Tenant will have the first right (“First Right”) to be offered by Landlord the opportunity to lease all remaining space (other than the Premises) within the Building (the “First Right Space”). The First Right is subject to the terms and conditions set forth in this Section 38, and is further subject to any prior rights to such space granted to any other tenants in the Building. If Sublandlord determines at any time after the Commencement Date while this First Right is in effect Landlord intends to sublease lease all or any -------------------- part of the Master Premises other than the Subleased Premises (each such space an "Expansion First Right Space"), then Sublandlord shall Landlord will first notify Subtenant Tenant that such First Right Space is available for lease (the “Available Space”). Tenant must notify Landlord in writing within five (5) days of receiving Landlord’s notice whether Tenant desires to lease the Available Space from Landlord. If Tenant notifies Landlord that Tenant does not desire to lease the Available Space, or if Tenant does not respond in writing to Landlord’s notice within such five (5) day period, then Landlord may freely lease the Available Space without restriction. If Tenant notifies Landlord in writing within such five (5) day period that Tenant desires to lease the Available Space, the parties will thereafter negotiate for Tenant’s lease of the terms on which Sublandlord is willing to lease such Expansion SpaceAvailable Space from Landlord. If Subtenant, Landlord and Tenant fail to mutually agree upon the terms of Tenant’s lease of the Available Space and to execute a written amendment to this Lease within ten (10) business days after receipt of Sublandlord's written Tenant delivers Tenant’s offer notice indicates in writing its agreement to lease the Expansion Space on the terms stated in Sublandlord's noticeLandlord, then Sublandlord Landlord’s obligations under this Section 38 shall sublease to Subtenant automatically terminate and Subtenant shall sublease from Sublandlord be of no further force or effect at the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease end of such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right . The purpose of this Section 38 is to sublease such Expansion Space provide notice to Tenant so that Tenant may be in a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered position to Subtenant. If Sublandlord does not offer to lease such Expansion Space within one hundred twenty (120) days after space on a competitive basis with others, and, notwithstanding anything to the expiration of said ten (10) business day periodcontrary contained in this Section 38, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction nothing in this Section 38 shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions be an option or right of this paragraph shall again be applicablefirst refusal.

Right of First Offer. If Sublandlord determines Provided this Sublease is then in full force and effect and Subtenant is in full compliance with the terms and conditions of this Sublease, and there is no further sublease of any portion of the Subleased Premises or assignment of any of Subtenant's interest in the Sublease, Subtenant shall have a right of first offer on the Master Premises, on the following terms and conditions: Sublandlord, or Sublandlord's agent, shall give notice to sublease any -------------------- part Subtenant of Sublandlord's desire to lease the remaining portion of the Master Premises other than the Subleased Premises or any portion thereof (each such space an "Expansion Remaining Space") to a third-party. Sublandlord, or its agent, shall furnish to Subtenant a copy of any sublease proposals sent to prospective subtenants for the Remaining Space ("Sublandlord's Notice"), then Sublandlord . The Sublandlord's Notice shall notify Subtenant be a copy of the terms on which Sublandlord is willing to lease such Expansion Spacesublease proposal containing the basic deal terms, however, any information identifying the prospective subtenant will be redacted. If Subtenant, within ten Subtenant shall have five (105) business days after receipt of Sublandlord's written notice indicates Notice to respond as to whether or not Subtenant desires to lease such Remaining Space on the same terms as set forth in writing its agreement Sublandlord's Notice. If Subtenant elects not to lease the Expansion Remaining Space on or fails to respond within the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten five (105) business day period, then Sublandlord thereafter the Subtenant shall have the no further right to sublease such Expansion lease the Remaining Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If unless Sublandlord does not lease the Remaining Space to such Expansion Space within one hundred twenty prospective subtenant(s). The Rent for the Remaining space shall commence on the earlier to occur of (120i) days the commencement date contained in Sublandlord's Notice or (ii) the date the Subtenant first occupies the Remaining Space. Except as expressly set forth to the contrary herein, all other terms and conditions of this Lease shall apply to the Remaining Space, and from and after the expiration of said ten (10) business day perioddate Subtenant elects to lease the Remaining Space, or if Sublandlord desires to sublease such Expansion the Remaining Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be and shall be deemed to be a new determination by Landlord to lease part of the Expansion Space and the provisions of this paragraph shall again be applicableSubleased Premises.

Right of First Offer. If Sublandlord determines Additional Contiguous Space. When the 39,889 square foot contiguous space to sublease any -------------------- part of the Master Premises other than Premises, shown as "Additional Space" on Exhibit "F" (the Subleased Premises (each such space an "Expansion Additional Space"), becomes vacant, and provided that Landlord has not given Tenant notice of default more than two (2) times during the immediately preceding twelve (12) months, that there then Sublandlord exists no event of default by Tenant under this lease nor any event that with the giving of notice and/or the passage of time would constitute a default, and that Tenant is the sole occupant of the Premises, Tenant shall have the right of first offer to lease all of the Additional Space, subject to the following: (a) Landlord shall notify Subtenant Tenant when the Additional Space becomes vacant and Tenant shall have seven (7) days following receipt of such notice within which to notify Landlord in writing that Tenant is interested in negotiating terms for leasing such Additional Space and to have its offer considered by Landlord prior to the leasing by Landlord of the terms on which Sublandlord is willing Additional Space to lease such Expansion Spacea third party. If SubtenantTenant notifies Landlord within such time period that Tenant is so interested, within ten (10) business then Landlord and Tenant shall have 30 days after following Landlord's receipt of Sublandlord's written such notice indicates from Tenant within which to negotiate mutually satisfactory terms for the leasing of the Additional Space by Tenant and to execute an amendment to this lease incorporating such terms or a new lease for the Additional Space. (b) If Tenant does not notify Landlord within such 7 days of its interest in writing its agreement leasing the Additional Space or if Tenant does not execute such amendment or lease within such 30 days, if applicable, then this right of first offer to lease the Expansion Additional Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant will lapse and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter be of no further force or effect and Landlord shall have the right to sublease such Expansion lease all or part of the Additional Space to a third any other party at any time on substantially similar any terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered and conditions acceptable to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty Landlord. (120c) days after the expiration This right of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord first offer to lease the Expansion Additional Space is a one-time right if and when the provisions Additional Space first becomes available, is personal to Tenant and is non-transferable to any assignee or sublessee (regardless of this paragraph shall again be applicablewhether any such assignment or sublease was made with or without Landlord's consent) or other party.

Right of First Offer. If Sublandlord determines (a) Landlord hereby grants to sublease any -------------------- part Tenant the option to lease, upon the terms and conditions hereinafter set forth, but subject to the existing rights (as of the Master Premises date of this Lease) of any current tenants of the Building and (for so long as it is owned by Landlord or an affiliated entity) the neighboring building located at ▇▇▇-▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (“Washington Street Building”) and subject to Landlord’s right to renew or extend the term of the lease of the then-current tenant or occupant of the Offer Space (hereinafter defined), such portions of the rentable area of the Building or Washington Street Building (the “Offer Space”) which become available for leasing (as determined in accordance with subparagraph (b) below) during the Offer Period (hereinafter defined), prior to entering into a lease for such space with another party. For purposes of this Section 38, “Landlord” shall also include the owner(s) of the Washington Street Building. (b) The Offer Space shall be deemed to be “available for leasing” when Landlord is prepared to offer to lease such space to parties other than the Subleased Premises (each then-current tenant or occupant of such space an "Expansion Space"), then Sublandlord shall notify Subtenant Offer Space and other than current tenants of the terms on which Sublandlord is willing Building or Washington Street Building with existing rights (as of the date of this Lease) to lease such Expansion Space. If Subtenantspace. (c) Prior to Landlord’s marketing of any portion of the Offer Space which is available for leasing during the Offer Period, within Landlord shall give Tenant a written notice (the “Offer Notice”) setting forth (i) the location, (ii) the rentable area, (iii) the rental rate; (iv) the term (which, if shorter than the Term then in effect, shall require extension of the Term hereunder to cause the terms for the Premises and Offer Space to be coterminous); (iv) all other material economic terms; and (v) the availability date (the “Offer Space Commencement Date”). (d) Tenant’s right to lease the Offer Space shall be exercisable by written notice (the “Acceptance Notice”) from Tenant to Landlord delivered not later than ten (10) business days after receipt the Offer Notice is delivered to Tenant, time being of Sublandlord's written notice indicates the essence. Tenant may not elect to lease less than the entire portion of Offer Space described in writing its agreement an Offer Notice. If Tenant does not exercise such right to lease the Expansion Space on the terms stated in Sublandlord's noticeOffer Space, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter Landlord shall have the right to sublease lease such Expansion Space space to another prospective tenant for a third party on substantially similar terms stated in Sublandlord's notice, net effective rental rate which economic terms are substantially is not less than ninety percent (90%) of the same as those Net Effective Rental Rate (hereinafter defined) offered to SubtenantTenant in the related Offer Notice. If Sublandlord does not Landlord desires to lease such Expansion Space within one hundred twenty space at a Net Effective Rental Rate less than ninety percent (12090%) days after of the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those rental rate offered to SubtenantTenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph then such space shall again be applicableoffered to Tenant by a new Offer Notice hereunder on such lower rent terms. If Tenant has validly exercised its option pursuant to this Section, then such Offer Space which Tenant has elected to lease shall be included in the Premises, subject to all the agreements, terms and conditions of the Lease as modified by the terms set forth in the applicable Offer Notice. As used herein, the term “Net Effective Rental Rate” shall mean the net rental rate payable to Landlord under a lease net of all tenant inducements (e.g., tenant improvement allowances, rental abatements, moving allowances), with the cost of such tenant inducements, together with interest thereon at a rate of ten percent (10%) per annum, amortized over the term of such lease on a straight line basis.

Right of First Offer. If Sublandlord determines to sublease any -------------------- part (a) Provided that (i) Tenant is not in default under the terms of this Lease, and (ii) Tenant is in actual occupancy of 70% or more of the Master Premises other than Premises, Tenant shall have a continuing right of first offer to lease any space from time to time made available in the Subleased Premises Building by Landlord which space is located on the First (each 1st ) Floor, the Second (2nd) Floor, the Third (3rd) Floor or the Fourth (4th) Floor of the Building (the “Offer Space”) as provided below. At any time that Landlord shall determine that such space an "Expansion Space")Offer Space or portion thereof is to be available for lease, then Sublandlord Landlord shall notify Subtenant advise Tenant (the “Advice”) of the terms on which Sublandlord is willing availability of such portion of the Offer Space to Tenant for the remainder of the Term of this Lease and any extensions at a Base Rent equal to the then Market Rate (hereinafter defined) for such Offer Space. Tenant may lease such Expansion Space. If SubtenantOffer Space or portion thereof as set forth in the Advice in its entirety only, under such terms, by delivering written notice of exercise to Landlord (“Notice of Exercise”) within ten (10) business DOCPROPERTY "DocID" \* MERGEFORMAT days after the date of receipt of Sublandlord's written the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if Tenant is in default beyond applicable cure periods after notice indicates under the Lease at the time of Tenant’s Notice of Exercise. (i) The term for the applicable Offer Space shall commence upon the later of ninety (90) days after the date Tenant gives its Notice of Exercise and the commencement date stated in writing its agreement the Advice and thereupon such Offer Space shall be considered a part of the Premises, provided that, except for Base Rent for the Offer Space, all of the terms and conditions of this Lease shall apply to lease the Expansion Offer Space. (ii) Notwithstanding the foregoing, in the event that (A) Tenant’s Notice of Exercise shall have been delivered within the first twenty four (24) months of the Term of this Lease, and (B) the applicable Offer Space is not Lab Space (as defined above), the Base Rent and any Additional Rent shall be at the same rates and on the same terms stated in Sublandlord's noticeas the Base Rent and Additional Rent for the original Premises, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space but pro-rated based on the terms stated size of the applicable Offer Space and the number of full calendar months remaining in Sublandlord's noticeTerm as of the date Rent commences with respect to the Offer Space. If Subtenant does not indicate the applicable Offer Space is Lab Space the Base Rent and any Additional Rent shall be the Market Rate for Lab Space. (iii) The applicable Offer Space (including improvements) shall be accepted by Tenant in writing its agreement to lease such Expansion Space condition and as-built configuration existing on the terms contained date Tenant gives its Notice of Exercise, unless the Advice specifies any work to be performed by Landlord in Sublandlordthe Offer Space, in which case Landlord shall perform such work in the Offer Space and the commencement date for the Offer Space shall not be deemed to have occurred until such work is substantially complete. (c) The rights of Tenant hereunder with respect to such Offer Space described in the applicable Advice shall terminate on Tenant's notice failure to exercise its Right of First Offer within said the ten (10) business day periodperiod provided above. (d) For purposes hereof, the Market Rate shall mean the then Sublandlord thereafter shall have annual rental rate per square foot as determined by Landlord and as set forth by Landlord in the Advice, for space comparable to the Offer Space in the Building and other buildings comparable to the Building. (e) Notwithstanding anything herein to the contrary, ▇▇▇▇▇▇'s Right of First Offer is subject and subordinate to the any existing expansion rights (whether such rights are designated as a right or first offer, right of first refusal, expansion option or otherwise) of any tenant of the Property under its lease as existing on the date hereof, and to the right of Landlord to sublease renew or to extend the lease of any tenant then already in occupancy whether or not pursuant to an existing right of extension. (f) Notwithstanding anything herein to the contrary, if Tenant does not timely give a Notice of Exercise with respect to any Offer Space or Tenant declines to exercise its option to lease the Offer Space, Landlord shall not lease any of such Expansion Offer Space without again giving Tenant an Advice and its first offer rights under this section if Landlord has not entered into a binding and effective lease of the entire Offer Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space single tenant within one hundred twenty twelve (12012) days months after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicable.Advice. -55- DOCPROPERTY "DocID" \* MERGEFORMAT

Right of First Offer. Provided that both on the date of Tenant’s exercise of its option in regard hereto, and on the date upon which such space is to be occupied by Tenant hereunder, (i) the Lease is in full force and effect, (ii) Tenant is not then in material default under the Lease after applicable notice and cure periods have expired, Tenant shall have the right, upon the conditions, and subject to the terms, set forth herein, to lease additional office space which may be available for leasing (as hereinafter defined) at the Project (the “Offer Space”). If Sublandlord determines any such Offer Space is available for leasing, the Landlord shall provide the Tenant with written notice (the “Landlord’s Offer Notice”), which notice shall describe the Offer Space expected to sublease any -------------------- part become available for occupancy by Tenant, the time of its availability and all of the Master Premises other than terms, covenants, and conditions of such lease of the Subleased Premises (each Offer Space, including the amount of the rent for such space an "Expansion Offer Space"). In the event that Tenant desires to lease any such Offer Space, then Sublandlord Tenant shall notify Subtenant Landlord in writing within fifteen (15) business days following its receipt of the terms on which Sublandlord is willing Landlord’s Offer Notice of Tenant’s desire to lease such Expansion SpaceOffer Space (the “Tenant’s Response Notice”). If SubtenantTime shall be of the essence with respect to the giving of any Tenant’s Response Notice. Tenant’s failure to timely deliver a Tenant’s Response Notice to Landlord shall be deemed a decision not to exercise, within and also to waive, Tenant’s right to exercise such option with respect to such Offer Space but only for the occasion identified in such Landlord’s Offer Notice. Within ten (10) business days after of Landlord’s receipt of Sublandlord's Tenant’s written notice, Landlord shall deliver to Tenant written notice indicates in writing its agreement confirming receipt of Tenant’s notice with respect to such Offer Space. If, pursuant to the Tenant’s Response Notice, Tenant elects to lease the Expansion Offer Space, then and in such event, Landlord and Tenant shall enter into an amendment to this Lease, within thirty (30) days following the date of the Tenant’s Response Notice for the lease of such Offer Space. This amendment, among other terms, covenants and conditions therein contained, shall provide for the Offer Space to be incorporated into the Premises and the Base Rent (which shall be at the rate set forth in Landlord’s Offer Notice) and Tenant’s Proportionate Share shall be modified to reflect the inclusion of the Offer Space. In addition, Tenant’s options to renew the Term of this Lease shall apply to the Offer Space. If Landlord is unable to give possession of any Offer Space to Tenant because of the holding over or retention of possession thereof by any tenant, subtenant or other occupant or for any other reason, Landlord shall not be subject to any liability for failure to give possession and the validity of this Lease shall not be impaired under such circumstances, but in no event shall Tenant be obligated to pay rent on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord Offer Space until the Expansion Space on the terms stated in Sublandlord's noticeLandlord delivers possession thereof. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the The provisions of this paragraph shall again survive the entry into by Landlord and Tenant of an amendment to the Lease which pertains to the subject portion of the Offer Space. As used herein, the term “available for leasing” shall mean office space which is under development by Landlord at the Project and is or is reasonably expected to be applicableavailable for leasing to tenants. In no event will Landlord provide an Offer Notice earlier than eight (8) months prior to the expected date of delivery of the certificate of occupancy for any Offer Space, except that in the case of a newly developed building at the Project which constitutes the Offer Space, in no event will Landlord provide an Offer Notice earlier than twenty-four (24) months prior to the expected date of the certificate of occupancy for such Offer Space. If Tenant fails to lease the Offer Space and Landlord leases such Offer Space to another tenant(s), such space shall be “available for leasing” if such space (i) has or is reasonably expected to become vacant, and (ii) is or is reasonably expected to be available for leasing to tenants.

Right of First Offer. If Subject to any rights of Prime Lessor under the Lease, Subtenant shall have a one time right of first offer (the “Right of First Offer”) to take over all of Sublandlord’s leasehold interest on the fourteenth floor in the Building should Sublandlord determines intend to sublease any -------------------- part vacate the space during the term of the Master Premises other than Lease. In such event, Sublandlord shall, prior to offering the Subleased Premises (each space to any third party but subject to any rights of Prime Lessor, give Subtenant written notice of the availability of such space (the “Availability Notice”). The Availability Notice shall set forth (a) the then fair market rental value at which Sublandlord would offer the space to a third party and (b) the estimated date at which such space will be available for occupancy by Subtenant. The Availability Notice shall constitute an "Expansion Space"), then offer by Sublandlord shall notify Subtenant to add the space to the Sublet Space for a term commencing on the later of the date set forth in the Availability Notice or the date possession of the space is actually delivered to Subtenant, and continuing for the balance of the term of the Lease on the terms on which Sublandlord is willing to and conditions of this Sublease at the fair market rental value for such space set forth in the Availability Notice. Subtenant may lease such Expansion Space. If Subtenantspace in its entirety only, under such terms, by delivering written notice of exercise to Sublandlord within ten fifteen (1015) business days after receipt of Sublandlord's written notice indicates in writing its agreement to lease the Expansion Space on the terms stated in Sublandlord's notice, then giving by Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord of the Expansion Space on the terms stated in Sublandlord's noticeAvailability Notice. If Subtenant does not indicate in writing its agreement shall fail to lease accept such Expansion Space on the terms contained in Sublandlord's notice within said ten office with such fifteen (1015) business day periodperiod for any reason, then time being of the essence, such offer by Sublandlord thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space rejected and the provisions rights granted Subtenant pursuant to this Article shall cease and terminate. Notwithstanding the foregoing, Subtenant shall have no such Right of First Offer and Sublandlord need not provide Subtenant with an Availability Notice if, as of the date Sublandlord would otherwise deliver the Availability Notice, (a) there shall then be a default under this Sublease; or (b) Subtenant is not occupying all of the Sublet Space, whether as a result of assignment of this paragraph Sublease, sublease by Subtenant of the Sublease Space, abandonment of the Sublease Space by Subtenant, or otherwise. Subtenant shall again be applicableaccept such space in its then condition and as-built configuration as of the date Tenant takes possession of the space. This Right of First Offer is personal to the named subtenant herein and shall terminate and become void in the event of any assignment of this Sublease by Subtenant.

Right of First Offer. If Sublandlord determines Landlord hereby grants to sublease any -------------------- Tenant a right of first offer to lease the remaining leasable space in the Building which is identified on Exhibit “G-1” attached hereto and made a part hereof (“Additional Space”) in accordance with the terms of this Exhibit “G”. At such time as Landlord desires to lease all or a portion of the Master Premises other than the Subleased Premises Additional Space to an unaffiliated third party (each such space an "Expansion Space"“Third Party”), then Sublandlord Landlord shall give Tenant written notice thereof (“Offer Notice”) and shall offer to lease to Tenant the Additional Space upon the terms and conditions stated in the Offer Notice. The Offer Notice shall specify the portion of the Additional Space subject to such offer, the rent to be paid for such Additional Space and the date on which the Additional Space in question shall be included in the Premises. Tenant shall notify Subtenant of the terms on which Sublandlord is willing Landlord in writing whether Tenant elects to lease all of such Expansion Additional Space. If Subtenant, at the rental rate and upon the other terms and conditions set forth in the Offer Notice, within ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement Landlord delivers the Offer Notice to Tenant. If Tenant timely elects to lease such Additional Space, then Landlord and Tenant shall execute an amendment to this Lease, effective as of the Expansion date such Additional Space is to be included in the Premises, providing for Tenant’s leasing of the Additional Space on the same terms stated and conditions as set forth in Sublandlord's noticethe Offer Notice. If Tenant fails or is unable to timely exercise its right hereunder, then Sublandlord such right shall sublease lapse, time being of the essence with respect to Subtenant the exercise thereof, and Subtenant shall sublease from Sublandlord Landlord may lease the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Additional Space to a third the Third Party or to any other party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic upon terms which are acceptable to Landlord. Tenant may not substantially exercise its rights under this Exhibit “G” if Tenant is in default hereunder or if Tenant is not then occupying the same as those offered entire Premises. Tenant’s rights under this Exhibit shall terminate if (a) this Lease or Tenant’s right to Subtenantpossession of the Premises is terminated or (b) Tenant assigns any of its interest in this Lease or sublets any portion of the Premises (other than to an Affiliate). THIS SUBORDINATION, any further transaction shall be deemed NON-DISTURBANCE AND ATTORNMENT AGREEMENT (this “Agreement”) is made by and between TEACHERS INSURANCE AND ANNUITY ASSOCIATION OF AMERICA, a new determination by Landlord to lease the Expansion Space New York corporation with offices at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (“Lender”) and the provisions , a [an] [individual] name of this paragraph shall again be applicablestate [corporation] [limited liability company] [general partnership] [limited partnership] [d/b/a ] with its principal place of business at (“Tenant”).

Right of First Offer. (a) If Sublandlord determines Technest desires to sublease sell any -------------------- equity securities for capital raising purposes (the “Proposed Financing”) within twelve months of the date of this Agreement (other than pursuant to its 2006 Stock Award Plan or in connection with lease financing, settlement of litigation, strategic transactions, mergers or acquisitions), Technest shall first deliver written notice of its desire to do so (the “Notice”) to Southridge, in the manner prescribed in Section 14 of this Agreement. The Notice shall describe in reasonable detail the proposed material terms of such Proposed Financing, the amount of proceeds intended to be raised thereunder and shall include a term sheet or similar document relating thereto as an attachment, if such document is available. (b) Southridge shall have the first option to purchase all or part of the Master Premises other than equity securities offered in the Subleased Premises (each such space an "Expansion Space"), then Sublandlord shall notify Subtenant of Proposed Financing for the consideration per share and on the terms on which Sublandlord is willing to lease and conditions specified in the Notice. Southridge must exercise such Expansion Space. If Subtenantoption, within ten no later than five (105) business days after receipt of Sublandlord's such Notice is deemed (the “Offer Period”) under Section 14 hereof to have been delivered to it, by written notice indicates in writing its agreement to lease the Expansion Space Chief Financial Officer of Technest. If Technest receives no notice from Southridge as of the close of business on the terms stated in Sublandlord's noticesuch fifth business day, then Sublandlord Southridge shall sublease be deemed to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant have notified Technest that it does not indicate exercise its option. (c) In the event that Southridge duly exercises its option to purchase all or part of the equity securities offered in writing its agreement to lease the Proposed Financing, the closing of such Expansion Space on purchase shall take place at the terms contained in Sublandlord's notice within said ten offices of Technest no later than the date thirty (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (12030) days after the expiration of said ten (10) business such 5-day period. (d) If Southridge does not exercise its option to purchase all or part of equity securities of the Proposed Financing within the Offer Period, then the option of Southridge to purchase the equity securities of the Proposed Financing, whether exercised or if Sublandlord desires not, shall terminate, with respect to sublease the particular Proposed Financing. In such Expansion Space case, the transaction contemplated by the Notice on economic terms which are not substantially materially the same as those offered to Subtenant, any further transaction terms shall be deemed consummated by Technest no later than 90 days after the expiration of the Offer Period. If the Proposed Financing is not consummated within 90 days after the expiration of the Offer Period, Technest shall provide Southridge a new determination by Landlord to lease second Notice of a Proposed Financing and again offer the Expansion Space and Proposed Financing within the provisions of this paragraph shall again be applicableperiods set forth above.

Right of First Offer. If Sublandlord determines to sublease Section 33.1 Landlord agrees that if at any -------------------- part time during the term of this Lease, as the same may be extended by agreement of the Master parties, Landlord shall desire to sell the Demised Premises, then in such event, before placing the same for sale on the open market, Landlord shall first offer the Demised Premises to Tenant by advising Tenant of the purchase price it wants for the Demised Premises and all other than relevant terms of such sale (the Subleased Premises (each such space an "Expansion SpaceTenant's Right of First Offer"). Tenant shall thereafter have a period of thirty (30) days to notify Landlord of its acceptance or rejection of such offer. Failure to respond within such thirty (30) day period shall conclusively be presumed to be a rejection of such offer. If Tenant accepts such offer, then Sublandlord the parties shall notify Subtenant close the purchase and sale transaction within sixty (60) days following the expiration of the terms on which Sublandlord is willing to lease such Expansion Spaceabove-mentioned thirty (30) day period. If SubtenantTenant shall reject such offer, within ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter Landlord shall have the right to sublease place the Demised Premises for sale on the open market and to sell the same at a price which is at least equal to the price set forth in Landlord's offer to Tenant and on terms which are no less onerous than the terms offered to Tenant. In the event that Landlord is unable to consummate a sale of the Demised Premises at such Expansion Space price and on such terms within six (6) months following the expiration of said above-mentioned thirty (30) day period, Tenant's Right of First Offer shall be reinstated on the same terms as set forth above. It is specifically conditioned and agreed that in the event of the sale of the Demised Premises to a third party on substantially similar pursuant to the terms stated in Sublandlordof this Article 33, the Tenant's noticeRight of First Offer shall lapse and shall not be binding upon such third party purchaser. It is also understood and agreed that Tenant's Right of First Offer shall not be applicable to any transfer of the Demised Premises which Landlord shall at any time elect to make to issue or other family members of the principals of the Landlord or to a trust or trusts established for such individuals for estate planning purposes; provided that, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph Tenant's Right of First Offer shall again be applicablebinding upon such a transferee.

Right of First Offer. If Sublandlord determines to sublease In the event any -------------------- part space becomes available on the third floor of the Master Premises other than Building during Tenant's lease term or any renewals thereof, either in the Subleased Premises initial instance or after an existing tenant vacates, Landlord shall provide written notice of same to Tenant. (each such space an a "Expansion SpaceLandlord's Notice"). Thereafter, then Sublandlord Tenant shall notify Subtenant have a period of the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenant, within ten five (105) business days after from the date of receipt of SublandlordLandlord's Notice to exercise its right of first offer (the "Tenant's Right of First Offer"). Tenant shall exercise it's the Tenant's Right of First Offer, if at all, by serving written notice indicates in writing its agreement to lease (a "Tenant Notice") upon the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice Landlord within said ten five (105) business day period. In the event Tenant timely provides Landlord a Tenant Notice advising Landlord of its intent to exercise Tenant's Right of First Offer, the parties shall immediately and timely enter into an appropriate modification to lease incorporating the terms of same. The parties agree that the lease modification, plans and mechanical drawings will be completed and approved by all parties not later than thirty (30) days from the date of the Tenant Notice. The terms of Tenant's Right of First Offer shall vary dependant upon the then Sublandlord thereafter remaining term of this Lease, but regardless of the then remaining term the rental provisions shall have be the right same as those that are in effect at the time that Tenant exercises Tenant's Right of First Offer (including any Fixed Rent increases and Fixed Rent Adjustments). Additionally, the term of the Lease for both the initial Demised Premises and the expansion space shall be co-terminus. In the event Tenant exercises the Tenant's Right of First Offer prior to sublease the second anniversary date of the Commencement Date, Landlord shall provide Tenant with a tenant improvement allowance consistent with the initial installation hereunder. In the event Tenant's Right of First Offer is exercised at any time after the second anniversary of the Commencement Date, there will be a proportionate reduction in the tenant improvement allowance. Provided, however, that in the event Tenant has any remaining options to extend the term of the Lease, in the event Tenant exercises same, the tenant improvement allowance will still be consistent with the initial installation hereunder. In the event Tenant fails to timely exercise Tenant's Right of First Offer, the same shall be deemed conclusive evidence of Tenant's intent to waive same. In such Expansion Space case, Landlord shall be free to lease the space to a third party on substantially similar upon terms stated and conditions acceptable to Landlord. However, in Sublandlord's notice, which economic terms are substantially the same as those offered event Landlord (i) shall enter into a lease with a third party (or fail to Subtenant. If Sublandlord does not enter into a lease such Expansion Space within one hundred twenty ninety (12090) days thereafter) or (ii) receives a request for proposal from a third party for the lease of the space, Tenant's Right of First Offer shall again be effective after the expiration of said ten the term of such lease (10inclusive of options) business day periodor if no lease was signed with a third party in the initial instance, in a period of ninety (90) days from the expiration of Tenant's Right of First Offer (i.e. 95 days), under the circumstances set forth in (i) above, or if Sublandlord desires prior to sublease Landlord's acceptance of such Expansion Space on economic terms which are not substantially request for proposal, under the same as those offered to Subtenantcircumstances set forth in (ii) above, any further transaction whereupon Landlord shall be deemed a new determination by Landlord to lease the Expansion Space and again comply with the provisions of this paragraph Section 37. This right of first offer shall again only be applicablevalid if Tenant is not in material breach any of the terms of this Lease beyond any applicable notice and cure period.

Right of First Offer. If Sublandlord determines to sublease any -------------------- part 39.1 Provided that as of the Master date of the giving of the First Offer Notice, (a) Tenant is the Tenant originally named herein, (b) Tenant actually occupies substantially all of the Premises originally demised under this Lease and any space added to the Premises; and (c) no Event of Default exists, if at any time during the Term any lease for any space in the Building (the “Offered Space”) expires, then Landlord, before offering such Offered Space to anyone other than the Subleased Premises (each tenant then occupying such space (or its affiliates) or other tenants with prior rights to the Offered Space, will offer to Tenant the right to include the Offered Space within the Premises on the same terms and conditions upon which Landlord intends to offer the Offered Space for lease, provided that such terms shall include (and make appropriate business term adjustments for) an "Expansion Space"abatement of the Monthly Installments of Annual Rent which would be due for the Offered Space for a period of 120 days following the date of Tenant’s Notice. 39.2 Such offer will be made by Landlord to Tenant in a written notice (the “First Offer Notice”), then Sublandlord shall notify Subtenant of which offer will designate the space being offered and specify the terms on which Sublandlord is willing Landlord intends to lease such Expansion offer with respect to the Offered Space. If Subtenant, Tenant may accept the offer set forth in the First Office Notice by delivering to Landlord an unconditional acceptance (“Tenant’s Notice”) of such offer within ten (10) business days after receipt delivery by Landlord of Sublandlord's written notice indicates the First Offer Notice to Tenant. Time will be of the essence with respect to the giving of Tenant’s Notice. If Tenant does not accept (or fails to timely accept) an offer made by Landlord in writing the First Offer Notice, Landlord will be under no further obligation with respect to such space. 39.3 Tenant must accept all Offered Space offered by Landlord at any one time if it desires to accept any of such Offered Space and may not exercise its agreement right with respect to only part of such space. In addition, if Landlord desires to lease more than just the Offered Space to one tenant, Landlord may offer to Tenant, pursuant to the terms hereof, all such space which Landlord desires to lease, and Tenant must exercise its rights hereunder with respect to all such space, and may not insist on receiving an offer for just the Offered Space. 39.4 If Tenant at any time declines any Offered Space offered by Landlord, Tenant will be deemed to have waived all further rights with respect to the Offered Space until such time as any future lease for such space expires, and Landlord will be free to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Offered Space to a third party parties, including on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as may be more or less favorable to Landlord than those offered to SubtenantTenant. If Sublandlord does not lease In such Expansion Space within one hundred twenty (120) days after event, upon Landlord’s request, Tenant will execute a release evidencing its waiver of such rights with respect to the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicableOffered Space.

Right of First Offer. If Sublandlord determines For so long as Tenant leases the entire Existing Premises, Suite A Premises and 11111 Premises (as such terms are defined on the Execution Date of this Amendment), Tenant shall have a right of first offer (“ROFO”) as to sublease any -------------------- part entire suite in the space described on attached Exhibit E for which Landlord is seeking a tenant (“Available ROFO Premises”); provided, however, that in no event shall Landlord be required to lease any Available ROFO Premises to Tenant for any period past the date on which the Lease expires or is terminated pursuant to its terms; and provided, further, that if Landlord is seeking one tenant to occupy more than one suite in the space described on the attached Exhibit E and Tenant does not elect to lease all such suites, then Landlord shall not be required to lease such suites to Tenant. To the extent that Landlord renews or extends a then-existing lease with any then-existing tenant or subtenant of any space, or enters into a new lease with such then-existing tenant or subtenant, the affected space shall not be deemed to be Available ROFO Premises. In the event Landlord intends to market any Available ROFO Premises, Landlord shall provide written notice thereof to Tenant (the “Notice of Marketing”) on or before the provision of a notice of marketing to any other prospective tenant. 12.1 Within ten business (10) days following its receipt of a Notice of Marketing, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Master Available ROFO Premises other than and on what terms and conditions. If Tenant fails to notify Landlord of Tenant’s election within such ten business (10) day period, then Tenant shall be deemed to have elected not to lease the Subleased Available ROFO Premises. 12.2 If Tenant timely notifies Landlord that Tenant elects to lease all of the Available ROFO Premises and of the terms and conditions therefore (each such space an "Expansion Space"“Tenant’s Offer”) (provided that Tenant shall be required to lease the Available ROFO Premises for at least the remainder of the then-current Term), then Sublandlord Landlord shall notify Subtenant of the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenant, within have ten (10) business days after receipt of Sublandlord's written notice indicates Tenant’s Offer to respond to Tenant in writing its agreement whether Landlord elects to lease the Expansion Space Available ROFO Premises to Tenant on the terms stated and conditions set forth in Sublandlord's notice, then Sublandlord shall sublease Tenant’s Offer. If Landlord notifies Tenant that it desires to Subtenant and Subtenant shall sublease from Sublandlord lease the Expansion Space Available ROFO Premises to Tenant on the terms stated and conditions set forth in Sublandlord's notice. Tenant’s Offer, then the parties will negotiate in good faith an amendment to the Lease to include the Available ROFO Premises on such terms and conditions, which amendment shall be signed and delivered within twenty (20) days of Landlord delivering a first draft of such amendment to Tenant, and Landlord will cease marketing the Available ROFO Premises during the pendency of such negotiations. 12.3 If Subtenant does (a) Tenant notifies Landlord that Tenant elects not indicate in writing its agreement to lease such Expansion Space the Available ROFO Premises, (b) Tenant fails to notify Landlord of Tenant’s election within the ten (10)-day period described above or (c) Landlord declines to lease the Available ROFO Premises to Tenant on the terms contained and conditions set forth in Sublandlord's notice within said ten (10) business day periodTenant’s Offer, then Sublandlord thereafter Landlord shall have the right to sublease consummate a lease of the Available ROFO Premises to any other party on any terms and conditions that are acceptable to Landlord. 12.4 Notwithstanding anything in this Article to the contrary, Tenant may not exercise the ROFO during such Expansion Space period of time that Tenant is in financial or material non-financial default under any provision of the Lease. Any attempted exercise of the ROFO during a period of time in which Tenant is so in default shall be void and of no effect. In addition, Tenant shall not be entitled to exercise the ROFO if Landlord has given Tenant two (2) or more notices of a financial or material non-financial default under the Lease, whether or not the defaults are cured, during the twelve (12) month period prior to the date on which Tenant seeks to exercise the ROFO. 12.5 Notwithstanding anything in the Lease to the contrary, Tenant shall not assign or transfer the ROFO, either separately or in conjunction with an assignment or transfer of Tenant’s interest in the Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion; provided, however, that an assignment or transfer of the ROFO in connection with a Reincorporation Transaction shall be permitted without Landlord’s consent. 12.6 If Tenant exercises the ROFO, Landlord does not guarantee that the Available ROFO Premises will be available on the anticipated commencement date for the lease as to such Premises due to a third party on substantially similar terms stated in Sublandlord's noticeholdover by the then-existing occupants of the Available ROFO Premises or for any other reason beyond Landlord’s reasonable control. 12.7 Notwithstanding anything to the contrary, which economic terms Tenant’s rights under this Article 12 are substantially subject and subordinate to any rights of renewal, extension, offer, refusal or any other rights of any other tenant at the same Project as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after of the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicableExecution Date.

Right of First Offer. If Sublandlord determines to sublease any During the period from Rent Commencement Date -------------------- part (Fifth Floor) through the expiration of the Master Premises Term, provided that an Event of Default shall not be outstanding, the Tenant shall have the right of first offer with respect to any rentable space in the Building that is not covered by Section 22 of this Lease and is not otherwise subject to the rights of renewal or expansion of other than tenants in the Subleased Premises Building (each such space an the "Expansion Space"), then Sublandlord . The Landlord shall notify Subtenant give notice to the Tenant when the Landlord is ready to market any portion of the Expansion Space (the "Notice"). The Notice shall set forth the amount of space to be offered, the location of such space on the third floor and the per-square-foot rental rate then being quoted; which terms on which Sublandlord is willing shall be comparable to lease such Expansion Spacethose generally being offered in the market for substantially similar office space in the ▇▇▇▇ Valley area. If Subtenant, within Within ten (10) business days after Tenant's receipt of Sublandlord's written notice indicates the Notice, the Tenant shall notify the Landlord in writing its agreement whether it desires to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord offered by the Expansion Space on the terms stated in Sublandlord's noticeLandlord. If Subtenant does the Tenant elects not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space, the Landlord shall be free to lease such space to another tenant or third party. In the event that the Tenant exercises its right of first offer for the Expansion Space, then Landlord shall deliver the Expansion Space to Tenant in "AS-IS" condition within five (5) calendar days after the date of Landlord's receipt of Tenant's notice of exercise ("Expansion Space Commencement Date"). Upon delivery by Landlord to Tenant the Expansion Space shall be deemed to be part of the Premises and to be leased to Tenant on all the same terms and conditions as are set forth in this Lease, except: (I) unless otherwise agreed by the Landlord and the provisions Tenant, per-square-foot rental rate set forth in the Notice shall be the per-square-foot rental rate for the Expansion Space, (ii) The Tenant Improvement Allowance set forth in the Notice shall be the per-square foot Tenant Improvement Allowance for the Expansion Space, (iii) the term for the Expansion Space shall be the term set forth in the Notice, and (iv) the Tenant's Proportionate Share shall be increased to account for the amount of the Expansion Space leased by the Tenant as of the rent commencement date for the Expansion Space. The rent commencement date for the Expansion Space shall be forty-five (45) calendar days after the Expansion Space Commencement Date. If the Tenant exercises its right of first offer with respect to the Expansion Space, the parties promptly shall enter into an appropriate amendment to this paragraph shall again be applicableLease.

Right of First Offer. If Sublandlord determines Subject to sublease any -------------------- part the then-existing renewal options of other tenants and to the first offer rights of the Master Premises tenants set forth on Exhibit ER attached hereto, and provided no Event of Default (defined herein) then exists, Landlord shall, prior to offering the same to any party (other than the Subleased then-current tenants therein), first offer to lease to Tenant any space which may become "available" (i.e., space which is actually vacant or any space for which the then existing lease will terminate within the next twelve (12) or fewer months) in the Building (the "Offer Space") in a broom clean, "AS-IS" condition. Such offer shall be in writing and specify the lease terms for the Offer Space, including the Base Rent and Additional Rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Leased Premises (each such space an the "Expansion SpaceOffer Notice"), then Sublandlord . Tenant shall notify Subtenant of the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenant, within ten (10) business days after receipt of Sublandlord's written notice indicates Landlord in writing its agreement whether Tenant elects to lease the Expansion entire Offer Space on the terms stated set forth in Sublandlord's noticethe Offer Notice, then Sublandlord shall sublease within thirty (30) days after Landlord delivers to Subtenant and Subtenant shall sublease from Sublandlord Tenant the Expansion Space on the terms stated in Sublandlord's noticeOffer Notice. If Subtenant does not indicate in writing its agreement Tenant timely elects to lease the Offer Space, Landlord and Tenant shall negotiate in good faith for thirty (30) days in an effort to execute a mutually acceptable lease or amendment to this Lease. If a mutually agreeable Lease is not executed by both parties in such Expansion Space on the terms contained in Sublandlord's notice within said ten thirty (1030) business day period, then Sublandlord thereafter Landlord shall have the right to sublease such Expansion offer the Offer Space to a third parties on such terms as are not materially more favorable to such third party than those contained in the Offer Notice and Tenant's rights under this Section 17.27 shall lapse and be of no force or effect. If Tenant fails or is unable for any reason whatsoever to timely exercise its right under this Section 17.27, then such right shall lapse, time being of the essence with respect to the exercise thereof, and Landlord may lease all or a portion of the Offer Space to third parties on substantially similar such terms stated as are not materially more favorable to such third party than those contained in Sublandlordthe Offer Notice. Tenant may not exercise its rights under this Section 17.27 if an Event of Default exists or Tenant and/or its affiliates is not-then-occupying the entire Leased Premises. In no event shall Landlord or Tenant be obligated to pay a commission to the other's noticebroker(s) with respect to any space leased by Tenant under this Section 17.27, which economic terms are substantially and Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys' fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same as by, through, or under the indemnifying party. If Landlord has not teased the Offer Space within twelve (12) months after offering such space to Tenant or if Landlord desires to lease the Offer Space on terms materially more favorable than those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after Tenant, subject to the expiration first offer rights of said ten (10) business day periodthe other tenants listed on Exhibit ER, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those space shall be re-offered to Subtenant, Tenant in accordance with this Section 17.27 before being offered to any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicablethird party.

Right of First Offer. If Sublandlord determines Subject to, and in accordance with, the provisions of this Section 16, effective as of the Commencement Date and continuing thereafter throughout the Sublease Term, Sublessee shall have a right of first offer (the “Right of First Offer”) to sublease any -------------------- part portion of the Master Premises Premises, other than the Subleased Premises Expansion Space, which is separately addressed in Section 17 below and shall be subleased by Sublessee, if at all, pursuant to Section 17 below (each the “First Offer Space”) when the First Offer Space becomes “available for sublease” during the Sublease Term. Space shall not be deemed “available for sublease” if (i) the subtenant under an expiring sublease of such space an "Expansion Space"renews or extends its sublease pursuant to a right or option in effect as of the Commencement Date, or (ii) Landlord exercises any recapture right under the Master Lease with respect to such space or otherwise subleases or takes such space back from Sublessor. Upon First Offer Space becoming available for sublease, Sublessor shall deliver to Sublessee a written notice setting forth the terms and conditions upon which Sublessor would be willing to sublease the First Offer Space to Sublessee (the “Notice”), then Sublandlord which terms and conditions shall notify Subtenant be based on Sublessor’s reasonable determination of the terms on which Sublandlord is willing to lease such Expansion fair market rental value of the First Offer Space. If Subtenant, within whereupon Sublessee shall have ten (10) business days after receipt in which to elect by delivery of Sublandlord's written notice indicates in writing its agreement to lease Sublessor whether to sublease the Expansion First Offer Space on all of the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord conditions of the Expansion Space on the terms stated in Sublandlord's noticeNotice. If Subtenant Sublessee does not indicate in writing exercise its agreement Right of First Offer with regard to lease such Expansion Space on the terms contained in Sublandlord's notice Notice within said the ten (10) business day period, then Sublandlord Sublessor may sublease the First Offer Space to any party upon any terms and conditions Sublessor elects, and the Right of First Offer shall terminate and have no further force or effect during the Sublease Term with respect to the particular First Offer Space that was the subject of the Notice. In other words, if Sublessee does not timely exercise its Right of First Offer with respect to a particular First Offer Space, Sublessee shall thereafter have no further rights under this Section 16 with respect to that particular First Offer Space, and Sublessor shall have the right no obligation to sublease such Expansion offer that particular First Offer Space to Sublessee again. If Sublessee timely exercises its Right of First Offer with regard to the Notice, the Parties shall promptly enter into an amendment to this Sublease confirming Sublessee’s sublease of the First Offer Space on the terms set forth in the Notice and for a third party on substantially similar terms stated in Sublandlord's noticeterm coterminous with the original Sublet Space (including appropriate revisions to Basic Rent, description of the Sublet Space, Sublessee’s Share and the number of parking spaces available to Sublessee pursuant to this Sublease), which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction amendment shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicable.be

Right of First Offer. If Sublandlord determines (a) Provided that at the time of such exercise and on the date the space is delivered to sublease any -------------------- part Tenant (1) there exists no Event of Default that has occurred and is then continuing, (2) this Lease is in full force and effect, and (3) Original Tenant is in actual occupancy of one hundred percent (100%) of the Master Premises other than rentable square feet of the Subleased Premises (each collectively, the "ROFO Conditions"), then if at any time balance of the 3rd floor of the Building becomes "available for leasing" or is anticipated to become "available for leasing", and Landlord desires to lease such space, Landlord shall (i) so notify Tenant (a "ROFO Notice"), (ii) identify the space an available (the "Expansion Offered Space"), then Sublandlord (iii) set forth the date (the "ROFO Delivery Date") on which Landlord anticipates that the Offered Space can be leased pursuant to the exercise by Tenant of its rights under this Section 20.34, which date shall notify Subtenant be no sooner than thirty (30) days after the delivery of such ROFO Notice and (iv) set forth the Fair Market Rent for the Offered Space determined by Landlord as of the terms on which Sublandlord is willing to lease such Expansion Spacedate of the ROFO Notice (the "ROFO Offer"). If SubtenantOriginal Tenant shall, within ten thirty (1030) business days after receipt of Sublandlord's the ROFO Notice, by written notice indicates (the "ROFO Election Notice"), either (I) accept the ROFO Offer (and state in writing its agreement Tenant’s notice whether Tenant accepts the Fair Market Rent specified by Landlord in the ROFO Offer for the Offered Space or, if Tenant does not accept such Fair Market Rent, specify Tenant’s determination of the Fair Market Rent of the Offered Space), or (II) reject the ROFO Offer, it being understood that Tenant’s failure to respond to the ROFO Offer as aforesaid shall be deemed a rejection thereof. Any election by Tenant to accept or reject the ROFO Offer shall be irrevocable. If Tenant fails to timely elect to exercise any option to lease any such Offered Space in accordance with this Section 20.34(a), then Tenant shall no longer be entitled to exercise the Expansion ROFO Option. Original Tenant's option to lease Offered Space on under this Section 20.34 shall be referred to herein as the "ROFO Option". (b) If Tenant accepts a ROFO Offer, Tenant shall, within thirty (30) days, subject to the terms stated in Sublandlord's noticeof clause (d) below, then Sublandlord shall sublease after such election enter into an amendment to Subtenant this Lease adding the Offered Space to the Premises and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on otherwise incorporating the terms contained in Sublandlord's notice within said ten the ROFO Notice (10) business day periodor if Tenant does not accept the Fair Market Rent specified by Landlord in the ROFO Offer, then Sublandlord thereafter such amendment shall be entered into by Tenant within thirty (30) days after the date of the determination of the Fair Market Rent for the Offered Space as provided in this Section 20.34); provided, however, that Landlord shall have no obligation to enter into such amendment of this Lease, or make any such ROFO Offer, if at the time of entering into such amendment of this Lease, or making of such ROFO Offer, the ROFO Conditions are not then met. If Tenant shall fail to enter into such an amendment to this Lease within such thirty (30) day period and Landlord is willing to enter into such an amendment, then Tenant shall have no further rights under this Section 20.34 with respect to the Offered Space (it being agreed that time is of the essence with respect to the giving of such notice and the execution of such amendment), and Landlord shall be free to lease any or all of the Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. If Tenant accepts the ROFO Offer, the Offered Space shall be delivered broom clean in its then “AS IS” condition (but free of any furniture and other personal property of the prior tenant) without representation or warranty by Landlord. Landlord shall have no obligation to remove improvements made to the Offered Space prior to delivery to Tenant, whether or not made by Landlord, nor shall Landlord have any obligation to prepare the Offered Space for Tenant’s occupancy. (c) If, within sixty (60) days after receipt of the ROFO Notice, Landlord and Tenant fail to reach agreement on the determination of the Fair Market Rent to be paid by Tenant for the Offered Space, then either Landlord or Tenant shall initiate the arbitration proceedings for such determination by notice to the other, and by designating in such notice the name and address of a Qualified Arbitrator. Fair Market Rent for any Offered Space shall be determined in the same fashion as FMV for the Premises during a Renewal Term is determined pursuant to Section 3.4.3 and the provisions of the Section 3.4.3 for determining Fair Market Rent for the Premises during a Renewal Term shall apply, mutatis mutandis, in respect of a determination of Fair Market Rent for the Offered Space. (d) Notwithstanding anything to the contrary contained herein, Annual Fixed Rent with respect to any Offered Space shall be equal to 100% of the Fair Market Rent for the Offered Space. If, pursuant to the preceding provisions of this Section 20.34, the Fair Market Rent for the Offered Space has not been determined as of the actual ROFO Delivery Date thereof, Tenant shall pay on account of Annual Fixed Rent for the Offered Space Landlord's determination thereof until such final determination is made, with necessary adjustments between Landlord and Tenant to be made retroactively, by credit against the next installment(s) of Annual Fixed Rent becoming due with respect to the Offered Space, after a final determination of the Fair Market Rent for the Offered Space as provided in this Section 20.34. Annual Fixed Rent with respect to the Offered Space shall commence to be payable on the actual ROFO Delivery Date. (e) Notwithstanding anything to the contrary contained herein, Tenant may only exercise the ROFO Option if (A) Landlord then intends to market the Offered Space after the initial lease-up thereof, (B) Tenant exercises its option to lease all of the Offered Space under this Section 20.34 that Landlord so intends to market (unless Landlord specifies in the ROFO Notice that Landlord is marketing portions the Offered Space in separate segments) and (C) the Offered Space is contiguous to the Premises. The term of the leasing of the Offered Space shall be coterminous with the then current Term. (f) In the event Landlord fails or is unable to deliver the entire Offered Space to Tenant on the estimated ROFO Delivery Date thereof as a result of the holding over of the prior tenant or for any other reason (other than Landlord’s willful refusal to deliver possession thereof to Tenant after such space has been vacated by the prior tenant thereof), Landlord shall not be subject to any liability whatsoever for such failure or inability to deliver possession, and the exercise of the ROFO Option shall remain effective, but the Annual Fixed Rent and Additional Rent shall not commence with respect to the Offered Space until the date on which the same is actually delivered to Tenant. The foregoing is intended to be “an express provision to the contrary” under Section 223-a of the New York Real Property Law or any successor statute of similar import. (g) As used in this Sections 20.34, the term "available for leasing" shall mean that Landlord reasonably anticipates that such space shall be available for Tenant to lease in accordance with the terms of this Section 20.34 after the expiration or earlier termination of the initial lease with respect to such space. Notwithstanding the foregoing, Tenant's rights under this Sections 20.34 shall be subject and subordinate to (A) any option or commitment hereafter held by any existing or future tenant with respect to the Offered Space or any portion thereof and (B) the renewal or extension of an expiring lease with any such tenant with respect to the Offered Space. (h) Notwithstanding anything to the contrary contained herein, Tenant shall not have any ROFO Option during the final five (5) years of the Term unless, simultaneously with the exercise of the ROFO Option, Tenant also exercises the Renewal Option, if then available. EXECUTED in one or more counterparts by persons or officers hereunto duly authorized on the date set forth in Section 1.2 above. LANDLORD: a Delaware limited liability company By: /s/ ▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇ ▇▇▇ Title: Authorized Signatory TENANT: By: Name: Title: EXECUTED in one or more counterparts by persons or officers hereunto duly authorized on the date set forth in Section 1.2 above. LANDLORD: a Delaware limited liability company By: Name: Title: TENANT: By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: CFO ALL that certain plot, piece or parcel of land. situate, lying and being in the Borough of Manhattan. City. County and State of New York. bounded and described as follows: BEGINNING at the corner formed by the intersection of the easterly side of 4th Avenue with the southerly side of 26th Street: RUNNING THENCE easterly along the southerly side of ▇▇▇▇ ▇▇▇▇▇▇. 120 feet: THENCE southerly parallel with 4th Avenue. 98 feet 9 inches to the center line of the block between 25th and 26th Streets; THENCE westerly along the said center line of the block. 30 feet: THENCE southerly and parallel with the easterly side of ▇▇▇ ▇▇▇▇▇▇. 98 feet 9 inches to the northerly side of 25th Street: THENCE westerly along the northerly side of 25th Street, 90 feet to the easterly side of 4th Avenue: THENCE northerly along the easterly side of 4th Avenue, 197 feet 6 inches to the southerly side of ▇▇▇▇ ▇▇▇▇▇▇. at the point or place of BEGINNING. The portion of the Building demised to Tenant pursuant to the Lease (the “Premises”) shall mean a portion of the rentable area on the third (3rd) floor of the Building substantially as shown on the floor plan(s) annexed to this Exhibit B and forming a part hereof within the outside walls of the Building, excluding the area occupied by Building stairs, fire towers, elevator shafts, flues, vents, stacks, pipe shafts and vertical ducts, with their enclosing walls (but including the area occupied by the shafts and machinery for any private elevators, pneumatic tubes, conveyors, mail chutes and the like installed by Tenant, and the interior walls and partitions enclosing such shafts and machinery). 1. Tenant shall not obstruct or encumber the sidewalks, entrances, passages, courts, elevators, vestibules, or corridors and halls outside of the Premises, nor shall such areas be used for any purpose other than ingress and egress to and from the Premises and for delivery of merchandise and equipment which delivery shall be completed in a prompt and efficient manner using elevators and passageways designated for such delivery by Landlord. 2. No awnings, air-conditioning units, fans or other projections shall be attached to or project through the outside walls or windows of the Building. Tenant shall not attach, hang or use any curtains, blinds, shades or screens, other than either mylar shades or other curtains, blinds, shades or screens that conform to Building standards or are otherwise approved by Landlord, which approval shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing (but subject to the provisions of the Lease, including, but not limited to, Article 8 thereof), Tenant, at its sole cost and expense, shall be permitted to install so called “black-out” shades in its conference rooms; provided, however, if any of such shades are visible from the outside of the Building, then Landlord shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's noticeapprove the same, which economic terms are substantially approval may be granted or withheld in Landlord’s reasonable discretion. Tenant may not, under any circumstances apply mylar or other like films directly to Building glass. All electrical fixtures hung in offices or spaces along the perimeter of the Premises must be of a quality, type, design and bulb color approved by Landlord, such approval not to be unreasonably withheld, conditioned or delayed. 3. Except for signage required by applicable laws and requirements of public authorities or as otherwise provided in the Lease, Tenant shall not exhibit, inscribe, paint or affix any sign, advertisement, notice or other lettering (collectively, “Tenant Advertisement”) on any part of the inside of the Premises if the same can be seen from the outside of the Premises. Except as otherwise expressly provided in the Lease, Tenant Advertisement may not be exhibited, inscribed, painted or affixed to any part of the outside of the Premises or the Building. 4. Tenant shall not permanently cover or obstruct the exterior windows that reflect or admit light into the Premises except as may be required by applicable laws and requirements of public authorities. 5. Tenant shall not, without Landlord’s prior written consent, place any showcases or other articles in front of or affix such articles to any part of the exterior of the Building, nor place such articles in the halls, corridors or vestibules (other than within the Premises but in all events Tenant shall comply with applicable laws and requirements of public authorities), nor shall any article obstruct any air-conditioning supply or exhaust. 6. The water and wash closets and other plumbing fixtures shall not be used for any purposes other than those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day periodfor which they were constructed, and no sweepings, rubbish, rags, acids or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction other substances shall be deemed deposited therein. All damages resulting from any misuse of such fixtures in the Premises (or in the core bathrooms on the full floors of the Premises) shall be borne by Tenant unless caused by a new determination Landlord Party. 7. Except as otherwise approved by Landlord to lease the Expansion Space and or as otherwise permitted in accordance with the provisions of this paragraph the Lease, Tenant shall again not ▇▇▇▇, paint, drill into, or in any way deface any part of the Premises or the Building, and no boring, cutting or stringing of wires shall be applicablepermitted, except with the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. 8. Tenant, or any of Tenant’s servants, employees, agents, sublessees, visitors or licensees, shall not at any time bring or keep upon the Premises any inflammable, combustible or explosive fluid, chemical or substance except such as are incidental to usual office occupancy and are properly safeguarded. 9. Tenant shall not install any additional locks or bolts of any kind upon any of the doors or windows, nor shall Tenant change existing locks or the mechanism thereof, unless Tenant promptly provides Landlord with the key or combination thereto. Tenant must, upon the termination of its tenancy, return to Landlord all keys to offices and toilet rooms and in the event of the loss of any keys furnished at Landlord’s expense, pay the cost thereof. Notwithstanding the foregoing, subject to the applicable provisions of the Lease, Tenant, at its sole cost and expense, shall have the right to install a card key or other electronic or other entry system for the Premises; provided that at all times Tenant has provided Landlord with such master card keys or other “master” access rights for such card key or other electronic or other entry system. 10. Tenant shall not bring into or store any bicycles, vehicles or animals of any kind (except for animals to assist the handicapped) in or about the Premises or the Building; provided, however, (i) Tenant may bring bicycles into the Premises via the loading dock and freight elevator during Operating Hours in accordance with applicable laws and requirements of public authorities, including, without limitation, the New York City Bicycle Access to Office Buildings Law, and (ii) nothing set forth herein shall modify the rights of Tenant to bring bicycles into the Building or the Premises to the extent provided by applicable laws and requirements of public authorities. 11. Tenant shall remove and bring any safes, freight, furniture or bulky matter of any description into or out of the Premises in the manner and during the hours (which must be scheduled in advance) which are agreed to by Landlord and Tenant. Landlord reserves the right to inspect all safes, freight or other bulky articles to be brought into the Building and to exclude from the Building all safes, freight or other bulky articles which violate any of these Rules and Regulations or the Lease. Landlord shall have the right to prescribe the weight and position of safes and other objects of excessive weight, and no safe or other

Right of First Offer. If Sublandlord determines to sublease any -------------------- part Section 49.01. Provided Tenant is, and has been throughout the term of this lease, fully compliant with all of the Master Premises other than the Subleased Premises (each such space an "Expansion Space")terms, conditions and provisions herein imposed on Tenant, then Sublandlord Tenant shall have the first right, on a one-time-per- space basis, to make an irrevocable offer to lease rentable spaces on the twentieth (20th) floor in the Building, when, as and if rentable space(s) on said floor become available for rental. This right, however, is expressly made subject to any agreements, terms, rights or entitlements of any other tenants or occupants of the Building as of the Commencement Date, as defined herein. Upon Landlord becoming aware of the availability of rentable space(s) on said floor, Landlord shall notify Subtenant Tenant of same in writing. Tenant will then have fifteen (15) days from receipt of Landlord's notice regarding the terms on which Sublandlord is willing availability of a rentable space to notify Landlord of its desire to lease such Expansion Spacespace and said notice from Tenant shall set forth all of the material terms of Tenant's offer. Landlord may accept or reject Tenant's offer, at its sole and absolute discretion; however, Landlord shall not be permitted to reject Tenant's offer and then lease the subject space to a third party on terms less favorable to Landlord than those offered by Tenant. If Subtenant, within ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant Tenant does not indicate in writing its agreement respond to lease such Expansion Space on the terms contained in SublandlordLandlord's notice within said ten (10) business day periodregarding the impending availability of an available space, then Sublandlord thereafter Tenant shall be deemed to have waived any rights it may have hereunder. Notwithstanding anything set forth herein, Landlord shall have the right to sublease such Expansion Space to a third party retain any space on substantially similar terms stated the 20th floor for its own use, in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and case the provisions of this paragraph Article shall again be applicablenot apply. Moreover, Tenant's rights hereunder are not transferable and are deemed waived and terminated in the event of an assignment of this lease or a subletting of the Demised Premises.

Right of First Offer. If Sublandlord determines (a) Landlord hereby grants to sublease Tenant, on the terms and conditions hereinafter set forth, the continuing right of first offer (the "Right of First Offer") to lease any -------------------- part of retail space located in the Master Premises other than Building (the Subleased Premises (each such space an "Expansion Retail Space"), then Sublandlord as any such Retail Space shall notify Subtenant become available for lease from time to time both before Landlord shall lease it to third parties and after the initial leasing of the Retail Space. Landlord shall deliver to Tenant written notice (the "Retail Space Offer Notice"), upon learning of the upcoming availability of any Retail Space for lease (the "Available Retail Space"), which Retail Space Offer Notice shall set forth the following information with respect to such Available Retail Space: the rentable area, the location, the date of availability and the terms on upon which Sublandlord Landlord is willing to lease such Expansion the Available Retail Space. If SubtenantTenant shall have the right, within ten (10) business days after receipt of Sublandlord's such Retail Space Offer Notice, to deliver to Landlord written notice indicates in writing its agreement that Tenant either (i) elects to lease the Expansion Available Retail Space on upon such terms included in the terms stated in Sublandlord's notice, then Sublandlord Retail Space Offer Notice or (ii) rejects the Right of First Offer. In the event that Tenant shall sublease have rejected the Right of First Offer or shall fail to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease timely exercise such Expansion Space on the terms contained in Sublandlord's notice Right of First Offer within said such ten (10) business day perioddays, then Sublandlord thereafter Tenant shall be deemed to have rejected the right Right of First Offer, and Landlord shall be free to sublease such Expansion lease the Available Retail Space to any other prospective tenant, within a third party period of nine (9) months from Tenant's receipt of the Retail Space Offer Notice, on substantially similar terms stated not Materially More Favorable (as hereinafter defined) than those offered to Tenant in Sublandlordthe Retail Space Offer Notice. In the event that either Landlord desires to enter a lease with a prospective tenant upon terms Materially More Favorable than those set forth in the Retail Space Offer Notice or Landlord does not enter into a binding commitment to lease the Available Retail Space within nine (9) months from Tenant's noticereceipt of the Retail Space Offer Notice, which economic then, prior to leasing the Available Retail Space to any prospective tenant, Landlord shall deliver to Tenant an updated Retail Space Offer Notice containing the terms are substantially Landlord is willing to accept from the prospective tenant, or if there is no prospective tenant, upon such revised terms Landlord would like to propose, and the rights and obligations of Landlord and Tenant with respect to such updated Retail Space Offer Notice shall be the same as those offered for the initial Retail Space Offer Notice. (b) In the event that Tenant shall timely exercise the Right of First Offer with respect to Subtenant. If Sublandlord does any Available Retail Space in accordance with the terms hereof, Landlord and Tenant shall execute an amendment to this Lease with respect to such Available Retail Space upon the terms set forth in the Retail Space Offer Notice within fifteen (15) business days of such exercise by Tenant, but the parties' failure so to execute such agreement shall not lease affect the validity or enforceability of Tenant's exercise. (c) Anything herein to the contrary notwithstanding, Tenant shall have no Right of First Offer with respect to any Available Retail Space in the event that an Event of Default shall have occurred and be continuing under this Lease at the time such Expansion Retail Space within one hundred twenty becomes available for lease. (120d) days after As used herein, "Materially More Favorable" shall mean terms having a Net Present Value (as hereinafter defined) that is less than the expiration Net Present Value of said the terms set forth in the Retail Space Offer Notice by ten (10) business day periodpercent or more. The "Net Present Value" of a proposed lease shall mean the present value (using a discount factor of nine percent (9%) per annum) of the net rental payable under such proposed lease less the present value of all lease concessions granted thereunder (including, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenantwithout limitation, any further transaction shall be deemed a new determination by Landlord to tenant improvement allowances, lease the Expansion Space buy-out payments, move-in allowances and the provisions of this paragraph shall again be applicablesimilar concessions other than free rent).

Right of First Offer. If Sublandlord determines Subject to sublease the conditions subsequently set forth, and provided this Lease is in full force and effect, and provided that Tenant has not been in default under the terms of this Lease at any -------------------- part time during the term of the Master Premises other than Lease or at the Subleased Premises time tenant exercises its right of first offer or at the commencement of the term for the Additional Space (each such space an as defined herein) and provided further that Tenant [Stricken Language] is the then occupant of the entire Premises, Tenant shall have the Right of First Offer (the "Expansion Right of First Offer") to lease the rentable area outlined on Exhibit A-2 (the Exhibit B, Rider To Lease Photoelectron pg. 3 of 3 "Additional Space"), then Sublandlord . Tenant's right to lease the Additional Space shall notify Subtenant arise only upon the expiration of the term of any leases and shall be subject to such options to extend or expand or rights of first refusal or first offer or similar rights as may be held by any other tenant in the Building, pursuant to the terms of its lease. In the event landlord intends to lease the Additional Space, and this Right of First Offer is applicable in accordance with the foregoing, Landlord shall give written notice to Tenant of the availability of such space for leasing and on which Sublandlord is willing what terms Landlord intends to lease such Expansion Spacespace. If Subtenant, within ten (10) business days after The Additional Space shall be offered in its strictly "as-is" condition. Upon receipt of Sublandlord's written notice indicates in writing its agreement to lease the Expansion Space on the terms stated in SublandlordLandlord's notice, then Sublandlord Tenant shall sublease have fifteen (15) days from the date of ▇▇▇▇▇▇▇▇'s notice to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated advise Landlord in Sublandlordwriting of Tenant's noticeelection to exercise its rights hereunder. If Subtenant does not indicate in writing its agreement Tenant fails to notify Landlord within such time period, Tenant shall be deemed to have rejected Landlord's offer, and Landlord shall be free to lease such Expansion ----------------------------------------- portion of the Additional Space on to any person or entity without making any -------------------------------------------------------------------------- further offer to Tenant. If accepted by Tenant then the Additional Space offered ---------------------------------------------- shall be taken by Tenant upon all the terms and conditions contained in SublandlordLandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenantoffer. If Sublandlord does not requested by Landlord, Tenant shall execute a new lease such Expansion Space within one hundred twenty or amend the existing Lease to include the Additional Space. EXHIBIT A [FIVE FORBES ROAD, FIRST FLOOR DRAWING GOES HERE.] EXHIBIT A-1 [FIVE FORBES ROAD, SECOND FLOOR DRAWING GOES HERE.] EXHIBIT A-2 [ONE FORBES ROAD, FIRST FLOOR DRAWING GOES HERE.] EXHIBIT B [ONE FORBES ROAD, SECOND FLOOR DRAWING GOES HERE.] EXHIBIT C [FIVE FORBES ROAD PROPOSED TENANT IMPROVEMENTS DRAWING GOES HERE.] 2. Abnormal waste removal (120e.g., computer installation paper, bulk packaging, wood or cardboard crates, refuse from cafeteria operation, etc.) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicableTenant's responsibility.

Right of First Offer. If Sublandlord Sublessee properly exercises the Extension Option pursuant to Paragraph 25 and (a) the Term is extended through the Extension Period or (b) the Extension Option is voided pursuant to Paragraph 25 and the Term is not extended through the Extension Period, and Sublessee is not then in default beyond applicable notice and cure periods and has not been in default beyond applicable notice and cure periods more than one (1) time of any term or provision of this Sublease and has not assigned this Sublease or subleased more than three (3) floors of the Subleased Premises or agreed to do so in the future, Sublessee shall have a one time right of first offer as to any of the Premises that Sublessor determines to sublease any -------------------- part to an unaffiliated third party (excluding Sublessor’s affiliates or other entities with whom Sublessor has agreed to a merger, reorganization or asset or stock sale) for occupancy within two (2) months following the expiration of the Master Premises other than the Subleased Premises Term. If Sublessor intends to enter into such a sublease, Sublessor shall provide written notice to Sublessee (each such space an "Expansion Space"), then Sublandlord shall notify Subtenant a “ROFO Notice”) of the terms on which Sublandlord Sublessor is willing to lease such portion of the Premises (the “Expansion Space”). If SubtenantSublessee, within ten seven (107) business days Business Days after receipt of Sublandlord's written notice the ROFO Notice indicates in writing its agreement to lease sublease the Expansion Space on the terms stated in Sublandlord's noticethe ROFO Notice, then Sublandlord then, subject to receipt of Master Lessor’s consent, Sublessor shall sublease to Subtenant Sublessee and Subtenant Sublessee shall sublease from Sublandlord Sublessor the Expansion Space on the terms stated in Sublandlord's noticethe ROFO Notice. If Subtenant Sublessee does not indicate in writing its agreement to lease such sublease the Expansion Space on the terms contained in Sublandlord's notice the ROFO Notice within said ten such seven (107) business day Business Day period, then Sublandlord Sublessor thereafter shall have the right to sublease such the Expansion Space to a third party; provided, however, that if Sublessor seeks to sublease the Expansion Space to a third party on substantially similar terms stated which are materially more favorable to such third party than the terms set forth in Sublandlord's noticethe ROFO Notice, which economic then Sublessor shall first provide Sublessee with a new ROFO Notice setting forth such new terms are and the procedures outlined above shall be followed with respect to such new ROFO Notice (except that the seven (7) Business Day period to respond to the new ROFO Notice shall be reduced to five (5) Business Days). Notwithstanding the foregoing, if Sublessee rejects Sublessor’s offer for sublease pursuant to this Paragraph 22 and Sublessor does not sublease the Expansion Premises to a third party within the six (6) months following Sublessee’s receipt of Sublessor’s last ROFO Notice, then Sublessee shall have the right to request a new ROFO Notice from Sublessor setting forth revised terms and the procedures outlined above shall be followed with respect to such new ROFO Notice. If Sublessee agrees to sublease the Expansion Space pursuant to this Paragraph 22, then following Sublessor’s receipt of such acceptance, Sublessor and Sublessee shall enter into an amendment to extend this Sublease as to the Expansion Space on substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicableSublease with modifications as necessary to reflect the terms of the ROFO Notice (including, without limitation, the applicable rental terms) and multi-tenant occupancy of the Building.

Right of First Offer. If Sublandlord determines to sublease Provided Tenant is not in default hereunder beyond any -------------------- part applicable cure periods at the time of Tenant's exercise of the Master Premises other than option described in this Paragraph 11 or at the Subleased Premises (each such space an "Expansion Space"), then Sublandlord shall notify Subtenant commencement of the terms option term, and subject to all other options held by existing tenants of the Building as of the date of this Lease, Tenant shall have the right of first offer with respect to Option Space #1, Option Space #2 or Option Space #3 all as shown on which Sublandlord Exhibit "D" attached hereto (individually and collectively referred to herein as the "Option Space" hereinafter) that is willing vacant or becomes vacant in the Building. Prior to leasing any of the Option Space, Landlord shall give Tenant written notice of its intent to lease such Expansion the Option Space. If Subtenantthe Option Space consists of any combination of Option Space #1, within Option Space #2 and Option Space #3, Tenant may exercise such right as to any one, two or three of the Option Spaces being offered and therefore is not required to exercise such right as to all the Option Space offered. Tenant shall have ten (10) business days after receipt of Sublandlord's in which to provide Landlord with written notice indicates in writing of its agreement election to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's noticeexercise such right. If Subtenant Tenant does not indicate in writing give Landlord written notice of its agreement election to lease such Expansion Option Space on within the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord Landlord shall thereafter shall have the right be free to sublease lease such Expansion Option Space to a third party on substantially similar any terms stated in Sublandlord's noticeand conditions that Landlord shall select, which economic terms are substantially with no further obligation to Tenant. In the same as those offered event that Landlord offers any space to Subtenant. If Sublandlord does Tenant pursuant to this right of first offer, and Tenant elects not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion space, the space so offered shall not be subject to this right of first offer, and thereafter Landlord shall not be obligated to offer said space to Tenant. In the event Tenant elects to exercise its Option described in this Paragraph 11 during the first two (2) years of the initial Term, the Base Rent payable for the Option Space shall be at the same Base Rent rate in effect for the Premises as of the date the Option Space is delivered to Tenant and shall escalate at the provisions same time and at the same rate as the Base Rent for the Premises. The lease term for the Option Space shall be coterminous with the Lease. All other terms and conditions of this paragraph the Lease shall again be applicableremain the same.

Right of First Offer. If Sublandlord determines (a) Provided that (i) no default has occurred and is then continuing, (ii) the creditworthiness of Tenant is then reasonably acceptable to sublease any -------------------- part Landlord, and (iii) Tenant originally named herein or its Permitted Transferee remains in possession of the Master Leased Premises, and subject to any rights of other tenants to the Offer Space (as defined herein) and Landlord's right to renew or extend the lease term of any other tenant with respect to the portion of the Offer Space now or hereafter leased by such other tenant, Landlord shall, before entering into a lease with a third party for the space located in the Building contiguous to the Leased Premises other than as shown on the Subleased Premises attached Exhibit E (each such space an the "Expansion Offer Space"), then Sublandlord shall notify Subtenant Tenant in writing of the availability of the Offer Space for leasing and setting forth the terms on and conditions upon which Sublandlord Landlord is willing to lease such Expansion Spacethe Offer Space to Tenant ("Landlord's Notice"). If Subtenant, within ten Tenant shall have five (105) business days after from its receipt of SublandlordLandlord's Notice to deliver to Landlord a written notice indicates in writing its agreement agreeing to lease the Expansion Offer Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms conditions contained in SublandlordLandlord's notice Notice ("Tenant's Acceptance"). In the event Tenant fails to deliver Tenant's Acceptance to Landlord within said ten five (10) business 5)­business day period, then Sublandlord thereafter such failure shall be conclusively deemed a rejection of the Offer Space and a waiver by Tenant of this right of first offer, whereupon Tenant shall have no further rights with respect to the right Offer Space and Landlord shall be free to sublease such Expansion lease the Offer Space to a third party on substantially similar terms stated party. (b) In the event that Tenant exercises its right of first offer in Sublandlord's noticethe first twenty-four (24) months of the Lease Term, which economic terms are substantially the same as those Offer Space shall be offered to SubtenantTenant at the rental rate per square foot (including periodic escalations) in effect with respect to the then existing Leased Premises ("Existing Premises") as of the commencement of the term for the Offer Space and upon the other terms and conditions as are set forth in this Lease, including a tenant improvement allowance equal to a rate per square foot used to determine the Allowance granted under this Lease prorated for the number of months remaining in the Lease Term for the Existing Premises and two (2) months of free Monthly Rental Installments for the Offer Space. (c) In the event that Tenant exercises its right of first offer after the first twenty-four (24) months of the Lease Term, the term for the Offer Space shall be coterminous with the term for the original Leased Premises; provided, however, that the minimum term for the Offer Space shall be five (5) years and the term for the Existing Premises shall be extended, if necessary, to be coterminous with the term for the Offer Space. If Sublandlord does not lease the Lease Term for the Existing Premises is extended as provided above, the Minimum Annual Rent for such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction extension term shall be deemed a new determination an amount equal to the Minimum Annual Rent then being quoted by Landlord to prospective renewing tenants of the Building for space of comparable size and quality and with similar or equivalent improvements as are found in the Building, and if none, then in similar buildings in the vicinity; provided, however, that in no event shall the Minimum Annual Rent during such extension term be less than the highest Minimum Annual Rent payable during the immediately preceding term. (d) lf Tenant properly exercises its right of first offer, Landlord and Tenant shall enter into an amendment to this Lease adding the Offer Space to the Leased Premises upon the terms and conditions set forth herein and making such other modifications to this Lease as are appropriate under the circumstances. If Tenant shall fail to enter into such amendment within ten (1 0) days following Tenant's Acceptance, then Landlord may terminate this right of first offer by notifying Tenant in writing, in which event Tenant shall have no further rights with respect to the Offer Space and Landlord shall be free to lease the Expansion Offer Space and the provisions of this paragraph shall again be applicableto a third party.

Right of First Offer. If Sublandlord determines Subject to sublease the provisions of this Section 2.7, Tenant shall have a continuing right of first offer for all or any -------------------- part portion of the Master Premises other than portion of the Subleased Premises Building which may hereafter become vacant and available (each such space an "Expansion the “First Offer Space"”), then Sublandlord . Landlord shall notify Subtenant Tenant of the terms on which Sublandlord is willing Landlord intends to offer to lease such Expansion Spacethe First Offer Space (“Landlord’s ROFO Notice”), provided that the term of the First Offer Space shall be co-terminus to the Initial Term, but in no case shall the term be less than three (3) years, and the Annual Fixed Rent shall be at the then current Fair Market Rent (as determined in Section 2.6) taking into account all relevant factors. If Subtenant, within ten Within fifteen (1015) business days after receipt of Sublandlord's Landlord’s ROFO Notice, Tenant may, by written notice indicates in writing its agreement delivered to Landlord, (i) reject Landlord’s ROFO Notice, or (ii) unconditionally and irrevocably accept Landlord’s offer to lease the Expansion Space such space for Tenant’s own use on the terms stated set forth in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's noticeLandlord’s ROFO Notice. If Subtenant does not indicate in writing its agreement Tenant fails to lease timely respond as aforesaid, such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction failure shall be deemed a new determination by Tenant’s rejection of Landlord’s ROFO Notice. In the event Tenant exercises its right to the First Offer Space, Landlord and Tenant hereby agree to lease the Expansion Space and the amend those provisions of this paragraph Lease which are necessarily affected by the increase in the rentable area and leaving all other provisions of this Lease in full force and effect without modification. After Tenant takes possession of the First Offer Space, the term “Premises” as used in this Lease, shall again be applicabledeemed to refer to and include the First Offer Space. If Landlord’s ROFO Notice is rejected under clause (i) above (or deemed rejected through the Tenant’s failure to timely respond), then Landlord may enter into a lease for the First Offer Space providing for an effective Annual Fixed Rent equal to or less than five percent (5%) less than that specified in Landlord’s ROFO Notice. For clarity, in the event that the Landlord proposes to enter into a lease for the First Offer Space providing for an effective Annual Fixed Rent greater than five percent (5%) less than that specified in Landlord’s ROFO Notice, Landlord shall notify Tenant of such terms by sending an additional Landlord’s ROFO Notice that will be subject to the terms of the preceding paragraph.

Right of First Offer. If Sublandlord determines to sublease any -------------------- (a) Provided that this Lease shall be in full force and effect without default on the part of Tenant, and that the Master Premises other than leased premises are for sale, Lessor shall first give to Tenant notice of Lessor's willingness to sell the Subleased Premises leased premises to Tenant for the sales price set forth in such notice (each such space an the "Expansion SpacePrice Notice"), then Sublandlord . Tenant shall notify Subtenant have 15 days after Landlord gives the Price Notice to agree to purchase the leased premises for such price or reject the Price Notice. If Tenant does not return a copy of the terms on which Sublandlord is willing Price Notice to lease Lessor indicating thereon Tenant's unconditional agreement to so purchase within such Expansion Space15-day period, the Price Notice shall be deemed rejected. If SubtenantTenant rejects or is deemed to have rejected the Price Notice, Lessor shall be free to sell the leased premises to any other person or entity at the price stated in the Price Notice or at any higher price and on such commercially comparable terms as may have been set forth in the Price Notice. If, however, Lessor does not convey the leased premises to such other person within 150 days after the date Lessor gave the Price Notice, and if the leased premises are for sale, Lessor shall again offer the leased premises to Tenant by Price Notice as provided herein, and Tenant shall have the same right to agree to purchase the leased premises or reject the Price Notice. In the event Tenant agrees to purchase the leased premises as provided herein, Lessor and Tenant shall diligently and in good faith negotiate and execute a formal contract of sale for the leased premises within ten (10) business days after receipt of Sublandlord's written notice indicates in writing its such agreement is given to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's noticeTenant. If Subtenant does Lessor and Tenant do not indicate succeed in writing its agreement to lease so negotiating and executing such Expansion Space on the terms contained in Sublandlord's notice formal contract of sale within said such ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially Lessor shall convey the same leased premises within the 150-day period as those offered to Subtenantaforesaid, any further transaction this right of first offer shall then and thereupon be extinguished. Time is and shall be of the essence with respect to all of the time periods set forth in this SUBSECTION 30(A). (b) Lessor shall not be deemed to have failed to negotiate such formal contract of sale in good faith by requiring, among other things, (a) that the purchase price be paid by wire transfer or good certified or cashier's check, (b) that Tenant take title to the leased premises in "as is" condition and "subject to" those matters of record set forth in SECTION 2 other than those set forth in SUBSECTION 2(D), and (c) that Tenant deposit in escrow with Lessor's counsel a new determination down payment equal to ten (10%) percent of the sales price forfeitable as liquidated damages in the event of Tenant's default under such contract of sale. (c) The closing of the purchase of the leased premises by Landlord Tenant shall occur on a business date fixed by Tenant which is prior to lease the Expansion Space and 90th day following the provisions giving by Lessor of the operative Price Notice. (d) Neither this paragraph right of first offer nor a memorandum hereof shall again be applicablerecorded against the leased premises.

Right of First Offer. If Sublandlord determines to sublease any -------------------- part (a) Provided that as of the Master date of the giving of Landlord's Notice, (i) Tenant is the Tenant originally named herein, (ii) Tenant (or a successor entity permitted hereunder) actually occupies all of the Premises originally demised under this Lease and any space added to the Demised Premises, and (iii) no Event of Default exists or would exist but for the passage of time or the giving of notice, or both, if at any time during the Lease Term any lease for any space in the Building (the "Offered Space") expires, then Landlord, before offering such Offered Space to anyone, other than the Subleased Premises (each tenant then occupying such space an (or its affiliates), will offer to Tenant the right to include the Offered Space within the Demised Premises on the same terms and conditions upon which Landlord intends to offer the Offered Space for lease. (b) Such offer will be made by Landlord to Tenant in a written notice (the "Expansion SpaceFirst Offer Notice"), then Sublandlord shall notify Subtenant of which offer will designate the space being offered and specify the terms on which Sublandlord is willing Landlord intends to lease such Expansion offer with respect to the Offered Space. If Subtenant, Tenant may accept the offer set forth in the First Offer Notice by delivering to Landlord an unconditional acceptance ("Tenant's Notice") of such offer within ten (10) 5 business days after receipt delivery by Landlord of Sublandlordthe First Offer Notice to Tenant. Time will be of the essence with respect to the giving of Tenant's written notice indicates Notice. If Tenant does not accept (or fails to timely accept) an offer made by Landlord in writing the First Offer Notice, Landlord will be under no further obligation with respect to such space, except as provided herein. (c) Tenant must accept all Offered Space offered by Landlord at any one time if it desires to accept any of such Offered Space and may not exercise its agreement right with respect to only part of such space. In addition, if Landlord desires to lease more than just the Offered Space to one tenant, Landlord may offer to Tenant pursuant to the terms hereof all such space which Landlord desires to lease, and Tenant must exercise its rights hereunder with respect to all such space and may not insist on receiving an offer for just the Offered Space. (d) If Tenant at any time declines any Offered Space offered by Landlord, Tenant will be deemed to have irrevocably waived all further rights with respect to the Offered Space, and Landlord will be free to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Offered Space to a third party parties including on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as may be more or less favorable to Landlord than those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or Tenant; provided that if Sublandlord desires Landlord proposes to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord offer to lease the Expansion Offered Space and upon terms more than 10% less favorable to Landlord, then Landlord shall again provide Tenant with a First Offer Notice pursuant to the provisions of this paragraph shall again be applicableSection 24.20. Upon Landlord's request, Tenant will execute a release evidencing its waiver of such rights with respect to the Offered Space.

Right of First Offer. If Sublandlord determines Provided no Event of Default then exists, Landlord shall, prior to sublease offering the same to any -------------------- part of the Master Premises party (other than the Subleased Premises (each such space an "Expansion Space"then-current tenant therein), then Sublandlord first offer to lease to Tenant up to the entire space, but a minimum of approximately 50% of the space designated on Exhibit B (the “Offer Space”) in an “AS-IS” condition; such offer shall be in writing and specify the lease terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises ( the “Offer-Notice”). The Offer Space shall have a lease termination date coterminous with Tenant’s Lease so long as Tenant has at least thirty (30) months remaining on their term. Tenant shall notify Subtenant of Landlord in writing whether Tenant elects to lease the Offer Space on the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenantset forth in the Offer Notice and this paragraph, within ten five (105) business days after receipt of Sublandlord's written notice indicates in writing its agreement Landlord delivers to Tenant the Offer Notice. If Tenant timely elects to lease the Expansion Offer Space, then Landlord and Tenant shall execute an amendment to this Lease, effective as of the date the Offer Space is to be included in the Premises, on the terms stated set forth in Sublandlord's noticethe Offer Notice and, to the extent not inconsistent with the Offer Notice terms, the terms of this Lease; however, Tenant shall accept the Offer Space in an “AS-IS” condition and Landlord shall provide $6 per square foot to Tenant as an allowance for construction of Tenant Improvements. If Tenant fails or is unable to timely exercise its right hereunder, then Sublandlord such right shall sublease lapse, time being of the essence with respect to Subtenant the exercise thereof (it being understood that Tenant’s right hereunder is a one-time right only), and Subtenant shall sublease from Sublandlord Landlord may lease all or a portion of the Expansion Offer Space to third parties on such terms as Landlord may elect. Tenant may not exercise its rights under this Exhibit if an Event of Default exists or Tenant is not then occupying the terms stated in Sublandlord's noticeentire Premises. If Subtenant does not indicate in writing its agreement For purposes hereof, if an Offer Notice is delivered for less than all of the Offer Space but such notice provides for an expansion, right of first refusal, or other preferential right to lease such Expansion Space on some of the terms contained in Sublandlord's notice within said ten (10) business day periodremaining portion of the Offer Space, then Sublandlord such remaining portion of the Offer Space shall thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and excluded from the provisions of this paragraph section. Tenant’s rights under this section shall again be applicableterminate if (a) this Lease or Tenant’s right to possession of the Premises is terminated, (b) Tenant assigns any of its interest in this Lease or sublets more than 20% of the rentable square footage of the Premises or (c) less than two full calendar year remains in the initial Term of this Lease.

Right of First Offer. If Sublandlord determines Subject to sublease any -------------------- part the existing rights and the continued right of (and to continue) occupancy of the Master Premises other than tenants (and such tenant’s successors in interest) currently leasing space on the Subleased Premises seventh (each 7th) and eleventh (11th) floors of the Building, and any portion of the eighth (8th) floor of the Building not leased by Tenant, so long as there does not exist a default (beyond any applicable notice and cure period) by Tenant hereunder, Landlord hereby grants Tenant a right of first offer as to the space on the seventh (7th) and eleventh (11th) floors of the Building, and any portion of the eighth (8th) floor of the Building not leased by Tenant, on the following terms and conditions: (a) At such space an "Expansion time as Landlord desires to offer for lease or enter into a lease with respect to any portion of the Right of First Offer Space (such portion being referred to herein as the “Offered Space"”), then Sublandlord Landlord shall notify Subtenant provide Tenant a notice (“Landlord’s Notice of the terms on which Sublandlord is willing Interest”). (b) The deadline for Tenant to lease such Expansion Space. If Subtenant, within ten (10) business days after receipt of Sublandlord's written notice indicates in writing exercise its agreement right to lease the Expansion Offered Space (the “Exercise Deadline”) shall be thirty (30) days from the receipt of Landlord’s Notice of Interest. (c) If Tenant timely exercises this right of first offer, Tenant shall lease all of the Offered Space offered by Landlord in Landlord’s Notice of Interest, and on the terms and conditions as follows: (1) if Tenant elects to lease the Offered Space on or before November 1, 2008, Tenant shall lease the Offered Space on the same terms stated and conditions as applicable to the 8th Floor Expansion Space (except that the applicable tenant allowance shall be equal either to (x) the 8th Floor Expansion Space Allowance, if the Offered Space in Sublandlord's noticequestion has not previously been improved for occupancy by a tenant, or (y) $15.00 per square foot of Rentable Floor Area, if the Offered Space in question has previously been improved for occupancy by a tenant, in either case multiplied by a fraction, the numerator of which is the number of months remaining in the Lease Term and the denominator of which is 120); (2) the rent commencement date shall be ninety (90) days (if the Offered Space is 10,000 square feet of Rentable Floor Area or less), and one hundred fifty (150) days if the Offered Space is more than 10,000 square feet of Rentable Floor Area), after Landlord delivers the Offered Space to Tenant with all electrical, life safety, plumbing, heating, ventilation and cooling systems serving the Lockton Space being in good working order, free of tenancies, free of any wiring, cables and related equipment that Tenant has not elected to remain, and in compliance with all applicable laws, codes, regulations and ordinances, and (3) if Tenant elects to lease the Offered Space after November 1, 2008, the applicable Base Rental rate shall be the Market Base Rental Rate (as calculated pursuant to Section 56.3 of the Lease). If Landlord and Tenant are not able to agree upon the Market Base Rental Rate within thirty (30) days after Tenant exercises the right of first offer, the Market Base Rental Rate shall be determined pursuant to the arbitration procedures in Section 56.3 of the Lease. Landlord and Tenant shall enter into a new lease or an amendment to this Lease with respect to the Offered Space containing terms and conditions contemplated hereby. (d) If Tenant does not deliver its notice of intent to lease the Offered Space on or before the Exercise Deadline, or elects in such notice not to lease the Offer Space, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement this right of first offer to lease such Expansion the Offered Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall will lapse and be of no further effect and Landlord will have the right to sublease such Expansion lease the Offered Space to any third party; provided, however, if Landlord has not entered in a written lease or lease amendment, as applicable, for the Offered Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty eighty (120180) days after the expiration of said ten (10) business day periodTenant has elected not to, or if Sublandlord desires has been deemed to sublease such Expansion Space on economic terms which are have elected not substantially the same as those offered to Subtenantto, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and Offered Space, then this right of first offer will once again apply to the provisions of this paragraph shall again be applicableOffered Space.

Right of First Offer. If Sublandlord determines to sublease 16.1 For purposes of this Article, the "First Offer Space" shall mean any -------------------- Available space in the Premises not part of the Master Subleased Premises. "Available" means, as to any such space, that such space is vacant and free of any present or future possessory right now or hereafter existing in favor of any third party. No space in the Premises shall be deemed Available until at any time hereafter such space is first subleased by Sublandlord to a third party (other than the Subleased Premises (each Sublandlord or an Affiliate of Sublandlord or Overlandlord or an Affiliate of Overlandlord) and such space thereafter becomes vacant and free of rights of occupancy of third parties and not required by Sublandlord for occupancy by Sublandlord or an "Expansion Space"), then Affiliate. Sublandlord shall notify Subtenant of the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenant, within ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to renew or extend any subtenant's lease (whether not such sublease such Expansion contains a renewal or extension option) and grant to any subtenant (whether in its initial sublease or thereafter) any expansion options or rights to space in the Building, but so long as this Section 16 is in full force and effect, Sublandlord shall not grant any right of first offer or right of first refusal to another subtenant in the Premises which is superior to Subtenant's rights under this Section 16. Sublandlord shall have the right to surrender any portion of the First Offer Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially Overlandlord and cause the same ▇▇▇▇▇▇▇▇▇ to be terminated as those offered to such portion prior to Subtenant's valid delivery of an "Acceptance Notice" (as such term is hereinafter defined) with respect thereto, notwithstanding that such space might have otherwise become Available hereunder. If Sublandlord does not lease such Expansion Space within one hundred "Offer Period" means the period commencing on the Office Floor Sublease Commencement Date to and including the date which is twenty four (12024) days after months prior to the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicableSublease Expiration Date.

Right of First Offer. If Sublandlord determines Provided Tenant is not then in default of any obligations under this Lease beyond any applicable notice and cure periods and provided further that Tenant is occupying the entire Premises, subject to sublease the initial leasing of any -------------------- part space vacant as of the Master Premises Commencement Date and to the rights of other than tenants of the Subleased Premises Building as of the date hereof and to the conditions hereafter enumerated, Tenant shall have a right of first offer (each the “Right of First Offer”) with respect to any (i) space on the second floor of the Building (the “Second Floor Offer Space”) and (ii) space on the fourth floor of the Building (the “Fourth Floor Offer Space”, together with the Second Floor Offer Space, the “First Offer Space”). Subject to the conditions set forth herein, if (i) at any time during the Term of this Lease, the Second Floor Offer Space, or any portion thereof, becomes available for lease, or (ii) during the Term of this Lease, the Fourth Floor Offer Space, or any portion thereof, first becomes available for lease, Landlord shall offer such space an "Expansion Space"by written notice to Tenant (the “Availability Notice”) upon then-current market terms, including the Fair Market Rent for comparable leased space (not subleased), then Sublandlord situated in similar class, established office buildings in the Herndon, VA submarket, in similar physical and economic condition, engaged in then-prevailing ordinary rental market practices with respect to tenant concessions, including without limitation, rental abatement concessions, tenant improvements or allowances provided or to be provided, and any other monetary and nonmonetary concessions, if any, being granted to tenants in connection with comparable space (collectively, the “Offered Terms”). For the avoidance of doubt, the Fourth Floor Offer Space shall notify Subtenant of the terms be made available to Tenant only on which Sublandlord is willing to lease such Expansion Spacea one-time basis. If Subtenant, within Tenant shall have ten (10) business days after Tenant’s receipt of Sublandlord's written notice indicates the Availability Notice to notify Landlord in writing its agreement that Tenant wishes to lease the Expansion designated First Offer Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's noticeOffered Terms. If Subtenant does not indicate in writing its agreement Tenant delivers an Acceptance Notice to lease Landlord within such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter Landlord and Tenant shall have promptly execute an amendment to this Lease adding the right to sublease such Expansion First Offer Space to a third party on substantially similar the Premises upon the Offered Terms and such other terms stated in Sublandlord's notice, and conditions to which economic terms are substantially the same as those offered to SubtenantLandlord and Tenant have agreed upon therein. If Sublandlord does not lease Tenant fails to deliver an Acceptance Notice to Landlord within such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires Tenant responds within such ten (10) business day period but an amendment to sublease such Expansion Space on economic terms which are this Lease is not substantially the same as those offered to Subtenantexecuted within thirty (30) days of Tenant’s response, any further transaction then Tenant shall be deemed a new determination by Landlord to have elected not to lease such First Offer Space, and Tenant’s Right of First Offer with respect to such First Offer Space shall thereafter be deemed null and void, and Landlord shall have the Expansion right to lease all or any part of such First Offer Space to any third party. If Tenant delivers an Acceptance Notice to Landlord within such ten (10) business day period, but challenges the determination of the Fair Market Rent, the Fair Market Rent shall be determined according to the procedure set forth in Section 41(c). Notwithstanding anything contained in this Lease to the contrary: (1) the rights granted to Tenant under this Article 42 are intended to be personal to Tenant and may not be exercised by any assignee or sublessee of Tenant; and (2) Landlord shall have no obligation to offer any First Offer Space to Tenant during the provisions of twenty-four (24) months immediately preceding the Expiration Date, unless Tenant has theretofore exercised its right pursuant to Article 41 above to renew this paragraph shall again be applicableLease for the Renewal Period.

Right of First Offer. If Sublandlord determines 29.4.1 Subject to sublease any -------------------- part the expansion rights of other tenants in the Building, if any, as of the Master Premises other than date hereof and described in EXHIBIT F of this Lease, during the Subleased Premises Lease Term, Landlord agrees that, as and when (or if practicable, within reasonable proximity, not to exceed [***] months prior, to the date) space becomes available for lease in the Building, Landlord shall give notice (an "Offer Notice") to Tenant of the terms upon which Landlord is willing to lease to Tenant that portion of the Building which Landlord believes will be coming available as identified in Landlord's notice (each such space space, an "Expansion Offer Space"), then Sublandlord shall notify Subtenant including (i) a description of the terms rentable area of each Offer Space; (ii) the date on which Sublandlord Landlord estimates in good faith that such Offer Space will be available for occupancy; (iii) the annual "Base Rent" per square foot of rentable area which Landlord intends to charge for such space, including all fixed and/or indexed adjustments to said rate (and which shall be based upon Landlord's good faith determination of the fair market rental and escalations for such space); (iv) the proposed lease term for such space (and which shall be based upon Landlord's good faith determination of market terms for the term of a new lease); (v) the condition the space is willing proposed to be placed in as of the commencement of the proposed lease; and (vi) all other terms which Landlord intends to offer with respect to such space, including any tenant improvement allowance. 29.4.2 Tenant may, within [***] business days after the receipt of the Offer Notice, give notice to Landlord agreeing to lease all of (but not less than all of) the Offer Space in accordance with the terms set forth in the Offer Notice. If Tenant shall give such notice, then Landlord shall within thirty (30) days deliver to Tenant a lease ("Offer Lease") of the Offer Space having the terms specified in the Offer Notice and otherwise consistent with the legal terms of this Lease. 29.4.3 Should Tenant fail to give notice under Subparagraph 29.4.2 above within the time provided, Tenant shall be deemed not to have exercised this Right of First Offer, and Landlord shall be free to lease such Expansion Offer Space to a third party; PROVIDED that if Landlord has not executed a lease for the Offer Space. If Subtenant, or any portion thereof, within ten [***] after such date, or if Landlord shall negotiate (10or seek to negotiate) a lease for the Offer Space (or such portion) at a net effective rental rate which is less than [***] of the net effective rental rate which was set forth in Landlord's most recent Offer Notice for such Offer Space, Landlord will, prior to executing such lease or continuing to seek a tenant under such revised terms, provide a revised Offer Notice to Tenant with respect to such Offer Space (or portion), reflecting the applicable revised terms, and Tenant will have the right, pursuant to Section 29.4.2, above, to exercise its option rights under the terms set forth in such revised Offer Notice for a period of five (5) business days after its receipt of Sublandlordsuch revised Offer Notice. Should Tenant fail to execute and deliver an Offer Lease to Landlord within the [***] business day period after delivery to Tenant of such Offer Lease reflecting the agreed upon terms, then this Section 29.4 shall thereafter be null and void and of no further force and effect. Time is of the essence of this Section 29.4. 29.4.4 In connection with Tenant's written notice indicates possible expansion into any space leased to a tenant of the Building which is proposed to be subleased or assigned by such tenant during the [***] year period in which this Right of First Offer is in effect, Landlord agrees to notify Tenant in writing of its agreement to lease the Expansion Space on the terms stated in Sublandlord's noticereceipt of any proposed sublease or assignment it receives from such tenant during such period (which notice shall also state whether, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day periodupon what terms, then Sublandlord thereafter shall have Landlord has the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially recapture all or any part of the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicableapplicable premises).

Right of First Offer. If Sublandlord determines A. Landlord hereby grants to sublease Tenant the one-time option to lease, upon the terms and conditions hereinafter set forth, any -------------------- part rentable space on the twelfth (12th) and thirteenth (13th) floor of the Master Premises Building (the “Offer Space”) which becomes available for leasing (as determined in accordance with paragraph (B) below) during the Offer Period (hereinafter defined), prior to entering into a lease for such space with another party. B. The Offer Space shall be deemed to be “available for leasing” when Landlord is prepared to offer to lease the Offer Space to any party other than the Subleased Premises (each such space an "Expansion Space"), then Sublandlord shall notify Subtenant current occupant of the terms on which Sublandlord is willing Offer Space or the following current tenant of the Building with existing rights to lease such Expansion Spacespace: TIFF Advisory Services, Inc. with respect to any rentable space on the thirteenth (13th) floor. C. Prior to Landlord’s marketing the Offer Space that is available for leasing during the Offer Period, Landlord shall give Tenant a written notice (the “Offer Notice”) setting forth (i) the location, (ii) the rentable area, (iii) the rental rate, (iv) all other material economic terms and (v) the anticipated availability date (the “Offer Space Commencement Date”). D. Tenant’s right to lease the Offer Space shall be exercisable by written notice (the “Acceptance Notice”) from Tenant to Landlord delivered not later than ten (10) Business Days after the Offer Notice is delivered to Tenant, time being of the essence. Tenant may not elect to lease less than the entire portion of Offer Space described in the Offer Notice. If SubtenantTenant does not exercise the right to lease the Offer Space, then Landlord shall have the right thereafter for a period of one year to lease such space in its entirety to another prospective tenant on rental terms equal to or higher than those set forth in the Office Notice without further offering such space to Tenant, and within ten (10) business days after receipt Business Days of Sublandlord's written notice indicates Landlord’s request therefor, Tenant shall execute and deliver to Landlord a certification, in writing its agreement recordable form, confirming the Tenant’s failure to exercise (or waiver of) such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the failure or waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. If the one year period expires without Landlord entering into a lease of the Offer Space, or Landlord desires to lease the Expansion Offer Space at a rental rate less than 90% of the rental rate set forth in the Offer Notice, Landlord shall again offer the Offer Space to Tenant before leasing to a third party. If Tenant has validly exercised its option to lease the Offer Space, then the Offer Space shall be included in the Premises, subject to all the agreements, terms and conditions of the Lease as modified by the terms set forth in the applicable Offer Notice. E. Tenant’s right to lease Offer Space is subject to the following additional terms and conditions: 1. This Lease must be in full force and effect on the terms stated in Sublandlord's notice, then Sublandlord shall sublease date on which Tenant exercises its option of first offer to Subtenant lease Offer Space and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated Offer Space Commencement Date; 2. No Event of Default by Tenant exists under this Lease, either on the date Tenant exercises its option to lease Offer Space or on the Offer Space Commencement Date, unless Landlord, in Sublandlord's notice. If Subtenant does not indicate its sole and absolute discretion, agrees in writing its agreement to permit Tenant to lease such Expansion Offer Space notwithstanding such default; and 3. Tenant shall not have assigned this Lease and shall not have sublet any portion of the Premises (except in connection with a Permitted Transfer). F. If Tenant has validly exercised its option to lease the Offer Space, then effective as of the Offer Space Commencement Date, the Offer Space shall be included in the Premises, subject to all of the terms, conditions and provisions of this Lease except that: 1. The Rentable Area in the Premises shall be increased by the number of square feet of rentable area in the Offer Space and such Rentable Area in the Premises, as so increased, shall be used in calculating the increases in Tenant’s Pro Rata Share; 2. The Annual Base Rent for the Offer Space shall be the Annual Base Rent per Rentable Square Foot specified in the Offer Notice; 3. The Lease Term with respect to the Offer Space shall commence on the terms contained Offer Space Commencement Date and shall expire simultaneously with the expiration or earlier termination of the Lease Term, including any extension or renewal thereof; and 4. The Offer Space shall be rented in Sublandlord's notice within said ten (10) business day periodits “as is” condition as of the Offer Space Commencement Date, without representation or warranty by Landlord or any other party acting on behalf of Landlord and in no event shall Landlord have any obligation to perform any work to the Offer Space for use or occupancy by Tenant or provide Tenant any allowance therefor, except to the extent otherwise set forth in the Offer Notice. G. If Landlord fails to deliver possession on the Offer Space Commencement Date of the Offer Space because of any act or occurrence beyond the reasonable control of Landlord, then Sublandlord thereafter Landlord shall have not be subject to any liability for failure to deliver possession, and such failure to deliver possession shall not affect either the validity of the Lease or the obligations of either Landlord or Tenant thereunder or be construed to extend the expiration of the Lease Term either as to the Offer Space or the balance of the Premises; provided, however, that under such circumstances, (i) Landlord shall make reasonable efforts to obtain possession of such portion of the Offer Space and (ii) Rent shall not commence as to such portion of the Offer Space until Landlord is able to deliver possession thereof to Tenant. H. Upon the valid exercise by Tenant of its option to lease Offer Space, Landlord and Tenant shall promptly enter into a written amendment to this Lease reflecting the terms, conditions and provisions applicable to such portion of the Offer Space, as determined in accordance herewith. I. In the event any portion of the Offer Space is leased to Tenant other than pursuant to the right of first offer described herein, such portion of the Offer Space shall thereupon be deleted from the Offer Space. J. As used herein, the term “Offer Period” shall mean the period commencing on the date of this Lease and expiring on the date which is twenty-four (24) months prior to sublease such Expansion the Termination Date, provided, however, that Tenant’s rights to the Offer Space shall expire with respect to any portion of the Offer Space once the said portion is leased to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicableparty.

Right of First Offer. If Sublandlord determines to sublease any -------------------- part Provided that Tenant is not in default under the terms of the Master Premises other than Lease beyond all applicable notice and cure periods hereunder, Tenant shall have a one-time right of first offer to lease space identified on Exhibit "E" attached hereto and located on the Subleased Premises (each such space an "Expansion Space"), then Sublandlord shall notify Subtenant second and first floors of the Building, consisting of approximately 25,000 rentable square feet and 58,000 rentable square feet in the aggregate, respectively, upon the following terms on and conditions. (a) In the event that Landlord anticipates that all or any portion of the First Offer Space may become available during the Term, Landlord shall give Tenant written notice of the availability of such First Offer Space setting forth the terms and conditions (including, without limitation, the rental rate and the commencement and duration of the proposed term, etc.) upon which Sublandlord is Landlord would be willing to lease such Expansion SpaceFirst Offer Space ("Landlord's Availability Notice"). If Subtenant, within Within ten (10) business days after Tenant's acceptance receipt of SublandlordLandlord's Availability Notice, Tenant must give Landlord written notice indicates in writing its agreement pursuant to which Tenant shall elect either (i) to lease the Expansion such First Offer Space on the terms stated and conditions set forth in SublandlordLandlord's noticeAvailability Notice, then Sublandlord shall sublease or (ii) to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement decline to lease such Expansion Space on the terms contained in Sublandlord's notice First Offer Space. If Tenant fails to elect clause (i) within said such ten (10) business day 10)-day period, then Sublandlord thereafter Tenant shall be deemed to have declined to lease the First Offer Space. In the event that Tenant declines (or is deemed to have declined) to lease the First Offer Space, then Landlord shall be free to Lease such First Offer Space to any other party(-ies) without any further obligation to Tenant hereunder, provided, however that Tenant shall retain its first offer rights hereunder with respect to any part of the First Offer Space (i) not covered by Landlord's Availability Notice and (ii) not covered by any previous Landlord's Availability Notice. (b) If Tenant chooses to lease the First Offer Space in accordance with subparagraph (a) above, then Landlord and Tenant shall execute an amendment to the Lease to provide for the inclusion of the First Offer Space under the terms and conditions set forth in Landlord's Availability Notice. Except as provided in Landlord's Availability Notice, all other terms and conditions of the Lease shall apply to the First Offer Space except that (i) Tenant's Fraction with respect to Operating Costs shall be increased to take into account the additional square footage of the First Offer Space and all other figures in the Lease affected by the addition of such square footage shall be adjusted accordingly, (ii) Landlord shall not be required to perform any improvements to the First Offer Space unless specifically provided for in Landlord's Availability Notice, and (iii) Tenant shall not be entitled to any allowances, credits, options or other concessions with respect to the First Offer Space unless specifically provided for in Landlord's Availability Notice. (c) The effective date of the addition of the First Offer Space to the Demised Premises shall be the later of (i) the thirty-first (31st) day after Tenant's acceptance of Landlord's Availability Notice, or (ii) the date that Landlord delivers possession of the First Offer Space to Tenant in accordance with the terms of Landlord's Availability Notice. (d) Except as otherwise provided in Landlord's Availability Notice, Tenant agrees to accept the First Offer Space in its "AS IS" condition, in the then current physical state and condition thereof, without any representation or warranty by Landlord. (e) If Tenant fails to exercise its right of first offer strictly in accordance with the provisions of this Section, then Landlord shall have the right to sublease lease such Expansion First Offer Space to a third party on substantially similar any other party(ies) with no further obligation to offer such space to Tenant pursuant to the terms stated in Sublandlordof this Section. (f) Notwithstanding anything herein to the contrary, Tenant's noticeRight of First Offer hereunder is subject to all expansion, extension, renewal, first offer, first refusal and other rights to lease, as applicable, which economic terms are substantially Landlord (or any predecessor to Landlord's interest in the same Property) has granted to other tenants of the Building prior to the date of this Lease. Thus, Landlord's Availability Notice will be delivered to Tenant only after Landlord has appropriately notified and received negative responses from all other tenants with rights in the First Offer Space superior to Tenant's. Landlord acknowledges that, as those offered of the date hereof, the following tenants have rights to Subtenant. If Sublandlord does not lease such Expansion the First Offer Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially superior to the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions rights of this paragraph shall again be applicable.Tenant: Scientific Applications International Corporation

Right of First Offer. If Sublandlord determines Provided (i) Tenant is not then in default (beyond any applicable cure period) in any of its obligations under this Lease, and (ii) Landlord desires to sublease lease the Option Space (hereinafter defined) to any -------------------- part party, other than (a) the party then occupying the Option Space, or (b) to an existing tenant at the Property having a pre-existing right of first offer with respect to the Option Space, Landlord agrees that, during the term of this Lease, including any Option Term, Tenant shall have the right of first offer to enter into a lease of certain other premises in the Building, consisting of approximately 21,268 square feet of leasable area contiguous to the Premises designated on Exhibit A-1 as “Option Space” (the “Option Space”) in accordance with the terms and conditions set forth in this Section 9, as follows: (a) Landlord shall, prior to entering into a lease for the Option Space, send to Tenant a notice of the Master Premises other than the Subleased Premises (each availability of such space an "Expansion Space"and the terms and conditions under which Landlord proposes to lease the Option Space to Tenant (the “Offer Notice”). (b) Within ten (10) business days after Tenant’s receipt of the Offer Notice, Tenant shall notify Landlord that Tenant either (i) agrees to lease the Option Space under the terms described in the Offer Notice, or (ii) does not desire to lease the Option Space under the terms described in the Offer Notice. Except as provided for in Section 9(e), a failure by Tenant to timely elect the option described in clauses (i) or (ii) above shall be deemed to be a waiver by Tenant of any further right to lease the Option Space under this Section. (c) If Tenant exercises its option to lease the Option Space under this Section, then Sublandlord Tenant shall notify Subtenant of execute a lease amendment embodying the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenantset forth in the Offer Notice, within ten (10) business days after receipt Landlord submits any such lease amendment to Tenant. Said lease amendment shall provide that the following terms and conditions shall apply to the Option Space: (i) Tenant agrees to accept the Option Space “as is” in its then existing condition and Landlord shall have no construction obligations with respect thereto, unless an allowance for renovation of Sublandlord's written notice indicates the Option Space was specified in writing the Offer Notice, in which event such provisions respecting such allowance shall be included in the lease amendment; and (ii) The Base Rent for the Option Space shall be the then Prevailing Market Rent of comparable space within the Gaithersburg, Maryland market area. (d) Landlord may, at its agreement option, in lieu of a narrative description of the terms to be described in the Offer Notice, submit to Tenant a lease amendment document setting forth the terms of a proposed lease amendment, in which event Tenant’s exercise of its option to lease the Expansion Option Space on shall be made by Tenant’s execution of such lease amendment document and its return to Landlord within the applicable time periods set forth in paragraph (b) or (c) of this Section. If Landlord does not submit a lease amendment document to Tenant at the time the Offer Notice is given, and Tenant exercises its option to lease the Option Space under such terms, then Tenant shall execute a lease amendment embodying the terms stated set forth in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice Offer Notice within said ten (10) business day perioddays after Landlord submits any such lease amendment to Tenant, then Sublandlord thereafter as provided in paragraph (c) above. (e) For the duration of the Lease term (including any Option Terms exercised hereunder), Tenant shall have a continuing right of first offer to lease the Option Space under this Section 9 each time such Option Space becomes available for lease even though Tenant may have declined Landlord’s offer to lease the Option Space in accordance with this Section 9 on previous occasions. (f) Tenant’s right to lease the Option Space shall be conditioned upon Tenant’s full and complete compliance with all of the terms and conditions of the Lease prior to the date of any Offer Notice, and Tenant’s option to lease the Option Space shall terminate when the term of this Lease expires or terminates. (g) Time shall be of the essence with respect to Tenant’s right of first offer under this Section. (h) Regardless of any election of Tenant to lease the Option Space, this Lease shall nonetheless remain in full force and effect until the expiration date provided herein. (i) In the event Tenant exercises its option to lease the Option Space under this Section 9, Landlord hereby agrees that upon not less than ten (10) days notice to Landlord and Tenant’s satisfaction of the insurance requirements set forth in Article 17 of the Lease, Tenant shall have the right to sublease enter upon the Option Space for a period of two (2) weeks prior to the rent commencement date as set forth in the lease amendment for the addition of such Expansion Option Space to a third party on substantially similar terms stated the Premises for the purpose of installing Tenant’s phones, data systems, furniture and equipment, all at Tenant’s sole cost and expense. Tenant agrees to indemnify, defend and hold Landlord harmless from and against all loss, costs, damage, expense or liability Landlord may incur arising wholly or in Sublandlord's notice, which economic terms are substantially part from Tenant’s early entrance into the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Option Space within one hundred twenty (120) days after for the expiration purpose of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination performing certain work in accordance with plans and specifications approved by Landlord to make the Option Space suitable for Tenant’s use in accordance with the Lease. (i) Definition: As used herein, the term “Prevailing Market Rent” means the most probable rent (as determined pursuant to the appraisal procedure hereinafter set forth) at which the Option Space would be leased in a comparable and open market, under all conditions requisite to a fair lease, the Landlord and Tenant each acting prudently, knowledgeable, and assuming the rent is not affected by undue stimulus. Implicit in this definition is the consummation of the lease of such space beginning on the Expansion commencement date of the lease of the Option Space and the provisions of this paragraph shall again be applicable.under conditions whereby:

Right of First Offer. If Sublandlord determines to sublease any -------------------- part Section 33.1 For the purposes of this Lease, the portion of the Master Premises fifth (5th) floor of the Building substantially where shown in hatching on Schedule 1 to this Exhibit “B” is herein referred to as the “Offer Space”). Landlord had advised Tenant that Landlord is presently negotiating a lease agreement for the Offer Space with Atlantic Theater Company (who, together with its affiliates, subsidiaries and/or designees, is herein referred to as the “Proposed Other Tenant”). If Landlord, in its sole and absolute discretion, decides to terminate such negotiations with the Proposed Other Tenant prior to consummating such lease agreement, and all other than Persons who, on the Subleased Premises date of the First Amendment (each such space an "Expansion Space"as hereinafter defined), then Sublandlord shall notify Subtenant of have the terms on which Sublandlord is willing right or option to lease the Offer Space waive (or are deemed to have waived) such Expansion Space. If Subtenantrights or options (Tenant agreeing that the Offer Space Option (as hereinafter defined) is subject to all of such rights and options), within Landlord shall so notify Tenant (such notice being herein referred to as the “Offer Space Notice”), in which event, provided that on the date Landlord gives to Tenant the Offer Space Notice this Lease is in full force and effect and no Event of Default exists, during the ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement Business Day period commencing on the date that Landlord gives the Offer Space Notice to Tenant, Tenant shall have the option (the “Offer Space Option”) to lease the Expansion Offer Space from Landlord for the period (the “Offer Space Term”) commencing on date (the “Offer Space Commencement Date”) which is the eleventh (11th) Business Day commencing on the terms stated in Sublandlord's notice, then Sublandlord shall sublease date that Landlord gives the Offer Space Notice to Subtenant Tenant and Subtenant shall sublease from Sublandlord the Expansion Space ending on the terms stated last day of the term of this Lease, upon all of the terms, covenants and conditions of this Lease, except as otherwise expressly set forth in Sublandlord's noticethis Article. If Subtenant does not indicate Tenant shall exercise the Offer Space Option only by giving Landlord notice thereof (the “Exercise Notice”), together with an unendorsed bank or certified check payable to the order of Landlord in writing its agreement the amount of $237,562.50 (the “Additional Security”), as an addition to lease the Security Deposit, both on or before the last day of such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business Business Day period (which last day periodis hereinafter referred to as the “Exercise Notice Date”), then Sublandlord thereafter TIME BEING OF THE ESSENCE. Section 33.2 Tenant shall have the no right to sublease such Expansion exercise the Offer Space Option unless all of the following conditions have been satisfied or waived by Landlord on the date of the Exercise Notice and on the Offer Space Lease Commencement Date: (i) No default under any of the monetary terms, covenants or conditions under this Lease on Tenant’s part to a third party on substantially similar terms stated observe, perform or comply with, and no Event of Default, shall have occurred and be continuing under this Lease; and (ii) Switch & Data/NY Facilities Company LLC shall occupy all of the then-existing Premises Area. Section 33.3 Notwithstanding anything contained in Sublandlord's noticethis Article to the contrary, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Offer Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction Option shall be deemed revoked, null and void, and of no further force or effect, and the Exercise Notice (or purported Exercise Notice) given in connection with Tenant’s attempt to exercise the Offer Space Option shall be ineffective and void ab initio as an Exercise Notice, (a) if Tenant fails to give the Exercise Notice and the Additional Security to Landlord on or before the Exercise Notice Date, TIME BEING OF THE ESSENCE, in the manner hereinbefore provided, or (b) if the notice given to Landlord amends, modifies or supplements (or attempts or purports to amend, modify or supplement) any of the Offer Terms (as hereinafter defined), or (c) if on the Offer Space Lease Commencement Date, this Lease is not in full force and effect or a new determination by default under any of the monetary terms, covenants or conditions under this Lease on Tenant’s part to observe, perform or comply with, or an Event of Default, shall have occurred and be continuing under this Lease; Tenant hereby agreeing that Landlord, in its sole and absolute discretion, may waive any one (1) or more or the conditions set forth in this Section, provided such waiver is expressly set forth in a written notice to Tenant from Landlord. Section 33.4 If Tenant shall give the Exercise Notice to Landlord on or before the Exercise Notice Date, TIME BEING OF THE ESSENCE, and in the manner set forth in Section 33.1 above and subject to lease the Expansion Space and the provisions of Sections 33.2 and 33.3 above, then on the Offer Space Commencement Date, this paragraph Lease shall again be applicable.amended as follows: (a) Landlord shall lease the Offer Space to Tenant, and Tenant shall hire the Offer Space from Landlord, by adding the Offer Space to the Original Premises;

Right of First Offer. If Sublandlord determines Landlord hereby covenants and agrees that Tenant shall have a "Right of First Offer" to sublease any -------------------- part purchase the Premises. Such Right of First Offer is granted on and subject to the Master Premises other than following terms and conditions: (a) If, when and as Landlord desires to sell the Subleased Premises (each such space an or a portion thereof) to a bona fide third-party, Landlord shall promptly notify Tenant, in writing (a "Expansion SpaceROFO Notice"), . Tenant shall then Sublandlord shall notify Subtenant of the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenant, within ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease purchase the Premises on the terms and conditions hereinafter set forth. (b) Upon Tenant's receipt of the ROFO Notice, Tenant shall have thirty (30) days ("ROFO Response Period") in which to advise Landlord, in writing (the "ROFO Response"), whether or not Tenant desires to exercise its Right of First Offer. The ROFO Response shall describe the economic and other relevant terms and conditions upon which Tenant is prepared to purchase the Premises from the Landlord (the "ROFO Terms"). (c) If Tenant fails to timely deliver a ROFO Response, then Tenant, except as otherwise set forth herein, shall automatically be deemed to have waived its Right of First Offer with respect to its opportunity to purchase the Premises. In that event, Landlord shall be free to sell the Premises to one or more third parties (a "ROFO Sale"). (d) If Tenant timely delivers a ROFO Response and Landlord is in agreement with the ROFO Terms as set forth in the ROFO Response, then, within thirty (30) days of Tenant's delivery of the ROFO Response to Landlord, Landlord and Tenant shall execute and enter into a purchase and sale agreement containing the ROFO Terms and such Expansion Space other terms as mutually agreed ("Purchase and Sale Agreement"), pursuant to which Tenant shall purchase the Premises on all of the terms and conditions set forth in the Purchase and Sale Agreement. If Landlord and Tenant enter into a Purchase and Sale Agreement and Tenant terminates the agreement pursuant to the terms thereof or fails to close the purchase of the Premises through no fault of Landlord, then Tenant's Right of First Offer shall automatically terminate and be of no further force or effect. (e) If Tenant timely delivers a ROFO Response and Landlord is not in agreement with the ROFO Terms as set forth in the ROFO Response, then Landlord has the right to pursue the sale of the Premises to a third party on substantially similar terms stated in Sublandlord's noticepurchaser; provided, which economic terms are substantially however, the same as those offered Landlord agrees that the sale of the Premises to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction a third party purchaser shall be deemed a new determination by Landlord on such terms and conditions that are economically superior to lease the Expansion Space and ROFO Terms as set forth in the provisions of this paragraph shall again be applicableROFO Response.

Right of First Offer. If Sublandlord determines Seller proposes to sublease consummate an acquisition of any -------------------- part decreed tributary surface water rights below Pueblo Reservoir in the Arkansas River or its tributaries that are subject to the jurisdiction of Division 2 of the Master Premises other than the Subleased Premises Colorado Water Court or additional shares of stock in Fort Lyon Canal Company (each such space an "Expansion Space"collectively, “Arkansas Water Rights”), then Sublandlord Seller shall notify Subtenant promptly, and in any event not fewer than thirty (30) days prior to the Closing of any such acquisition, give Pure Cycle written notice of the proposed acquisition, which notice shall describe in reasonable detail the terms on which Sublandlord Seller believes the acquisition can be consummated and the Arkansas Water Rights to be acquired. Seller shall also deliver to Pure Cycle all due diligence materials it has with respect to the proposed acquisition. Pure Cycle shall have twenty (20) days to determine whether it is willing to lease such Expansion Spaceinterested in pursuing the proposed acquisition. If SubtenantPure Cycle determines to pursue the acquisition, Seller shall fully cooperate with and assist (at no charge to Seller other than its normal overhead expenditures) Pure Cycle in consummating the acquisition. If Pure Cycle is unwilling to pursue the acquisition or unable to negotiate a definitive agreement with the owner(s) of the water rights which are the subject of the proposed acquisition within ten three (103) business days after receipt of Sublandlord's written notice indicates in writing its agreement to lease the Expansion Space on the terms stated in Sublandlord's noticemonths, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord Seller may pursue such proposed acquisition on its own behalf; provided, however, that if Seller acquires the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice subject water rights within said ten six (106) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days months after the expiration of said ten the three (103) business day periodmonth period referenced above on terms and conditions which, taken as a whole, are comparable to or if Sublandlord desires more favorable to sublease the Seller than the terms that Pure Cycle offered the owner(s) of the subject water rights, then at Pure Cycle’s request made within thirty (30) days after Seller notifies Pure Cycle of such Expansion Space purchase by Seller, Seller shall sell the subject water rights to Pure Cycle on economic terms which are not substantially the same terms and conditions as those offered Seller acquired the subject water rights plus reasonable costs and expenses, including attorneys’ fees and carrying costs, incurred by Seller to Subtenantcomplete the acquisition. If Seller does not enter into an agreement in principle with the owner(s) of the subject water rights, within six (6) months after the expiration of the three-month period referenced above, then Seller prior to any further transaction shall subsequent attempt to acquire the subject water rights will be deemed a new determination required to notify Pure Cycle regarding any future proposed acquisition of the subject water rights in accordance with this Section. If Seller determines that its or Pure Cycle’s ability to acquire any Arkansas Water Rights that would otherwise be subject to the Right of First Offer set forth in this Section would be impaired by Landlord to lease compliance with the Expansion Space and the timing provisions of this paragraph Section, Seller may acquire the subject water rights without first complying with this Section, provided that Seller shall again promptly offer to sell the subject water rights to Pure Cycle in accordance with the foregoing procedures (as if Pure Cycle had been offered the right to purchase the subject water rights from a third-party seller). If Pure Cycle elects to purchase the subject water rights from Seller, it will do so on the same terms and conditions as Seller acquired the subject water rights plus reasonable costs and expenses, including attorneys’ fees and carrying costs, incurred by Seller to complete the acquisition of the subject rights and the sale of such rights to Pure Cycle hereunder. All obligations under this Section shall terminate three (3) years after the Closing Date plus any additional period required in order for either party to have the full benefit of its rights set forth above, which in any event shall not be applicablemore than six (6) months.

Right of First Offer. If Sublandlord determines In addition to sublease any -------------------- part the right of first offer described in Exhibit F of Amendment No. 2, which Tenant shall continue to have (notwithstanding Section 6 above), from and after the date hereof, Tenant shall be granted the right of first offer contained in Exhibit E hereto, provided that, from and after the date hereof, and with respect to the tenth and eleventh floors of the Master Premises other than Building, the Subleased Premises (each right of first offer described in Exhibit E hereto shall be primary to the right of first offer described in Exhibit F of Amendment No. 2, and while the right of first offer contained in Exhibit E hereto is effective, the right of first offer described in Exhibit F of Amendment No. 2 shall not apply to the tenth or eleventh floors of the Building. For example, if 12,000 rentable square feet of space become available on the tenth floor of the Building while both rights of first offer remain effective, Landlord’s obligation to offer such space an "Expansion Space"shall be pursuant to the right of first offer contained in Exhibit E hereto, and not pursuant to the right of first offer described in Exhibit F of Amendment No. 2. Should Tenant lease any portion of the Offer Space (defined in Exhibit E hereto) located on the eleventh floor of the Building, Tenant may, by delivering written notice to Landlord, request that Landlord, at Tenant’s sole cost and expense, cause the elevator bank serving the Building’s fourth through tenth floors to additionally serve the eleventh floor (and all permits and work associated with the same shall be referred to herein as the “Eleventh Floor Elevator Work”). Should Tenant deliver such written request, Landlord shall, within a reasonable time period, competitively bid the Eleventh Floor Elevator Work to three contractors approved by Landlord in its reasonable discretion, and upon receipt of such bids shall provide the same to Tenant, whereupon Tenant shall be permitted to decide whether to proceed with the Eleventh Floor Work. Should Tenant elect to proceed with the Eleventh Floor Elevator Work (which election shall be made in writing to Landlord), then Sublandlord Landlord (a) shall notify Subtenant of the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenant, within ten (10) business days a reasonable time period after receipt of Sublandlord's such election, apply for all applicable permits and approvals with respect to the Eleventh Floor Elevator Work, and (b) upon receipt of the required permits and approvals referenced in clause (a) and selection of a contractor as referenced in the previous sentence, shall cause the Eleventh Floor Elevator Work to be performed within a commercially reasonable period of time. Tenant shall reimburse Landlord for all costs associated with the Eleventh Floor Elevator Work within 30 days following Landlord’s delivery of written notice indicates in writing its agreement request therefor (and for the avoidance of doubt, Landlord shall be entitled to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's noticerequest multiple draws). If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after Following the expiration or earlier termination of said ten (10) business day periodthe Lease, or if Sublandlord desires Tenant shall not be required to sublease such Expansion Space on economic terms which are not substantially restore the same as those offered to Subtenant, any further transaction Eleventh Floor Elevator Work. The entire Eleventh Floor Elevator Work shall be deemed a new determination by Landlord to lease the Expansion Space performed at Tenant’s sole cost and the provisions of this paragraph shall again be applicableexpense.

Right of First Offer. If Sublandlord determines (A) On the conditions (which conditions Landlord may waive by written notice to sublease any -------------------- part Tenant) that both at the time that the Available ROFO Space first becomes available and as of the Master date upon which the ROFO Premises which ▇▇▇▇▇▇ has elected to lease pursuant to this Section 17.4 would have otherwise become incorporated into the Premises: (i) there exists no Event of Default, (ii) this Lease is still in full force and effect, and (iii) Tenant has neither assigned this Lease nor sublet more than thirty-three percent (33%) of the Rentable Floor Area of the Premises (excluding any assignment or subletting permitted in accordance with Sections 12.2 and 12.8 hereof), prior to accepting any offer to lease Available ROFO Space to a third party other than a third party with Prior Rights, Landlord will first offer such Available ROFO Space to Tenant for lease pursuant to this Section 17.4. (B) Landlord’s written notice to Tenant (“Landlord’s ROFO Notice”) offering Tenant any Available ROFO Space shall specify the Subleased Premises location and rentable area of the Available ROFO Space, Landlord’s quotation of a proposed annual rent for the Available ROFO Space (each such space an "Expansion Space"“Landlord’s ROFO Space Rent Quotation”), then Sublandlord Base Amounts for Operating Expenses and Taxes, tenant improvement allowances (if any), and all other material terms and conditions which will apply to the Available ROFO Space, provided that the term for the Available ROFO Space shall be coterminous with the Original Lease Term or the Extension Term of this Lease, subject to Section 17.4(C) below. Tenant must notify Subtenant Landlord, within twenty (20) days of Landlord’s ROFO Notice given pursuant to this Section 17.4(B) that (i) Tenant elects to lease all of the Available ROFO Space, on the terms on which Sublandlord is willing to lease such Expansion Spaceset forth in Landlord’s ROFO Notice, or (ii) Tenant rejects Landlord’s offer. If SubtenantTenant has accepted Landlord’s terms for such Available ROFO Space, Landlord and Tenant shall execute an amendment to this Lease incorporating the Available ROFO Space into the Premises upon the terms contained in Landlord’s ROFO Notice, and otherwise on substantially the same terms and conditions as contained in this Lease, within ten (10) business days, but failure of the parties to execute such an amendment shall have no effect on the effectiveness of the expansion of the Premises to include such Available ROFO Space and the economic terms associated therewith, as set forth above. If Tenant rejects Landlord’s offer as to the Available ROFO Space, or fails to notify Landlord within said twenty (20) day period that Tenant intends to lease such Available ROFO Space, Landlord shall be entitled to lease such Available ROFO Space not elected by Tenant to become incorporated into the Premises without again offering such space to Tenant for lease; provided, however, that (i) Landlord shall reoffer the applicable portion of the Available ROFO Space to Tenant in accordance with the terms and provisions of this Section 17.4 if (a) Landlord does not enter into a binding letter of intent (i.e., a letter of intent signed by both Landlord and a prospective third party tenant reflecting the intent of the parties to proceed to negotiate a lease) to lease such space to a third party within one hundred eighty (180) days after receipt the first to occur of Sublandlord's written notice indicates (x) Tenant’s election to reject ▇▇▇▇▇▇▇▇’s offer and (y) Tenant’s failure to notify Landlord within said twenty (20) day period that Tenant intends to lease such Available ROFO Space, or (b) if Landlord proposes to lease such space during such one hundred eighty (180) day period for a net effective rental rate which is less than ninety-five percent (95%) of Landlord’s ROFO Space Rent Quotation, and (ii) the terms of this Section 17.4 shall continue to apply to the remainder of the Available ROFO Space, if any, not included in writing its agreement Landlord’s ROFO Notice and to Available ROFO Space included in Landlord’s ROFO Notice and not leased by Tenant which is subsequently leased to another tenant in accordance with this Section 17.4 and thereafter becomes available for reletting. (C) Notwithstanding anything to the contrary provided in Section 17.4(B) above, if the Available ROFO Space shall be available for delivery to Tenant at any time during the last eighteen (18) months of the Original Lease Term, then: (a) if there is not available extension option which can be exercised pursuant to Section 3.2, Tenant shall not be entitled to lease the Expansion Available ROFO Space on the terms stated in Sublandlord's noticeunder this Section 17.4, and (b) if there is an available extension option which can be exercised pursuant to Section 3.2, then Sublandlord the term for such Available ROFO Space shall sublease to Subtenant not be coterminous with the Original Lease Term, but shall be for a term that expires at the expiration of the Extension Term, and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement order to lease the Available ROFO Space in accordance with Section 17.4(B) above, Tenant must elect to extend the Original Lease Term of the Lease for the entire Premises in accordance with the provisions of Section 3.2, at the same time that Tenant elects to lease the Available ROFO Space hereunder. (D) If Tenant shall timely exercise its rights under this Section 17.4 with respect to the Available ROFO Space designated in Landlord’s ROFO Notice and if, thereafter, the then occupant of the Available ROFO Space with respect to which Tenant shall have so exercised such Expansion Space right wrongfully fails to deliver possession of such premises at the time when its tenancy is scheduled to expire, Landlord shall use reasonable efforts and due diligence (which shall be limited to the commencement and prosecution of an eviction proceeding within sixty (60) days after the date on which the terms contained hold-over commences, but shall not require the taking of any appeal) to evict such occupant from such space and to recover from such occupant any Hold-Over Premium (as defined below) payable by such occupant. In such event, the commencement of the term of Tenant’s occupancy and lease of such additional space shall, in Sublandlord's notice within said ten the event of such holding over by such occupant, be deferred until possession of the additional space is delivered to Tenant. The failure of the then occupant of such premises to so vacate shall not constitute a default or breach by Landlord and shall not give Tenant any right to terminate this Lease or to deduct from, offset against or withhold Annual Fixed Rent or Additional Rent (10) business day periodor any portions thereof); provided, then Sublandlord thereafter however, that Tenant shall have the right to sublease require Landlord to pay to Tenant fifty percent (50%) of the net (i.e. net of the costs and expenses, including, attorneys’ fees, incurred by Landlord in obtaining such Expansion Hold-Over Premium) amount of any Hold-Over Premium received by Landlord from such hold-over occupant relative to periods from and after the thirty-first (31st) day of any hold-over, when and if Landlord receives any such payment. For the purposes hereof, the term “Hold-Over Premium” shall be defined as the amount (if any) which a hold-over occupant of any portion of the Available ROFO Space is required to a third party on substantially similar terms stated pay to Landlord in Sublandlord's noticerespect of its hold-over in the premises (whether characterized as rent, damages, or use and occupation) in excess of the amount of fixed rent and other charges which economic terms are substantially the tenant under whom such occupant claims would have been required to pay to Landlord had the term of such tenant’s lease been extended throughout the period of such hold-over at the same rental rate as those offered such tenant was required to Subtenantpay during the last month of its tenancy. (E) Time is of the essence of this Section 17.4. If Sublandlord does not lease such Expansion Space within EXECUTED as a sealed instrument in two or more counterparts by persons or officers hereunto duly authorized on the Date set forth in Section 1.2 above. LANDLORD: BOSTON PROPERTIES LIMITED PARTNERSHIP By: Boston Properties, Inc., its general partner By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ Title: Senior Vice President — Regional Manager TENANT: ATTEST: A123 SYSTEMS, INC. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Secretary or Assistant Secretary Title: President or Vice President Hereunto duly authorized By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Treasurer or Assistant Treasurer Hereunto duly authorized A certain parcel of land of West Street, Waltham, Middlesex County, as shown on a plan entitled “Atwater Lane, A Subdivision in Waltham, MA, Middlesex County, Lot Layout Plan,” dated July 22, 1988, recorded with Middlesex South Registry of Deeds as Plan #6 of 1989 in Book 19575, Page 351, and shown thereon as Lot A, containing 142,769± square feet, according to said plan, and Lot B, containing 501,550± square feet, according to said plan, and the parcel of land shown on said plan as ▇▇▇▇▇▇▇ ▇▇▇▇. Said Lots A and B consist of the following: PARCEL I: A certain parcel of land situate on First Avenue and West Street, Waltham, Middlesex County, Massachusetts, and shown as Lots 13 and 14 on Plan entitled “Plan of Land in Waltham, Mass.,” dated August 31, 1962, revised October 26, 1962 and October 30, 1962, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Inc., Registered Land Surveyors, recorded as Plan No. 10 of 1963 in Book 10196, Page 40, bounded and described as follows: NORTHEASTERLY by the End of First Avenue by two lines measuring respectively forty-seven and 50/100 feet and seven and 53/100 feet; NORTHWESTERLY by other land of the Grantors herein three hundred eighty-seven and 17/100 feet; WESTERLY by land now or formerly of United Electric Controls Company by two lines measuring respectively one hundred twenty (120) days after seventy and 51/100 feet and five hundred and twenty-one and 92/100 feet; NORTHEASTERLY by the expiration same by a curved line measuring seventy-six and 05/100 feet; NORTHEASTERLY by the same by two lines measuring respectively one hundred forty-one and 17/100 feet and one hundred seventy feet; WESTERLY by West Street by two lines measuring respectively forty-five and 26/100 feet and eleven and 16/100 feet; SOUTHWESTERLY by the line between Weston and Waltham and land believed to be now or formerly of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ three hundred twenty-eight and 28/100 feet; SOUTHERLY by land of owners unknown one hundred four and 77/100 feet; WESTERLY by the same forty-eight and 80/100 feet; SOUTHWESTERLY by said line between ▇▇▇▇▇▇ and Waltham, and land believed to be now or formerly of said ten (10) business day period, or if Sublandlord desires ▇▇▇▇▇▇ one hundred eighty-one and 61/100 feet; SOUTHERLY by land believed to sublease such Expansion Space on economic terms which are not substantially be now of formerly of ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇. and another one hundred seventeen and 30/100 feet; NORTHWESTERLY by the same forty-four and 80/100 feet; SOUTHWESTERLY by said line between ▇▇▇▇▇▇ and Waltham and other land of the Grantors herein one hundred fifty four feet; SOUTHEASTERLY and EASTERLY by other land of the Grantors herein by two lines measuring respectively four hundred ten and 53/100 feet and seventy-three feet; NORTHERLY by land now or formerly of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ et al., Trustees, one hundred sixteen and 14/100 feet; SOUTHEASTERLY by the same two hundred ninety-one and 99/100 feet; NORTHEASTERLY by the same three hundred fifty-five and 99/100 feet; SOUTHEASTERLY by the same five hundred forty-eight and 31/100 feet. Containing 397,490 square feet of land, according to said plan. PARCEL II: The parcel of land on West Street, Waltham, Middlesex County, Massachusetts, shown as those offered Lot E containing 2.37 acres on a plan by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Inc., Registered Land Surveyors, dated 1 October 1965 recorded as Plan No. 1339 of 1965 in Book 10961, Page 438, and bounded and described according to Subtenantsaid plan as follows: WESTERLY in a curved line by West Street two hundred twenty-one and 05/100 (221.05) feet; NORTHERLY by land of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ and of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, any further transaction shall be deemed two hundred four and 98/100 (204.98) feet, and by Lot “A” on Plan No. 1530 of 1960 (being the second parcel herein described) two hundred seventy-five and 40/100ths (275.40) feet; EASTERLY by Lot 13 on Plan 10 of 1963, Book 10196, Page 40, two hundred twenty-three (223) feet; and SOUTHERLY by Lot D, being remaining land of the Grantor, four hundred forty-eight and 35/100ths (448.35) feet. Also, the parcel of land situated in Waltham, Middlesex County, Massachusetts, and shown as Lot A on plan entitled “Plan of Land in Waltham, Mass.” dated June 29, 1960, by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Inc. recorded with said Deeds as Plan No. 1530 of 1960, Book 9693, Page 417, bounded and described as follows: SOUTHERLY by Lot B on said Plan, two hundred seventy-five and 40/100 feet; WESTERLY by land now or formerly, of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, two hundred ten and no/100 feet; NORTHERLY by land of Trustees of Waltham Properties Trust two hundred fifty-two and no/100 feet; and EASTERLY by the same, one hundred seventy and 51/100 feet. Containing 49,400 square feet of land, according to said plan. PARCEL III: The parcel of land on West Street, Waltham, Middlesex County, Massachusetts, shown as Lot D containing 3 acres on a new determination plan by Landlord ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Inc., Registered Land Surveyors, dated 1 October 1965, recorded in Middlesex South District Deeds in Book 10961, Page 438, and bounded and described according to lease said plan as follows: WESTERLY in a curved line by West Street, three hundred fifty-one and 70/100ths (351.70) feet; NORTHERLY by Lot E, being land owned now or formerly by Little, Brown and Company (Inc), four hundred forty eight and 35/100ths (448.35) feet; EASTERLY by Lot 13 on Plan 10 of 1963, Book 10196, Page 40, two hundred ninety-eight and 92/100ths (298.92) feet; EASTERLY by the Expansion Space same in a curved line, seventy-six and the provisions 5/100ths (76.05) feet; SOUTHERLY by Lot 14 on Plan 10 of this paragraph shall again be applicable1963, Book 10196, Page 40, three hundred eleven and 17/100ths (311.17) feet. TOGETHER WITH THE FOLLOWING APPURTENANT RIGHTS: Right to use twenty-foot wide utility easement as recited in deed dated August 12, 1960, recorded in Book 9693, Page 417. Right to use twenty-foot wide utility easement as recited in deed dated August 12, 1960, recorded in Book 9693, Page 420. Easement reserved in Grant of Right and Easement for ten-foot wide water main dated September 8, 1980, recorded in Book 14118, Page 227. Right to tie-in to water line as recited in Easement Agreement dated June 12, 1996, recorded in Book 26436, Page 15.

Right of First Offer. If Sublandlord determines Subject and subordinate to sublease the rights of existing tenants on the date hereof in the Building and provided Tenant is not in default under the Lease, Tenant shall have during the ROFO Period (as hereinafter defined) a right of first offer with respect to any -------------------- part available space (the "ROFO SPACE") in the Building which are described on the EXHIBIT G-1 and EXHIBIT G-2 attached to this Exhibit G. As used herein, the term "ROFO PERIOD" shall mean the period of time beginning on the Commencement Date and ending on the earlier to occur of (a) the date which is 9 months prior to the expiration of the Master Premises Term (subject to any extension thereof by Tenant in accordance with Section 2.2 of the Lease), or (b) the date of any termination of the Lease or Tenant's right to possess all or any portion of the Premises. If Landlord has a bona fide prospect (the "PROSPECT") for all or any portion(s) of the ROFO Space, Landlord shall offer in writing (an "OFFER NOTICE") to lease to Tenant the ROFO Space on the same terms and conditions to be offered to the Prospect except as otherwise provided in this Exhibit. The Offer Notice shall specify the rent to be paid for the ROFO Space (which rent shall be calculated using the same rate(s) to be offered to the Prospect), the other basic terms and conditions to be offered to the Prospect (other than the Subleased length of the term offered to the Prospect), and the date on which the ROFO Space shall be included in the Premises (each such space an date is herein referred to as the "Expansion Space"PROPOSED OCCUPANCY DATE" but in no event shall such date be less than 90 days from the date of the applicable Offer Notice), then Sublandlord . Tenant shall notify Subtenant Landlord in writing within five (5) days after ▇▇▇▇▇▇'s receipt of the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenant, within ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement Offer Notice whether Tenant elects to lease the Expansion ROFO Space on the terms stated Proposed Occupancy Date (or such earlier date as Tenant may elect in Sublandlord's such written notice) at the rental rate set forth in such Offer Notice (such written notice is herein referred to as the "ELECTION NOTICE"). If Tenant fails or is unable to timely elect to lease the ROFO Space, time being of the essence with respect to the exercise thereof, then Sublandlord shall sublease (1) Landlord may thereafter lease all or any portion of the ROFO Space to Subtenant third parties on such terms as Landlord may elect and Subtenant shall sublease from Sublandlord free of any rights of Tenant thereto, and (2) if Landlord leases all or any portion of the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion ROFO Space to a third party within the 180 day period described below, Tenant shall no longer have any rights of first offer pursuant to this Exhibit to the ROFO Space; provided, however, that (i) if Landlord has not signed a binding lease agreement or agreements covering all or any portion of the ROFO Space with a third party or parties by the 180th day after the date of the Offer Notice, Tenant will once again have the rights of first offer set forth herein with respect to the ROFO Space, and (ii) if, after such failure of Tenant to timely elect to lease the ROFO Space, the proposed terms on substantially similar which Landlord desires to lease all or any portion of the ROFO Space to a third party (the "Third Party Terms") are more than 10% more favorable to such third party than the terms stated set forth in Sublandlord's noticethe applicable Offer Notice, which economic terms are substantially Landlord will first offer in writing (a "SECOND OFFER NOTICE") the same as those offered lease the ROFO Space to SubtenantTenant on the Third Party Terms. If Sublandlord does not lease such Expansion Space Tenant shall notify Landlord in writing within one hundred twenty five (1205) days after the expiration ▇▇▇▇▇▇'s receipt of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord Second Offer Notice whether Tenant elects to lease the Expansion ROFO Space on the Third Party Terms (such written notice is herein referred to as a "SECOND ELECTION NOTICE"). If Tenant fails or is unable to timely elect to lease the ROFO Space following its receipt of a Second Offer Notice, time being of the essence with respect to the exercise thereof, then (A) Landlord may thereafter lease all or any portion of the ROFO Space to third parties on such terms as Landlord may elect and free of any rights of Tenant thereto, and (B) if Landlord leases all or any portion of the provisions ROFO Space to a third party or parties within 180 days after the date of the applicable Second Offer Notice, Tenant shall no longer have any rights of first offer pursuant to this paragraph Exhibit. For the purpose of determining if the Third Party Terms are more favorable to Tenant than the terms set forth in an Offer Notice, the total rent and other economic items payable by Tenant or such third party, as applicable, shall again be applicablecompared on an equivalent annuity basis using a 10% discount rate.

Right of First Offer. (a) If Sublandlord determines at any time after the initial lease-up thereof, prior to sublease any -------------------- part the date which is twelve (12) months prior to then-scheduled Expiration Date of the Master Premises other than Term of this Lease, Landlord in its sole discretion determines that any separately demised rentable area located on the Subleased Premises twenty-fifth (25th) floor of the Building (each such space an "Expansion area, a “ROFO Space"”) has become “available for leasing” (as hereinafter defined), and provided that the conditions precedent set forth below are then Sublandlord satisfied, then prior to offering to lease such ROFO Space to any third (3rd) parties, Landlord shall notify Subtenant deliver notice thereof to Tenant (the “ROFO Notice”) setting forth a description of the ROFO Space in question (including the rentable area thereof), the Landlord’s determination of the Base Rent and Additional Rent for such ROFO Space, the other material business terms on upon which Sublandlord Landlord is willing to lease such Expansion the ROFO Space, and the date Landlord anticipates that the ROFO Space will become available for leasing. If SubtenantProvided that all of the conditions precedent set forth in this Section 21 are fully satisfied by Tenant, Tenant shall have the option (the “ROFO Option”), exercisable by ▇▇▇▇▇▇ delivering written notice (the “Acceptance Notice”) to Landlord within ten (10) business days Business Days after receipt delivery by Landlord of Sublandlord's written notice indicates in writing its agreement the ROFO Notice, to lease all of the Expansion subject ROFO Space on upon all of the terms stated and conditions set forth in Sublandlord's noticethe ROFO Notice, then Sublandlord including the Base Rent and Additional Rent for the ROFO Space designated by Landlord as set forth therein. Time shall sublease be of the essence as to Subtenant and Subtenant shall sublease from Sublandlord ▇▇▇▇▇▇’s giving of the Expansion Space on the terms stated in Sublandlord's noticeAcceptance Notice with respect to any ROFO Space. If Subtenant does not indicate in writing its agreement Tenant fails to lease deliver an Acceptance Notice within such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day Business Day period, then Sublandlord thereafter Tenant shall be deemed to have rejected the option to lease the applicable ROFO Space (the -58- “Rejected ROFO Space”). In such event, Tenant shall have no further rights or claims with respect to the Rejected ROFO Space, Landlord shall have no further liabilities or obligations to Tenant with respect to the Rejected ROFO Space, and Landlord may elect to lease the Rejected ROFO Space to third (3rd) parties upon such terms and conditions as Landlord may determine in its discretion. (b) For purposes of this Section 21, space shall be deemed “available for leasing” when Landlord has determined in its discretion that (a) the space is vacant, or (b) the respective existing tenant or occupant will not extend or renew the term of its lease or other occupancy agreement for the ROFO Space and that said existing tenant or occupant is not interested either in extending or renewing its lease or other occupancy agreement for the ROFO Space or in entering into a new lease for such ROFO Space. For purposes of this Section 21, space shall not be deemed “available for leasing” if, at the time in question (a) any person or entity leases or occupies the ROFO Space, whether pursuant to a lease or other agreement (unless such person or entity confirms to the satisfaction of Landlord that it does not intend to extend or renew the term of the lease or other occupancy agreement for the ROFO space or enter into a new lease for such ROFO Space), (b) any person or entity holds any option or right to sublease lease or occupy the ROFO Space, or to renew its lease or right(s) of occupancy thereof, or any other rights or claims thereto (including, without limitation, any rights of first offer, rights of first refusal or expansion rights), or (c) Landlord intends to occupy the ROFO Space, or to lease or otherwise permit the occupancy of the ROFO Space by an affiliate or subsidiary of Landlord. Without limitation, so long as a tenant or other occupant leases or occupies all or a portion of the ROFO Space, Landlord shall be free to extend or renew any such Expansion tenancy or occupancy, whether or not pursuant to a lease or other agreement, and such space shall not be deemed to be “available for leasing.” In no event shall Landlord be liable to Tenant for any failure by any then existing tenant or occupant to vacate any ROFO Space by any particular date. Nothing set forth in this Section 21 shall be construed to limit Landlord’s right to lease space in the Building to affiliates of Landlord, or to keep space in the Building vacant if Landlord elects, in its sole discretion, to do so, and such space leased to affiliates, subsidiaries or related entities, or vacant space, shall in no event be deemed to be “available for leasing” hereunder. Notwithstanding anything herein to the contrary, all rights of first offer granted to Tenant pursuant to this Section 21 are subject and subordinate in all respects to the rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) of any tenant or occupant of the Project existing on the date of this Lease. (c) Landlord shall not be obligated to deliver a ROFO Notice and Tenant shall have no right to exercise any ROFO Option unless all of the following conditions have been satisfied both on the date of the Acceptance Notice and on the ROFO Space Commencement Date (as hereinafter defined): (a) No uncured event of default shall exist under this Lease; and (b) the original Tenant named herein is occupying all or substantially all of the rentable area of the Premises then demised under this Lease. (d) Effective as of the date on which Landlord delivers the ROFO Space to Tenant (the “ROFO Space Commencement Date”): (i) The ROFO Space shall be added to and be deemed to be a third part of the Premises for all purposes under this Lease (except as otherwise provided in this Section 21); (ii) The ROFO Space shall be delivered in broom-clean condition, free of all tenants and occupants and otherwise in its “as is” condition; Landlord shall not be obligated to perform any work or improvements or to provide any allowances or inducements with respect thereto; (iii) Base Rent and Additional Rent for the ROFO Space shall be as set forth in the ROFO Notice; and (iv) Tenant shall pay all Additional Rent payable under this Lease with respect to the applicable ROFO Space, except to the extent that any such Additional Rent is included in the amounts payable under clause (iii) above. (e) The delivery of the Acceptance Notice by Tenant shall constitute the irrevocable and unconditional acceptance by Tenant of the offer to lease the ROFO Space upon all of the terms and conditions set forth in the ROFO Notice. Without limitation, if Tenant timely delivers an Acceptance Notice and exercises the ROFO Option, upon request made by either party, Landlord and Tenant will execute, acknowledge and deliver an amendment to this Lease confirming the ROFO Space Commencement Date, Base Rent and Additional Rent payable with respect to the ROFO Space, the incorporation of the ROFO Space into the Premises, and the modifications to this Lease resulting therefrom, as set forth in this Section 21; provided, however, as long as the conditions set forth in Section 21(c) are satisfied, the timely delivery of an Acceptance Notice after receipt of the ROFO Notice shall be the automatic and self-operative exercise of the ROFO Option and the failure of either party on substantially similar terms stated in Sublandlord's noticeto execute and deliver such an amendment shall not detract from the exercise by Tenant of the ROFO Option. (f) Notwithstanding the foregoing, which economic terms are substantially if (i) Tenant was entitled to exercise its ROFO Option but did not deliver an Acceptance Notice within the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day periodBusiness Day period set forth above, and (ii) thereafter prior to entering into a lease (or if Sublandlord desires leases) for such ROFO Space Landlord proposes to sublease such Expansion lease the respective ROFO Space to a prospective tenant on economic terms which that are not substantially “materially more favorable” than those set forth in the same as those ROFO Notice previously delivered to Tenant, then Tenant’s rights with respect to the respective ROFO Space shall be revived, Landlord shall deliver a new ROFO Notice to Tenant, and Tenant shall once again have a ROFO Option with respect to the respective ROFO Space. For purposes hereof, the terms offered to Subtenant, any further transaction a prospect shall be deemed to be “materially more favorable” from those set forth in the ROFO Notice if there is a new determination reduction of more than ten percent (10%) in the “bottom line” cost per rentable square foot of the ROFO Space to the prospective tenant, when compared with the “bottom line” cost per rentable square foot for the ROFO Space under the ROFO Notice, determined by considering all of the economic terms of both proposals, respectively, including, among other relevant factors, the base rent, the tax and expense escalation, the additional rent, any free rent periods, and any other concessions and allowances. (g) Notwithstanding any provision contained herein to the contrary, when the date which is twelve (12) months prior to the then-scheduled Expiration Date of the Term of this Lease occurs, then this Section 21 shall become null and void and of no further force or effect and Tenant shall have no further ROFO Options or other rights to lease any ROFO Space pursuant to this Section 21. In such event, all of the obligations of Landlord to lease the Expansion offer any ROFO Space to Tenant shall be considered to have been fully and the provisions of completely satisfied, and neither Landlord nor Tenant shall have any further rights, liabilities or obligations under this paragraph shall again be applicableSection 21.

Right of First Offer. If Sublandlord determines Subject to sublease any -------------------- part the provisions hereinafter set forth, Landlord hereby grants to Tenant the right to lease, on the terms and conditions hereinafter set forth, each portion of the Master Premises First Offer Space (as hereinafter defined) which becomes available for leasing during the First Offer Period (as hereinafter defined). (a) A portion of the First Offer Space shall be deemed to be "available for leasing" upon the occurrence of the following events. (i) the expiration of an Existing Lease (as hereinafter defined) of such portion of the First Offer Space (including any renewals or extensions thereof exercised pursuant to options currently set forth therein), provided that such portion of the First Offer Space is not then subject to a right or option to lease such space granted in another Existing Lease; (ii) if such portion of the First Offer Space is subject to a right or option granted in another Existing Lease, which right or option is not exercised, the later to occur of (A) the expiration of such right or option unexercised and (B) the expiration of the Existing Lease of such portion of the First Offer Space (including any renewals or extensions thereof exercised pursuant to options currently set forth therein); or (iii) if such portion of the First Offer Space is subject to a right or option granted in another Existing Lease, which option is exercised, the expiration of the term of such other Existing Lease (including any renewals or extensions thereof exercised pursuant to options currently granted therein) or any later date on which the term of the demise of such portion of the First Offer Space created by the exercise of such right or option (including any renewals or extensions exercised pursuant to options currently granted in such Existing Lease) expires. (b) If Landlord is in serious discussions with a party other than Tenant concerning a lease and/or an option to lease with respect to any portion of space on floor 12 (the Subleased Premises “12th Floor First Offer Space”) or floor 15 (each such space an the “15th Floor First Offer Space”) of the Building (the 12th Floor First Offer Space and the 15th Floor First Offer Space, collectively, the "Expansion First Offer Space"), then Sublandlord which becomes available for leasing for a term commencing during the First Offer Period (which shall notify Subtenant include, in order to constitute serious discussions, delivery by Landlord to such party of an initial proposal for the leasing and/or granting of leasing options relative to such portion of the terms on First Offer Space and delivery of at least one additional proposal or counter-proposal by such prospective tenant or by Landlord), and in any event prior to Landlord's leasing, or granting options to lease, any portion of the First Offer Space for a term commencing during the First Offer Period, Landlord shall give Tenant written notice of the location and Rentable Area of such portion of the First Offer Space (and, if applicable under the first sentence of Section 13(d) below, the Rentable Area of the “Additional First Offer Space”, as therein described), the date of commencement of the term of the demise, as reasonably determined by Landlord, with respect to such portion of the First Offer Space (the "First Offer Space Delivery Date") (and, if applicable under Section 13(f)(ii) below, the expiration date of the term of such demise), the ROFO Market Rental Rate (as defined below) for such portion of the First Offer Space (determined as hereinafter provided, and including a description of any allowances, rent abatements and other concessions which Sublandlord are components thereof, as applicable), and a description of any fixed expansion rights relative to the First Offer Space being offered to the prospective tenant which would be superior to Tenant’s first offer rights under this Section 13 (the “Option Rights”) (which Option Rights shall only be so superior to Tenant’s first offer rights under this Section 13 as and to the extent described in Section 13(c) below). The First Offer Space Delivery Date shall not be less than sixty (60) days after the date such notice is willing given by Landlord. (c) Tenant's right to lease the First Offer Space described in such Expansion Space. If Subtenant, within ten a notice from Landlord shall be exercisable by written notice from Tenant to Landlord of Tenant's election to exercise said right (10a "First Offer Exercise Notice") given not later than five (5) business days after receipt of SublandlordLandlord's notice, time being of the essence. If such right is not so exercised, Tenant's right of first offer shall thereupon terminate as to such portion of the First Offer Space (“Offered Space”) (except as hereinafter provided in this Section 13(c)), and Landlord may thereafter lease and release, and/or grant options to lease, such portion of the First Offer Space without notice to Tenant and free of any right in Tenant under this Section 13, except as hereinafter provided in this Section 13(c). If Landlord shall not have leased, or granted fixed expansion options to lease in substantial accordance with the Option Rights described in Landlord’s notice under Section 13(b), all or any portion of any 12th Floor First Offer Space described in Landlord's notice to Tenant given under Section 13(b) above, within the period ending one hundred eighty (180) days following the date of Landlord's notice to Tenant regarding such 12th Floor First Offer Space, then Landlord agrees that it shall not enter into a lease or grant an option to lease with respect to any such portion of such 12th Floor First Offer Space without again giving the notice referred to in Section 13(b) above. In addition, if Landlord enters into a lease or grants any options with respect to any such 12th Floor First Offer Space, then, at the end of such lease (including any renewals thereof exercised pursuant to renewal options granted therein) and the expiration of all such other options, Tenant shall again have first offer rights with respect to such 12th Floor First Offer Space under this Section 13, to the extent Landlord again proposes to lease or grant options to lease any portion thereof for a term commencing during the First Offer Period. Without limitation of the foregoing, it is acknowledged that Tenant’s first offer rights with respect to the 15th Floor First Offer Space constitutes a so-called one-time first offer right only, and, accordingly, it is understood and agreed that if Tenant fails to exercise it first offer right hereunder following any notice from Landlord given under Section 13(b) above with respect to any such 15th Floor First offer Space, then Tenant's right of first offer shall thereupon terminate as to such portion of the 15th Floor First Offer Space, and Landlord may thereafter lease and release, and/or grant options to lease, such portion of the 15th Floor First Offer Space without notice to Tenant and free of any right in Tenant under this Section 13. (d) Tenant may not elect to lease less than the entire area of the First Offer Space described in a Landlord's notice, and if a third-party lease would include all or a portion of the First Offer Space together with other space in the Building which is not First Offer Space (such other space, the “Additional First Offer Space”), and if Landlord identifies the location and Rentable Area of such Additional First Offer Space in its notice given to Tenant under Section 13(b) above, then if Tenant elects to exercise its first offer rights hereunder pursuant to such notice, Tenant must exercise its right not only with respect to the First Offer Space identified therein, but also with respect to such “Additional First Offer Space” described therein, and thereupon, following such exercise by Tenant, the “First Offer Space” for purposes of this Section 13 relative specifically to such exercise, shall include the First Offer Space and the Additional First Offer Space described in such notice. Without limitation of the foregoing, and notwithstanding the terms of Section 13(c) above, if Landlord has included Additional First Offer Space, together with First Offer Space, in its notice given to Tenant under Section 13(b) above, and if Tenant does not timely exercise its first offer right hereunder with respect to such First Offer Space and Additional First Offer Space in accordance with the terms of this Section 13, then, (A) if Landlord does not thereafter enter into a lease and/or grant an option to lease for the entire portion of the First Offer Space and Additional First Offer Space described in such notice within the period ending one hundred eighty (180) days following the date of delivery of such notice to Tenant, Landlord agrees that it shall not enter into a lease and/or grant an option to lease which covers all or any portion of the First Offer Space described in such notice without again giving the notice referred to in Section 13(b) above; and (B) if Landlord does so enter into a lease and/or grant an option to lease for the entire portion of the First Offer Space and Additional First Offer Space described in such notice (such First Offer Space described in Landlord’s notice, exclusive of any Additional First Offer Space described therein, the “Designated First Offer Space”), within the period ending one hundred eighty (180) days following the date of delivery of such notice to Tenant, Landlord shall, within thirty (30) days following the date Landlord so enters into such lease and/or option, designate other space in the Building to thereupon become substitute “First Offer Space” for all purposes of this Lease, in lieu of the Designated First Offer Space, which substitute space designated by Landlord shall be one block of contiguous space and shall be substantially similar in Rentable Area (plus or minus 5%) to that of the Designated First Offer Space, and which space so designated by Landlord, together with the balance of the then First Offer Space located on the previously existing First Offer Space floor(s) which was not included as part of the Designated First Offer Space, shall thereupon be deemed the “First Offer Space” hereunder. Any such space so substituted for the Designated First Offer Space as provided in the preceding sentence shall be deemed “12th Floor First Offer Space”, to the extent substituted for Designated First Offer Space which was 12th Floor First Offer Space, or “15th Floor First Offer Space”, to the extent substituted for Designated First Offer Space which was 15th Floor First Offer Space. The exact location and configuration of any such substitute First Offer Space as contemplated by the preceding two sentences shall be made at Landlord’s discretion, in compliance with the foregoing contiguity and square footage parameters, and shall be designated in a written notice indicates thereof to Tenant delivered within the aforedescribed 30-day period. If Landlord’s notice includes fixed expansion “Option Rights”, then, if Tenant timely exercises its first offer rights hereunder pursuant to Landlord’s notice for all First Offer Space described therein, Tenant shall be granted the same expansion Option Rights as set forth in writing its agreement said notice. In no event may Landlord hereafter grant any “Option Rights” relative to the First Offer Space, where the resulting term of the leasing of such space, if the prospective tenant exercises such Option Rights, would commence during the First Offer Period, and which Option Rights are superior to Tenant’s first offer rights under this Section 13, unless Tenant has first had the opportunity to obtain substantially the same such Option Rights pursuant to and as part of a Landlord notice as described in Section 13(b) above.. Further, in no event may Landlord grant any Option Rights to any other tenant which are superior to Tenant’s first offer rights under this Section 13, unless such Option Rights are granted in conjunction with a direct lease of other portions of the First Offer Space to such tenant, and then, only if Tenant first had the opportunity to lease such other portions of the Expansion First Offer Space on the terms stated and conditions contained in SublandlordLandlord’s notice given under Section 13(b) above and, in conjunction therewith, to obtain such Option Rights, all pursuant to and as part of a Landlord notice described in Section 13(b) above. (e) Unless Landlord otherwise agrees (at its sole discretion), Tenant may only exercise its right to lease a portion of the First Offer Space, and an exercise thereof shall only be effective, if at the time of Tenant's notice, then Sublandlord shall sublease to Subtenant exercise of said right and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated pertinent First Offer Space Commencement Date, the Lease is in Sublandlord's noticefull force and effect and Tenant is not (i) in monetary Default under the Lease, or (ii) in non-monetary Default under the Lease, and in either event, such Default is not cured by Tenant in the time and manner described in the Lease after written notice from Landlord, and (inasmuch as this right of first offer is intended only for the benefit of the original Tenant named in this Amendment and its Affiliates) at least two-thirds of the Rentable Area of the then Premises are occupied by the original Tenant named in this Amendment and/or one or more permitted Affiliates under Article Ten of the Lease (as amended by Section 23 below), and said Tenant has not assigned the Lease (other than to a permitted Affiliate), or sublet greater than one-third of the Rentable Area of the Premises (other than to one or more permitted Affiliates). Without limitation of the foregoing, no sublessee or assignee (other than a permitted Affiliate assignee) shall be entitled to exercise any first offer right hereunder, and, unless Landlord otherwise agrees (at its sole discretion), no exercise of any first offer right hereunder by the original Tenant named in this Amendment or by a permitted Affiliate assignee shall be effective in the event said Tenant has assigned the Lease (other than a permitted Affiliate assignee) or subleased all or greater than one-third of the Rentable Area of the Premises (other than to one or more permitted Affiliates) as of the date Tenant exercises its first offer rights under this Section 13 or as of the pertinent First Offer Space Delivery Date. If Subtenant does not indicate the original Tenant named in writing its agreement this Amendment has assigned the Lease to lease such Expansion Space an assignee which is a permitted Affiliate assignee under Article Ten of the Lease (as amended by Section 23 below), as of the time of Tenant’s exercise of any first offer rights under this Section 13 or on the terms contained pertinent First Offer Space Commencement Date, then, at Landlord’s option, any such exercise of the first offer right under this Section 13 and the corresponding amendment contemplated by Section 13(g) below shall need to be executed by the original named Tenant in Sublandlord's this Amendment and each such permitted Affiliate assignee in order to be effective for purposes hereof (unless, however, the original named Tenant no longer exists as a separate and distinct entity as a direct result of the transaction giving rise to the assignment to such permitted Affiliate, such as is the case of a merger, in which event only the permitted Affiliate assignee shall be obligated to execute such first offer exercise notice within said ten (10) business day periodand lease amendment hereunder). Notwithstanding anything to the contrary, then Sublandlord thereafter Landlord shall have the right, at its election, to waive any of the conditions precedent to Tenant’s valid exercise of its first offer rights under this Section 13, as such conditions are described above in this Section 13(e), whereupon Tenant’s prior exercise of such first offer rights shall be valid and in full force and effect and in all respects. Any such waiver by Landlord must be in writing in order to be effective for purposes of the preceding sentence. (f) If Tenant has validly exercised its right to sublease lease a portion of the First Offer Space, then effective as of the First Offer Space Delivery Date such Expansion portion of the First Offer Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord included in the Premises, subject to lease all of the Expansion Space terms, conditions and the provisions of this paragraph the Lease, except that the rent per square foot of Rentable Area for such portion of the First Offer Space, including concessions, shall again be applicable.equal to the ROFO Market Rental Rate (as hereinafter defined) and Tenant’s obligation to pay rent shall be determined in accordance with the determination of the ROFO Market Rental Rate. Without limitation of the foregoing: (i) the Rentable Area of the Premises shall be increased by the Rentable Area of such portion of the Fir

Right of First Offer. If Sublandlord determines to sublease any -------------------- part (a) For purposes of this Section, "Potential Offer Space" means all rentable space on the 5th floor of the Master Premises Building, as depicted on Exhibit I. The Potential Offer Space is mutually stipulated to contain 52,388 rentable square feet. (b) Subject to the provisions set forth hereinafter, Tenant will have a right of first offer (the “Right of First Offer”) to lease from Landlord the Potential Offer Space. The provisions of this Section will apply to all or any of the Potential Offer Space as all or any of the Potential Offer Space may become available for lease on or after the date hereof, subject and subordinate to any extensions or renewals of existing leases of Potential Offer Space; provided, however, that Landlord hereby represents that no tenant of the Building has any expansion or renewal rights or options on the Potential Offer Space other than any such rights as may exist under the Subleased Premises ▇▇▇▇▇▇ Lease (including the ▇▇▇▇▇▇ Second Amendment). In each instance, in this Section, in which Tenant’s Right of First Offer is stated to be subordinate to a renewal option or extension option, such space an "Expansion Space"Right of First Offer will be deemed subordinate to any renewal or extension (of the lease to the tenant holding such renewal or extension option) having a term reasonably comparable to the term allowed by such renewal or extension option regardless of whether such renewal or extension is strictly in accordance with such option, regardless of whether any or all of the conditions to the exercise of such option are met, and regardless of whether such option is actually or formally exercised. Tenant may not exercise its rights under this Section 43 as to less than all of the Potential Offer Space offered by Landlord. (c) If any portion of the Potential Offer Space becomes available (as described above and subject to the limitations and exceptions set forth above), then Sublandlord shall notify Subtenant of before leasing such space to third parties, Landlord will offer to Tenant the terms on which Sublandlord is willing right to lease such Expansion available Potential Offer Space pursuant to this Right of First Offer. Landlord will make such offer to Tenant in a written notice (the "Offer Notice"). The Potential Offer Space offered in an Offer Notice is referred to herein as “Offer Space”. However, Landlord will not deliver an Offer Notice on any particular Potential Offer Space unless and until Landlord has received a written counter offer for such space from a bona fide prospective tenant, provided in response to a lease proposal from Landlord issued as a result of a written request for proposal from such bona fide prospective tenant. Any such offer by Landlord to any such prospective tenant (and the resulting offer of such space to Tenant under an Offer Notice, should Landlord receive a written counter offer as described above), may include all or such portions of the Potential Offer Space as Landlord may elect. Landlord may deliver an Offer Notice at any time after the date hereof. The fact that the Offer Space may then be leased to ▇▇▇▇▇▇ pursuant to the ▇▇▇▇▇▇ Lease will not be a factor in determining whether such Offer Space is, or will become, available for lease; it being understood that Landlord’s ability to exercise the ▇▇▇▇▇▇ Lease Landlord Recapture Right will suffice to make such space available or potentially available in the event that an offer from a bona fide prospective tenant has been received as set forth above. (d) The provisions of this Section 43(d) will apply only to Landlord’s offer of Potential Offer Space under a Landlord’s Offer Notice delivered before February 16, 2017: If Landlord gives such Offer Notice to Tenant, then the Offer Notice will specify that Landlord is offering such space to Tenant on the same terms and conditions set forth in this Lease as applicable to the initial Premises (excluding lower level) except as otherwise set forth in this Section. The expiration date of the Term in respect of such Offer Space will be coterminous with the Expiration Date for the initial Premises. If SubtenantTenant exercises the Right of First Offer with respect to Offer Space, within ten (10i) the Base Rent for such Offer Space initially will be at the same rate per rentable square foot as then applies to the initial Premises (excluding lower level), and thereafter will be at the same rate per rentable square foot as the rate per rentable square foot for the initial Premises (excluding lower level), increasing from time to time as the rate per rentable square foot for the initial Premises increases; (ii) the rent abatement set forth in Section 1(b) will apply to the Offer Space; (iii) the Allowance will not apply to the Offer Space, but Landlord will grant to Tenant a leasehold improvement allowance calculated as follows: $45 multiplied by the number of rentable square feet in such Offer Space, which allowance would be applied toward Tenant’s initial leasehold improvements (upon which Landlord and Tenant must mutually agree) to the Offer Space; (iv) the Additional Allowance will not apply to Offer Space; and (v) the Term of Tenant’s lease of such Offer Space will commence (subject to the provisions of Section 43(j)) upon the earliest to occur of the following but not before March 1, 2017: (A) the 10th day after Tenant’s substantial completion of Tenant's initial leasehold improvements to such Offer Space; (B) the date on which Tenant begins occupying such Offer Space for the conduct of business; and (C) the 120th day after Landlord's delivery to Tenant of possession of such Offer Space, and will expire on the Expiration Date of the initial Term for the initial Premises (subject to renewal as set forth in Sections 44 and 45). The allowance described in this subparagraph will be governed by and disbursed in accordance with a work letter prepared by Landlord that will be in the form of Landlord's then standard work letter for performance of work by the tenant with an allowance, which work letter will be comparable to the work letter attached hereto as Exhibit D (excluding the Additional Allowance, and except that Tenant’s work will not include common area improvements); provided, however, that the disbursement provisions set forth in Section 3.3 of the Work Letter attached hereto as Exhibit D will apply thereto, and in no event will Landlord be obligated to disburse any portion of such allowance before March 1, 2017. Landlord’s lease of the Offer Space to Tenant will be as-is. All costs of leasehold improvements in excess of such allowance will be borne by Tenant. (e) The provisions of this Section 43(e) will apply only to Landlord’s offer of Potential Offer Space under a Landlord’s Offer Notice delivered before on or after February 16, 2017: If Landlord gives such Offer Notice to Tenant, then the Offer Notice will specify that Landlord is offering such space to Tenant on the same terms and conditions set forth in this Lease as applicable to the initial Premises except as otherwise set forth in this Section. The expiration date of the Lease Term in respect of such Offer Space will be coterminous with the Expiration Date for the initial Premises. If Tenant exercises the Right of First Offer with respect to Offer Space, (i) the Base Rent for such Offer Space will be at the Fair Market Rent (as defined in Exhibit H), as determined by Landlord; (ii) the rent abatement set forth in Section 1(b) will not apply to the Offer Space; (iii) Landlord will grant to Tenant a leasehold improvement allowance per rentable square foot of space in the applicable portion of the Offer Space equal to the Fair Market Allowance (as defined in Exhibit H), which Fair Market Allowance would be applied toward Tenant’s initial leasehold improvements (upon which Landlord and Tenant must mutually agree) to the Offer Space; and (iv) the Term in respect of such Offer Space will commence upon Landlord's delivery to Tenant of such Offer Space, and will expire on the Expiration Date on the Expiration Date of the initial Term for the initial Premises (subject to renewal as set forth in Sections 44 and 45). The allowance described in this subparagraph will be governed by and disbursed in accordance with a work letter prepared by Landlord that will be in the form of Landlord's then standard work letter for performance of work by the tenant with an allowance, which work letter will be comparable to the work letter attached hereto as Exhibit D (excluding the Additional Allowance, and except that Tenant’s work will not include common area improvements). Landlord may take into account Tenant’s creditworthiness in determining the disbursement terms and scheduling for the Fair Market Allowance. Landlord’s lease of the Offer Space to Tenant will be as-is. All costs of leasehold improvements in excess of such allowance will be borne by Tenant. The following provisions will apply to all Offer Space except as otherwise noted. (f) Within 10 business days after receipt the effective date of Sublandlord's written Landlord’s Offer Notice, Tenant will deliver to Landlord a binding notice indicates ("Tenant’s ROFO Response Notice") in writing its agreement which Tenant elects (i) to lease the Expansion Offer Space on and to accept the terms stated set forth in Sublandlord's noticeLandlord’s Offer Notice; (ii) to lease the Offer Space but to dispute Landlord’s terms as set forth in the Offer Notice, then Sublandlord shall sublease in which event the dispute will be resolved pursuant to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does Exhibit J; or (iii) not indicate in writing its agreement to lease such Expansion Offer Space If Tenant fails to give such notice within such time, Tenant will irrevocably be deemed to have elected not to lease such Offer Space. After Tenant delivers its binding notice exercising the Right of First Offer (and, if applicable, after completion of the dispute resolution process), Landlord will prepare and deliver to Tenant an amendment to this Lease reflecting the terms of such exercise and such expansion, but Landlord's failure to deliver the same, or Landlord's or Tenant's failure or refusal to execute and deliver such amendment, will not affect the validity or enforceability of Tenant's exercise of the Right of First Offer. Time is of the essence with respect to the giving of Tenant’s exercise notices. If Tenant accepts Landlord's offer, Tenant must accept all of the Offer Space then being offered by Landlord, and may not exercise its right with respect to only part of such space. (g) If Tenant at any time declines (or fails to timely accept) any Offer Space offered by Landlord, Tenant's Right of First Offer on such Offer Space will be null and void, and Landlord will be free to lease such Offer Space described in the Offer Notice to any prospective tenant on any terms and conditions, regardless of whether the same as or different from that set forth in the Offer Notice; provided, however, that if Landlord leases such Offer Space and such lease expires or terminates and the tenant vacates the Offer Space, then Tenant’s Right of First Offer on such Offer Space will be reinstated. (h) The foregoing Right of First Offer may not be severed from this Lease or separately sold, assigned or transferred and is subject to the following additional conditions, namely: (i) that on the terms contained date that Tenant delivers notice of its election to exercise its Renewal Option, and at the commencement of the Renewal Term, no Event of Default exists; (ii) that Tenant has not assigned the Lease (other than to Permitted Transferees); and (iii) that on the date that Tenant delivers notice of its election to exercise its Right of First Offer, Tenant and its Permitted Transferees occupy at least 75% of the Premises. Each of the foregoing conditions is waivable by Landlord in Sublandlord's notice within said ten Landlord’s sole and absolute discretion. (10i) business Landlord will not exercise the ▇▇▇▇▇▇ Lease Landlord Recapture Right (as defined in the Recitals) as to any rentable space in the Building not included in the Zebra Sublease Premises (as defined in the Recitals) unless and until Landlord has first delivered to Tenant an Offer Notice for such space, and Tenant has declined to exercise (or failed to exercise timely) the Right of First Offer for such space. If Landlord delivers an Offer Notice pursuant to Section 43(d) on Offer Space and Tenant does not exercise timely its Right of First Offer for such Offer Space, Tenant agrees that Tenant will not and may not exercise the Zebra Sublease Expansion Right as to such Offer Space (or any portion thereof), and may not otherwise sublease such Offer Space (or any portion thereof) from ▇▇▇▇▇▇, for a period of 270 days from the deadline (as set forth above) for delivering Tenant’s ROFO Response Notice as to such Offer Notice; in such event if Landlord exercises the ▇▇▇▇▇▇ Lease Landlord Recapture Right as to such Offer Space before the expiration of such 270-day period, Tenant’s Right of First Offer on such Offer Space will be null and void (subject to the provisions of Section 43(g) above), but if Landlord does not exercise the ▇▇▇▇▇▇ Lease Landlord Recapture Right as to such Offer Space before the expiration of such 270-day period, then Sublandlord nothing in this Section 43(i) will prohibit Tenant from thereafter shall have exercising the right Zebra Sublease Expansion Right as to sublease such Offer Space (and if Tenant exercises such Zebra Sublease Expansion Space to a third party on substantially similar terms stated in Sublandlord's noticeRight, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and then the provisions of Section 43(j) below will apply). If, however, Tenant does exercise its Right of First Offer as to Offer Space in response to Landlord’s Offer Notice delivered pursuant to Section 43(d), then Tenant’s lease of such Offer Space under this paragraph shall again Lease will be applicablein accordance with Section 43(d), and if Tenant desires to have the use of such Offer Space before the Commencement Date of this Lease, Tenant will sublease the same from ▇▇▇▇▇▇ by exercising the Zebra Sublease Expansion Option pursuant to the Zebra Sublease. (j) If (subject to the restrictions set forth in Section 43(i) above) the Zebra Sublease Premises under the Zebra Sublease are expanded pursuant to the Zebra Sublease Expansion Option (or otherwise pursuant to agreement between Tenant and ▇▇▇▇▇▇) (“Sublease Expansion Space”), then automatically Landlord will be deemed to have delivered an Offer Notice for such space, and Tenant will be deemed to have delivered Tenant’s ROFO Response Notice exercising Tenant’s Right of First Offer as to such space, on the terms set forth in Section 43(d), such that such Sublease Expansion Space will be included automatically in the Premises during the Lease Term on the terms set forth in Section 43 (i.e., Section 43(d)). The foregoing provisions of this Section 43(j) will apply even if Landlord previously delivered to Tenant, prior to the Commencement Date of this Lease, an Offer Notice for such Sublease Expansion Space but Tenant declined to exercise or failed to exercise timely the Right of First Offer therefor, except to the extent that Tenant was prevented from exercising the Zebra Sublease Expansion Option pursuant to Section 43(i) above.

Right of First Offer. If Sublandlord determines Subject to sublease the provisions of this Section 2.7, Tenant shall have a continuing right of first offer for all or any -------------------- portion of the Building known as ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ that may hereafter become vacant and available (the “Option Space”). Prior to entering into any lease for all or any portion of the Option Space, Landlord shall notify Tenant, in writing (“Landlord’s ROFO Notice”) that the Option Space is available for lease and the terms and conditions upon which the Option Space is available, which terms and conditions shall be at fair market value, which may or may not include a leasehold improvements allowance. Provided that at the time of Landlord’s ROFO Notice (i) no Event of Default by Tenant exists under the Lease which is uncured and continuing on the part of the Master Premises other than the Subleased Premises Tenant; and (each such space an "Expansion Space")ii) Tenant, then Sublandlord shall notify Subtenant or any entity which succeeds to Tenant’s rights hereunder pursuant to a Permitted Transfer, is in occupancy of at least sixty five percent (65%) of the terms on which Sublandlord is willing Premises for its own business purposes, Tenant may, by giving written notice to lease such Expansion Space. If Subtenant, Landlord within ten (10) business days after Tenant’s receipt of Sublandlord's written notice indicates in writing its agreement Landlord’s ROFO Notice, elect to (a) reject Landlord’s ROFO Notice or (b) accept Landlord’s offer to lease the Expansion Option Space on upon the terms stated and conditions set forth in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's noticeLandlord’s ROFO Notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's Landlord’s ROFO Notice is rejected by Tenant, by Tenant giving Landlord written notice within said the aforementioned ten (10) business day period, the parties agree to negotiate in good faith for a five (5) day period following such rejection to reach an agreement on the terms and conditions for the Option Space. If, despite such good faith efforts, the parties are unable to come to an agreement within said five (5) day period, subject to the provisions of paragraph 3 of this Section 2.7, such rejection shall be deemed final. If Tenant fails to timely respond to Landlord’s ROFO Notice, such failure shall be deemed Tenant’s rejection of Landlord’s ROFO Notice. Without limitation, if said option is timely exercised, Landlord and Tenant agree to enter into an amendment to the Lease confirming the inclusion of the Option Space within the Premises and the adjustment to Annual Fixed Rent and all other charges payable under the Lease in accordance with the terms and conditions of Landlord’s ROFO Notice; provided that all other provisions of this Lease shall remain in full force and effect without modification. The Option Space shall be offered to Tenant in “as-is” condition (or as otherwise set forth in Landlord’s ROFO Notice). If Landlord’s ROFO Notice is rejected by Tenant (or deemed rejected for failure to timely respond to Landlord’s ROFO Notice), then Sublandlord thereafter Landlord may enter into a lease for the Option Space providing for an effective Annual Fixed Rent equal to or less than five percent (5%) less than that specified in Landlord’s ROFO Notice. For clarity, in the event that the Landlord proposes to enter into a lease for the Option Space providing for an effective Annual Fixed Rent greater than five percent (5%) less than that specified in Landlord’s ROFO Notice, Landlord shall notify Tenant of such terms by sending an additional Landlord’s ROFO Notice that will be subject to the terms of the preceding paragraph. Subject to the foregoing provisions of this paragraph, Tenant shall have no further option to lease the Option Space, and all obligations of Landlord with respect to the Option Space under this Section shall terminate and be of no further force and effect if Landlord’s ROFO Notice is rejected by Tenant (or deemed rejected for failure to timely respond to Landlord’s ROFO Notice). For clarity, if Landlord’s ROFO Notice is rejected by Tenant (or deemed rejected for failure to timely respond to Landlord’s ROFO Notice), Tenant shall be entitled to a continuing right of first offer for all or any portion of the Option Space for which Landlord subsequently enters into a lease agreement and that becomes vacant and available during the Term, subject to any superior rights set forth in the lease agreement with the subsequent lessee(s) of the Option Space. For clarity, Landlord shall have the right to sublease extend the lease term of any such Expansion subsequent lessee(s) of the Option Space other than Novartis (as defined below), whether or not such subsequent lessee(s) have an option to extend, without an obligation to provide a third party ROFO Notice to Tenant with respect to such extension. Reference is made to that certain Lease by and between Landlord and Novartis Institute of BioMedical Research, Inc. (“Novartis”) pursuant to which Novartis leases from Landlord an aggregate of 39,383 rsf of the Building (consisting of 9,346 rsf on substantially similar terms stated the first floor of the Building and 30,037 rsf on the second floor of the Building) (the “Novartis Lease”). Landlord represents and warrants that the Novartis Lease shall expire on February 28, 2019, unless terminated earlier in Sublandlord's noticeaccordance with its terms. Landlord further represents and warrants there are no superior encumbrances to the first floor or second floor of the Building, including all or any portion thereof that is subject to the Novartis Lease. Notwithstanding anything to the contrary set forth herein or in the Novartis Lease, Landlord hereby acknowledges and agrees that Tenant’s right of first offer pursuant to this Section 2.7 shall be superior to Landlord’s ability to offer Novartis any extension of the lease term with respect to all or any portion of the Building that is subject to the Novartis Lease. Landlord further agrees that it will not send Tenant a ROFO Notice with respect to the Novartis space until the earlier of (i) the date that Landlord has entered into a signed letter of intent with Novartis regarding the early termination of such space or (ii) March 1, 2018, which economic terms are substantially is twelve (12) months prior to the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after scheduled expiration date of the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicableNovartis Lease.

Right of First Offer. If Sublandlord determines Subject and subordinate to sublease any -------------------- part rights heretofore granted or afforded by Landlord to any other tenants in the Building (which Landlord represents and warrants are set forth in Appendix G attached hereto), in the event any space in the Building (the “ROFO Space”) becomes available for leasing by third parties, Tenant shall have and is hereby granted the right to add the ROFO Space to the Premises demised hereunder at the then Prevailing Market Rental Rate for the balance of the Master Premises other than then-remaining Term of this Lease. Landlord agrees that, subject to the Subleased Premises renewal rights of ▇▇▇▇▇▇▇▇ Corporation set forth on Appendix G, such ROFO Space will include without limitation a portion of the fourth (each such space an "Expansion Space"), then Sublandlord 4th) floor (south) comprising approximately 17,000 rentable square feet heretofore leased to ▇▇▇▇▇▇▇▇ Corporation. Landlord shall notify Subtenant (the “Offer Notice”) Tenant in writing of the availability of the ROFO Space, Landlord’s determination of the Prevailing Market Rental Rate, and the other terms on upon which Sublandlord Landlord is willing prepared to lease such Expansion Spaceoffer the ROFO Space to a third party in good faith. If Subtenant, within ten Tenant shall have twenty (1020) business calendar days after from receipt of Sublandlord's written such notice indicates from Landlord within which to notify Landlord in writing its agreement (“Tenant’s ROFO Acceptance Notice”) of Tenant’s binding acceptance of such offer to lease add the Expansion ROFO Space to the Premises on the terms stated and conditions set forth in Sublandlord's notice, then Sublandlord shall sublease Landlord’s notice to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten Tenant (10) business day period, then Sublandlord thereafter provided that Tenant shall have the right to sublease arbitrate the determination of the Prevailing Market Rental Rate pursuant to the same procedures as set forth in Section 30.B(iii) above if Tenant so notifies Landlord in Tenant’s ROFO Acceptance Notice). In the event Tenant does not so notify Landlord in writing of its acceptance of such Expansion offer within such twenty calendar day period (subject to any later arbitration of Prevailing Market Rent if Tenant elects such arbitration in Tenant’s ROFO Acceptance Notice) or thereafter promptly enter into a lease amendment which adds the ROFO Space to a the Premises, Landlord may thereafter lease such space to any other third party on substantially similar terms stated and Tenant shall have no further right or interest in Sublandlord's noticethe ROFO Space during the term of such third party lease (as such term may be extended, which economic terms are substantially the same as those offered whether by option to Subtenant. If Sublandlord does not lease such Expansion Space extend or otherwise); except, however, that if Landlord, within one hundred twenty ninety (12090) days after the expiration date of said the Offer Notice, does not enter into a lease of such portion of the ROFO Space, then Tenant’s rights under this Section to lease such portion of the ROFO Space shall not terminate but shall continue in full force and effect. Notwithstanding the foregoing, Landlord shall not enter into a lease of any such portion of the ROFO Space without again giving the notice referred to above if the net present value as of the proposed commencement date of such lease expressed as a single dollar figure, discounted using a rate of ten percent (10%) business day periodper annum, of all rent of whatever nature or if Sublandlord desires to sublease however denominated for the term of such Expansion Space on lease, less the net present value of any rent concessions, construction allowances, tenant improvement work and other relevant economic concessions, discounted at the same rate, is less than ninety-two percent (92%) of the comparable amount determined by using the economic terms which are not substantially set forth in the same Offer Notice (as those adjusted on a proportional basis to reflect any differences in the size or space or length of the term). Tenant agrees to accept the ROFO Space so offered to SubtenantTenant in an “as is” condition as existing on the date such space is to be added to the Premises, subject to any further transaction allowance that may be included in the rent to be paid by Tenant for such space. It shall be deemed a new determination conditions of Tenant’s right to exercise an option to add the ROFO Space under this Section 31 that (i) there remains as of the effective date of such option at least five (5) years on the Term of this Lease, exclusive of any renewal options (unless such renewal option or options have theretofore been exercised) and (ii) Tenant is not in default beyond any applicable notice and cure period under any of the terms, covenants or conditions of this Lease at the time Tenant notifies Landlord of the exercise of such option to add the ROFO Space to the Premises or upon the effective date of such option. The foregoing right of first offer is personal to United Stationers Supply Co. and any Affiliate (as defined in Section 17.G. above) and may not be exercised by or for the benefit of any other party. Landlord agrees that in connection with any future leasing of any space in the Building not theretofore leased by Tenant, including, without limitation, all space now being leased by Landlord and those of the tenants being relocated by Landlord, Landlord shall limit the term of all such future leases in the Building to no more than five (5) years (or, if any such term is longer than five (5) years, such lease shall provide Landlord with an option to terminate such lease on the Expansion Space last day of the sixtieth (60th) full calendar month of the term of such lease), unless Tenant has, in response to the specific inquiry of Landlord with respect to a then pending lease transaction, otherwise agreed in writing to a longer term for such lease. Landlord agrees that the foregoing ROFO option set forth in this Section 31 shall be available to Tenant with respect to the space covered by any such future lease effective on the last day of the initial term of any such lease, and any extension options set forth in such future leases shall be subject and subordinate to Tenant’s ROFO option as provided in this Section 31. Landlord further agrees that the provisions foregoing ROFO option set forth in this Section 31 shall be available to Tenant with respect to the space covered by any future lease containing such termination option in favor of this paragraph shall again be applicableLandlord as of the effective termination date of any such termination option retained by Landlord in any such lease.

Right of First Offer. If Sublandlord determines to sublease any -------------------- part space in the Building (“ROFO Space”) becomes available during the period commencing on the Rent Commencement Date and continuing through that date which is two (2) years before the then-current scheduled expiration of the Master Premises other than the Subleased Premises (Term, then Tenant shall have a continuing first right to lease each such space an "Expansion Space")applicable ROFO Space on the following terms and conditions: (i) At such time as Landlord elects, then Sublandlord Landlord shall notify Subtenant Tenant in writing of the availability of any ROFO Space, including the date upon which such ROFO Space is expected to be available, and Landlord’s determination of the fair market rental rates, concessions, and other terms on and conditions upon which Sublandlord such space is willing to be offered to the general public (the “Landlord Availability Notice”). Tenant shall have fifteen (15) business days after receiving the Landlord Availability Notice to notify Landlord in writing that Tenant desires to negotiate with Landlord for a lease of such Expansion ROFO Space. If SubtenantTenant fails to timely notify Landlord in writing (“Tenant’s Election Notice”) that Tenant desires to negotiate with Landlord for a lease of such ROFO Space, then Tenant’s rights pursuant to this Section with respect to such ROFO Space shall lapse and be of no further force or effect, unless and until such space shall be leased to a third party and, thereafter, becomes available. For a period of fifteen (15) business days after Landlord’s timely receipt of Tenant’s Election Notice, Tenant shall have the right to negotiate with Landlord regarding the base rent, escalation factor and additional rent for such ROFO Space. If during such fifteen (15) business day period the parties agree on such base rent, escalation factor and additional rent, then they shall promptly execute an amendment to this Lease stating the base rent, escalation factor and additional rent agreed upon. If during such fifteen (15) business day period the parties are unable, for any reason whatsoever, to agree on the base rent, escalation factor and additional rent for such space, such rent shall be determined as follows. Within ten (10) days the parties shall each appoint a Reputable Broker. Such two individuals shall each determine within ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement to lease their appointment the Expansion Space annual base rent, escalation factor and additional rent. If such individuals do not agree on the terms stated in Sublandlord's noticesuch items, then Sublandlord the two individuals shall, within five (5) days, render separate written reports of their determinations and together appoint a third Reputable Broker as an Arbitrator. The Arbitrator shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day perioddays after his or her appointment select either Landlord’s broker’s determination or Tenant’s broker’s determination of the annual base rent, then Sublandlord thereafter escalation factor and additional rent (this being the Arbitrator’s sole function) as being closest to the Arbitrator’s determination and shall notify the parties of such selection. The Arbitrator’s decision shall be final and conclusive, and binding on Landlord and Tenant. Landlord and Tenant shall each bear the cost of its broker and shall share equally the cost of the Arbitrator. Upon determination of the annual base rent, escalation factor and additional rent payable pursuant to this Section, the parties shall promptly execute an amendment to this Lease stating the rent so determined. (ii) Tenant shall have no rights under this Article 29 unless and until the applicable ROFO Space has been leased by Landlord to an initial tenant or tenants other than Tenant. Tenant’s rights under this Article 29 are subject and subordinate to (1) expansion and option rights of other tenants in the Building in existence as of the date of this Lease, and (2) Landlord’s right to sublease renew expiring leases pursuant to rights contained in such Expansion expiring leases or pursuant to the mutual agreement of Landlord and tenants under such leases. In addition to the foregoing, and notwithstanding anything in the Lease to the contrary, delivery of possession of the ROFO Space to a third party Tenant and commencement of Tenant’s leasing thereof is and shall be subject to Landlord’s obtaining possession from any prior tenant or occupant who holds over beyond the applicable lease expiration date, and Tenant shall have no claim against Landlord (for damages or otherwise) and Landlord shall have no obligation or liability for, on substantially similar terms stated account of or with respect to any holdover in Sublandlord's notice, which economic terms are substantially all or any portion of the same as those offered to SubtenantROFO Space. Tenant shall accept possession of such ROFO Space and commence paying rent therefor on the date of such delivery by Landlord. If Sublandlord Landlord does not lease deliver such Expansion ROFO Space within one hundred twenty (120) days after the expiration date specified in the Landlord Availability Notice, Tenant is not obligated to accept possession of said ten such ROFO Space or be obligated, in any manner, with respect to such ROFO Space. (10iii) business day periodIf a monetary or material non-monetary Event of Default under this Lease exists on the date of the Landlord Availability Notice or at any time thereafter until the date the ROFO Space is occupied by Tenant, then, at Landlord’s option, Tenant’s rights pursuant to this Article as to the ROFO Space set forth in that certain Landlord Availability Notice shall lapse and be of no further force or effect. (iv) Tenant’s rights of expansion under this Article 29 may be exercised only by the original Tenant, and may not be exercised by or for the benefit of any transferee, sublessee or assignee of Tenant; provided, however, that the right may be exercised by any Permitted Transferee. (v) If at any time any portion of the square feet of rentable area of the Premises has been subleased or assigned, other than to a Permitted Transferee, or if Sublandlord desires this Lease has been terminated with respect to sublease any such Expansion Space on economic terms which are not substantially portion, then Tenant’s rights pursuant to this Article shall lapse and be of no further force or effect. (vi) Tenant has the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord right under this Article 29 to lease the Expansion entire ROFO Space and identified in Landlord’s Availability Notice only. Tenant has no right to lease less nor more than the provisions of this paragraph shall again be applicableentire ROFO Space so identified.

Right of First Offer. If Sublandlord determines Subject to sublease any -------------------- part the rights of other tenants in the Building, if any, and pursuant to the following, Tenant shall have a one time right to lease in whole and not in part, or unless otherwise agreed to in writing by Landlord and Tenant, all of the Master “Expansion Space” adjacent to its Demised Premises other as delineated on Exhibit A pursuant to the following terms and conditions: Should Landlord receive a bona fide third party offer for all the Expansion Space, Landlord shall notify Tenant in writing (“Landlord’s Notice”) of its intention to lease said Expansion Space to a third party. Within five (5) business days of Landlord’s Notice, Tenant must notify Landlord in writing of its intention to lease all of said Expansion Space (“Tenant’s Notice”) at the same Basic Rent and terms and conditions of the Lease on the Demised Premises except that there shall be no Work Allowance or free rent period in connection with the Expansion Space and the Basic Rent for the Expansion Space shall not be less than the Subleased Premises (each such space an "rent to be paid pursuant to the third-party offer for the Expansion Space"), then Sublandlord shall notify Subtenant . The Term of the terms Lease for the Expansion Space shall be co-terminus with the Lease provided that such Right of First Offer shall not be exercisable by Tenant if there shall be less than three (3) years remaining on which Sublandlord is willing the Term taking into account any renewal of this Lease then exercised by Tenant. Should Tenant exercise this right, all of said Expansion Space shall be added to Tenant’s Demised Premises and commencement of Basic Rent for the Expansion Space shall occur thirty (30) days from the date of Tenant’s Notice to lease such the Expansion Space. Notwithstanding anything contained herein to the contrary, Tenant shall accept said Expansion Space in its “As-Is” condition and shall be responsible for any improvements for said Expansion Space. If Subtenant, within ten after five (105) business days after receipt of Sublandlord's written notice indicates Tenant has not notified Landlord in writing its agreement pursuant to the conditions above of Tenant’s election to lease the Expansion Space, then Landlord may lease all or part of the Expansion Space to any third party with any further obligation to Tenant. This Right of First Refusal will, therefore, expire and Tenant shall have no further option to lease the Expansion Space on for the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration remainder of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicableTenant’s Lease Term.

Right of First Offer. If Sublandlord determines Provided that no uncured Event of Default exists of any terms and conditions of this Lease, Tenant shall have a right of first offer to sublease any -------------------- part lease the following: a) approximately 5,190 square feet ("Suite 300") and approximately 2,263 square feet ("Suite 340") on the 3rd floor of the Master Premises other than building as shown on Exhibits D-1 and D-2 and (b) approximately 8,175 square feet (Suite "450") on the Subleased Premises (each such space an "Expansion Space"), then Sublandlord shall notify Subtenant 4th floor of the building as shown in Exhibit D-3 to the extent that Suite 450 is not used by Landlord for Landlord's offices, Building Amenities or Common Area at such time as such additional space is vacated by the prior tenant. Upon notification by Landlord in writing of the availability of space and the terms and conditions on which Sublandlord Landlord is willing to lease such Expansion Space. If Subtenantadditional space to Tenant, within ten Tenant shall have five (105) business days after receipt of Sublandlord's written notice indicates to notify Landlord in writing its agreement of Tenant's desire to lease the Expansion Space exercise Tenant's right of first offer on the terms stated and conditions. In the event Tenant fails to give Landlord notice of Tenant's election to lease such additional space within such time period, Tenant shall have no further right, title or interest in Sublandlord's noticesuch additional space and this right of first offer shall terminate. If, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the other hand, Tenant exercises its right of first offer in the manner prescribed, Tenant shall immediately deliver to Landlord payment for the first month's rent for such additional space (in the same manner as provided for in this Lease), and the lease amendment for such additional space shall be consummated without delay in accordance with the terms stated and conditions set forth in SublandlordLandlord's notice. If Subtenant Such additional space shall be leased to Tenant on an "as is" basis and Landlord shall have no obligation to improve such additional space or grant Tenant any improvement allowance thereon. Notwithstanding anything to the contrary herein contained, Tenant's right to the expansion premises shall be conditioned upon the following: (i) at the time Tenant agrees to accept the expansion premises and at the time of the commencement of the term for the expansion premises, Tenant shall be in possession of and occupying the primary premises for the conduct of its business therein and the same shall not be occupied by any assignee, subtenant or licensee and, provided further, that the option for additional space shall be applicable hereunder only if the expansion premises will actually be occupied by Tenant and (ii) the agreement of acceptance shall constitute a representation by Tenant to Landlord, effective as of the date of the agreement of acceptance and as of the date of commencement of the lease for the expansion premises, that Tenant does not indicate intend to assign the lease for the expansion premises, in writing its agreement whole or in part or sublet all or any portion of the Premises, the election to lease such Expansion Space on expand being for the terms purpose of utilizing the expansion premises for Tenant's purposes in the conduct of Tenant's business therein. Notwithstanding anything to the contrary contained in Sublandlordherein, reference made within this Paragraph 42 to Tenant shall mean Tenant and Tenant's notice within said ten (10Affiliates as provided under Paragraph 21.A(3) business day period, then Sublandlord thereafter Permitted Transfers except it shall have the right to not include sublease such Expansion Space to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions of this paragraph shall again be applicableAffiliates.

Right of First Offer. If Sublandlord determines Landlord hereby grants to sublease Tenant a right to lease the Qualified Space (as defined below) on and subject to the terms and conditions set forth in this Section. As used herein, “Qualified Space” means any -------------------- part vacant on the floor directly below the Leased Premises (2nd Floor) space of the Master Premises other than Building that becomes available during the Subleased Premises (each such space an "Expansion Space")term of this Lease, then Sublandlord including without limitation, any extensions or renewals thereof. Provided that Tenant is not in default of this Lease, Landlord shall notify Subtenant of the terms on which Sublandlord is willing offer to lease such Expansion Spacethe Qualified Space to Tenant on terms and conditions that are acceptable to Landlord (“Offer Proposal”). If Subtenant, Tenant shall either accept or reject the Offer Proposal in writing to Landlord within ten (10) business days after of receipt of Sublandlord's written notice indicates the Offer Proposal (or be deemed to reject the Offer Proposal). If Tenant does not accept such Offer Proposal, or is deemed to reject the Offer Proposal, Landlord is permitted for a period of one (1) year following the date of such rejection (or deemed rejection) to enter into a third party lease (“Third Party Lease”) for such Qualified Space on terms not less favorable to Landlord than those contained in writing its agreement the Offer Proposal. If Landlord fails to enter into a third party lease within one (1) year following the date of Tenant’s rejection of the Offer Proposal, Landlord shall reoffer to Tenant the right to lease the Expansion Qualified Space on according to the terms stated in Sublandlord's noticeabove. In such event, then Sublandlord shall sublease Tenant will be deemed to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing have waived its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter shall have the right to sublease such Expansion Space enter into a lease for the Qualified Space. The rights set forth in this Section 1.01(X) are personal to a third the party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which executing this Lease and are not substantially the same as those offered to Subtenant, any further transaction shall be deemed assignable or transferable. Upon a new determination by Landlord to lease the Expansion Space and the provisions permitted assignment or subletting of this paragraph Lease the rights under this Section 1.01(X) shall again expire and be applicableof no further force and effect. Tenant’s rights hereunder are conditioned upon and subject to Tenant’s not being in default beyond any applicable cure period during the time the Tenant accepts such Offer Proposal.

Right of First Offer. If Sublandlord determines 22.01 In the event that any Offer Space becomes available for leasing from time to sublease time during the Term. Landlord shall first offer to Tenant, prior to offering such Offer Space to any -------------------- third party, the right to lease the Offer Space, such offer (the “Offer Notice”) shall (a) be in writing, (b) specify the part of the Master Premises other than Offer Space being offered to Tenant hereunder (the Subleased Premises (each such space an "Expansion “Designated Offer Space"”), then Sublandlord and (c) specify the lease terms for the Designated Offer Space on such terms as Landlord may elect, including the rent to be paid for the Designated Offer Space, any rent abatements or free rent, any improvements to be performed by Landlord to the Designated Offer Space, any tenant improvement or work allowances, the date on which the Designated Offer Space shall be included in the Premises, and all other material terms of the offer. Tenant shall notify Subtenant of Landlord in writing whether Tenant elects to lease the entire Designated Offer Space on the terms on which Sublandlord is willing to lease such Expansion Space. If Subtenant, set forth in the Offer Notice within ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement Landlord delivers to Tenant the Offer Notice, TIME BEING OF THE ESSENCE TO TENANT’S ACCEPTANCE OF THE OFFER. If Tenant timely elects to lease the Expansion Designated Offer Space, then Landlord and Tenant shall execute an amendment to this Lease, effective as of the date the Designated Offer Space is to be included in the Premises, on the terms stated set forth in Sublandlord's noticethe Offer Notice and, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on extent not inconsistent with the Offer Notice terms, the terms stated of this Lease; however, Landlord shall deliver the Designated Offer Space in Sublandlord's noticethe Delivery Condition (subject to the agreed upon tenant improvements, if any, set forth in the Offer Notice) with any work and improvements required to be performed by Landlord in the Offer Notice Substantially Completed, but otherwise in its then “AS-IS” condition and Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements except as specifically provided in the Offer Notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on After the terms contained in Sublandlord's notice within said expiration of ten (10) business days after Landlord has given the Offer Notice, this option shall expire as to the Designated Offer Space and thereafter Landlord shall be free to rent the Designated Offer Space to whomever Landlord wishes and on whatever terms it desires provided that, for the one hundred eighty (180) days following the expiration of such ten (10) day period, Landlord shall be free to rent the Designated Offer Space to whomever Landlord wishes and on whatever terms it desires, unless within such one hundred eighty (180) day period, the net effective rent which Landlord is willing to accept from a third party is less than 95% of the net effective rent offered to Tenant as set forth in the Offer Notice, in which event, prior to entering into a lease with a third party on such modified terms, Landlord shall be obligated to re-offer such Designated Offer Space to Tenant on the modified terms in accordance with the terms of this Section 22.01. Should Landlord not lease the Designated Offer Space within such one hundred eighty (180) day period, Landlord shall be obligated to once again comply with this Section 22.01 with respect to such Offer Space. Notwithstanding the foregoing, if prior to Landlord’s delivery to Tenant of the Offer Notice, Landlord has received an offer to lease all or part of the Designated Offer Space from a third party (a “Third Party Offer”) and such Third Party Offer includes space in excess of the Designated Offer Space, Tenant must exercise its rights hereunder, if at all, as to all of the space contained in the Third Party Offer. The option once exercised is irrevocable. If the option is exercised Landlord and Tenant shall enter into an amendment to this Lease reflecting the expansion of the Premises on the terms of this Section 22.01. In no event shall Landlord be obligated to pay a commission with respect to any space leased by Tenant under this Article, and Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through, or under the indemnifying party. Anything contained in the ROFR Offer or in this Article 22 to the contrary notwithstanding, in the event that the Offer Space leased by Tenant is a partial floor, Landlord shall, as part of tenant improvements to be performed by Landlord and at Landlord’s expense, upgrade the bathrooms, install tile floors in the elevator landing, install new lighting and new carpeting in the common areas, of such partial floor, with first-class finishes and materials substantially similar to the MST Standard Improvements. Notwithstanding the foregoing, if the existing tenant under an expiring lease of any Designated Offer Space does not have a renewal or extension right in its lease as of the Effective Date and Landlord desires to extend its lease with such existing tenant, Landlord will give Tenant an Offer Notice as to such Designated Offer Space no less than twelve (12) months prior to the expiration of such lease(s), and Tenant will then Sublandlord thereafter shall have the right to sublease lease such Expansion Designated Offer Space in accordance with the terms of this Article 22. The rights granted in this Section 22.01 shall be subject to the satisfaction of the following conditions: (i) not more than twenty-five percent (25%) of the Premises is sublet to anyone other than to an Affiliate or a Permitted Transferee at the time Landlord would otherwise notify Tenant of the availability of the Designated Offer Space; (ii) this Lease has not been assigned to anyone other than an Affiliate or a Permitted Transferee at the time Landlord would otherwise notify Tenant of the availability of the Designated Offer Space; (iii) the Designated Offer Space is intended for the exclusive use of Tenant, a Permitted Transferee or an Affiliate only, and (iv) no Event of Default is outstanding at the time Landlord would otherwise notify Tenant of the availability of the Designated Offer Space. The rights granted to Tenant under this Section 22.01 shall be continuing throughout the Lease Term. If any portion of the Offer Space is not leased to a third party on substantially similar terms stated in Sublandlord's notice, which economic terms are substantially as of the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord to lease the Expansion Space and the provisions Effective Date of this paragraph Lease, Tenant’s rights under this Article as to such vacant space shall again be applicablenot commence until such space is leased to a third party and then becomes available for leasing.

Right of First Offer. If Sublandlord Subject to the rights of Intel Massachusetts, Inc. and SkillSoft Corporation under their respective leases executed prior to the date of this Lease, in the event that at any time during the Lease Term, Lessor determines that there is space available for lease in the Building for occupancy for the conduct of business therein that Lessor intends to sublease any -------------------- part of market for lease to third parties (the Master Premises other than the Subleased Premises (each such space an "Expansion Offer Space"), Lessor shall give written notice (the "Offer Notice") to Lessee. Provided that (i) there then Sublandlord exists no "Event of Default" (as hereinafter defined) hereunder, nor any event or condition that, with the giving of notice and/or the passage of time, would constitute an Event of Default hereunder, and (ii) except for any "Permitted Transfer" (as defined in Section 13 below), the Lessee named in the Preamble has not assigned this Lease without Lessor's consent and is then occupying the entire Leased Premises, and (iii) there are then at least eighteen (18) months remaining in the Lease Term (not including the Extension Term unless Lessee has previously exercised the Extension Option in accordance with the provisions of Section 2.B above), Lessee shall notify Subtenant have the right to lease the space identified in the Offer Notice for a term commencing on the date on which Lessor delivers possession thereof to Lessee, and ending on the last day of the Lease Term, and otherwise on the terms on which Sublandlord is willing set forth in the Offer Notice, by giving written notice of exercise ("Lessee's Exercise Notice") to lease such Expansion Space. If Subtenant, Lessor within ten (10) business days after receipt of Sublandlord's written notice indicates in writing its agreement Lessor gives the Offer Notice to lease the Expansion Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's noticeLessee. If Subtenant does not indicate in writing Lessee exercises its agreement right under this Section 3 to lease such Expansion space, then such space shall become subject to all of the terms of this Lease for a period coterminous with the Lease Term, except that (i) Base Rent for the Offer Space shall be the Fair Market Rent thereof (but in no event less than the amount of Base Rent then payable on account of the premises initially leased pursuant to this Lease), which Fair Market Rent shall be determined (if the parties cannot agree on the terms contained in Sublandlord's notice same within said ten (10) business day perioddays after Lessor receives Lessee's Exercise Notice) in the manner provided in Section 2.B.4 above (except that in this context, then Sublandlord thereafter Lessee shall not have the right to sublease rescind Lessee's Exercise Notice if the parties are unable to agree on the Fair Market Rent for the Offer Space), and (ii) to the extent to which the terms set forth in the Offer Notice are inconsistent with any of the terms of this Lease, the terms set forth in the Offer Notice shall apply to such Expansion space. In the event that Lessee, for any reason whatsoever, fails or refuses to give Lessee's Exercise Notice within such 10-day period, Lessee shall be deemed to have waived its rights under this Section 3 with respect to the Offer Space for the remainder of the Lease Term; provided, however, that if Lessor has not, within five (5) months after Lessor gave the Offer Notice to Lessee, entered into one or more leases covering such Offer Space on terms not substantially more favorable to the tenant thereunder than the terms set forth in the Offer Notice, Lessor shall be required to re-commence the process described in this Section 3 prior to entering into any lease of the Offer Space (or such unleased portion thereof) to a third party parry. Any space which is subjected to the terms of this Lease pursuant to this Section 3 shall be delivered broom clean but otherwise in its "as is" condition except as otherwise set forth in the Offer Notice. Effective upon the date on substantially similar which Lessor delivers possession to Lessee of any space which is subjected to the terms stated in Sublandlord's noticeof this Lease pursuant to this Section 3, which economic terms are substantially the same as those offered to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty (120) days after the expiration of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction space shall be deemed a new determination by Landlord to lease be part of the Expansion Space Leased Premises, subject to all of the terms, provisions and conditions set forth in this Lease (except as otherwise provided above in this Section 3), and Lessee's Proportionate Share shall be appropriately modified. Notwithstanding the foregoing, each party to this Lease shall, upon request of the other party, execute an amendment to this Lease setting forth the Rentable Area of the Offer Space, the date on which it becomes subject to this Lease, the Base Rent to be paid therefor, and the provisions adjustments to monthly installment payments due on account of this paragraph shall again be applicable"Operational Expenses" and "Utility Expenses" (as these terms are hereinafter defined) and to Lessee's Proportionate Share to reflect the addition of the Offer Space.

Right of First Offer. If Sublandlord determines and when any space in the building known as 9▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ (shown as “Additional Space” on Exhibit “D”) (the “Additional Space”) first becomes available for rental during the term of this lease and provided no Event of Default then exists, Tenant shall have the right of first offer to sublease any -------------------- part lease all of the Master Premises Additional Space, subject to the following: (a) Landlord shall notify Tenant when the Additional Space first becomes available for rental by any party other than the Subleased Premises tenant then in occupancy of the Additional Space, and the party having the Right of First Offer on the Additional Space has waived its right of offer. Tenant shall have seven (each 7) days following receipt of such space an "Expansion Space")notice within which to notify Landlord in writing that Tenant is interested in negotiating terms for leasing such Additional Space and to have its offer considered by Landlord prior to the leasing by Landlord of the Additional Space to a third party. If Tenant notifies Landlord within such time period that Tenant is so interested, then Sublandlord Landlord and Tenant shall notify Subtenant have 30 days following Landlord’s receipt of such notice from Tenant within which to negotiate mutually satisfactory terms for the leasing of the Additional Space by Tenant and to execute an amendment to this lease incorporating such terms on which Sublandlord is willing to or a new lease for the Additional Space. (b) If Tenant does not notify Landlord within such Expansion Space. If Subtenant7 days of its interest in leasing the Additional Space or if Tenant does not execute such amendment or lease within such 30 days, within ten (10) business days after receipt if applicable, then this right of Sublandlord's written notice indicates in writing its agreement first offer to lease the Expansion Additional Space on the terms stated in Sublandlord's notice, then Sublandlord shall sublease to Subtenant will lapse and Subtenant shall sublease from Sublandlord the Expansion Space on the terms stated in Sublandlord's notice. If Subtenant does not indicate in writing its agreement to lease such Expansion Space on the terms contained in Sublandlord's notice within said ten (10) business day period, then Sublandlord thereafter be of no further force or effect and Landlord shall have the right to sublease such Expansion lease all or part of the Additional Space to a third any other party at any time on substantially similar any terms stated in Sublandlord's notice, which economic terms are substantially the same as those offered and conditions acceptable to Subtenant. If Sublandlord does not lease such Expansion Space within one hundred twenty Landlord. (120c) days after the expiration This right of said ten (10) business day period, or if Sublandlord desires to sublease such Expansion Space on economic terms which are not substantially the same as those offered to Subtenant, any further transaction shall be deemed a new determination by Landlord first offer to lease the Expansion Additional Space is a one-time right if and when the provisions Additional Space first becomes available, is personal to Tenant and is non-transferable to any assignee or sublessee (regardless of this paragraph shall again be applicable.whether any such assignment or sublease was made with or without Landlord’s consent) or other party. Landlord’s approval: /s/ L▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇