Common use of Expansion Right of First Offer Clause in Contracts

Expansion Right of First Offer. In the event either Suite 102 including approximately 6,546 rentable square feet located immediately adjacent to the Premises in the Building or Suite 100A including approximately 3,002 rentable square feet located across from the Premises in the Building (“Qualified Expansion Space”) becomes available during the Initial Term, and Landlord intends to market the Qualified Expansion Space to third parties, Landlord shall so notify Tenant (“Market Notice”) which Market Notice shall include the general terms and conditions, including the proposed Yearly Fixed Rent under which Landlord intends to market the Qualified Expansion Space. Tenant shall then have a one (1) time right of first offer to lease the Qualified Expansion Space upon the same terms and conditions set forth in the Market Notice, except that the Yearly Fixed Rent payable by Tenant for the Qualified Expansion Space shall be ninety-five percent (95%) of the Yearly Fixed Rent that Landlord intends to market to third parties. Tenant may exercise its right to lease the Qualified Expansion Space by giving written notice of its intention to do so (“Lease Notice”) within seven (7) business days after Tenant’s receipt of the Market Notice. If Tenant does not deliver the Lease Notice to Landlord within seven (7) business days after receipt of the Market Notice, or if for any reason other than Landlord’s delay or failure to negotiate in good faith, Tenant does not enter into an amendment to this Lease incorporating the Qualified Expansion Space into the Premises on the terms set forth in the Market Notice within ten (10) days after Tenant’s receipt of a draft amendment from Landlord, then Tenant’s right to lease the Qualified Expansion Space described in the Market Notice shall be deemed waived in its entirety, and Landlord shall thereafter be permitted to rent the Qualified Expansion Space free from this Expansion Right of First Offer (“ROFO”) and without any further obligation to Tenant. Notwithstanding the foregoing, Landlord will re-offer the space, one-time only, to Tenant under the foregoing conditions if, within 60 days after the delivery of the original Market Notice to Tenant, Landlord intends to lease the Qualified Expansion Space at a rent which is less than or equal to 75% of the proposed Yearly Fixed Rent included in the Market Notice. Notwithstanding anything to the contrary contained herein, this ROFO: (a) shall apply only during the Initial Term; (b) with respect to Suite 102, shall apply only on or after that date which is twenty-four (24) months after the Term Commencement Date; and (c) with respect to Suite 100A, shall not apply with respect to any extension, renewal or modification of the currently existing lease of that space.

Expansion Right of First Offer. In the event either Suite 102 including approximately 6,546 rentable square feet located immediately adjacent to the Premises in the Building or Suite 100A including approximately 3,002 rentable square feet located across from the Premises in the Building (“Qualified Expansion Space”) becomes available during the Initial Term, and Landlord intends to market the Qualified Expansion Space to third parties, Landlord shall so notify Tenant (“Market Notice”) which Market Notice shall include the general terms and conditions, including the proposed Yearly Fixed Rent under which Landlord intends to market the Qualified Expansion Space. Tenant shall then have a one (1) time continuing right of first offer to lease space as it becomes available on the Qualified 2nd and 3rd floors of the Building subject to the following conditions: (a) No Event of Default then exists unless Tenant is proceeding diligently to cure such Event of Default and the cure is achieved within thirty (30) days of the date Landlord offers the space. (b) Landlord must offer to Tenant in writing the available space on the 2nd and 3rd floors (the “Expansion Space”) as it becomes available (“Landlord’s Notification”). Tenant shall have fifteen (15) days from the date of Landlord’s Notification to respond to Landlord in writing that Tenant is interested in leasing the Expansion Space upon (“Tenant’s Notification”). Within thirty (30) days of the date of Tenant’s Notification, Tenant and Landlord shall execute a lease modification agreement based on the same terms contained in this Lease except for Basic Rent and conditions set forth in the Market Notice, except that the Yearly Fixed Tenant’s Proportionate Share of Excess Office Area Operating Cost and Governmental Charges. Basic Rent payable by Tenant for the Qualified Expansion Space shall be ninety-five percent (95%) of the Yearly Fixed Rent that Landlord intends to market to third parties. Tenant may exercise its right to lease the Qualified Expansion Space by giving written notice of its intention to do so (“Lease Notice”) within seven (7) business days after Tenant’s receipt of the Market Notice. If Tenant does not deliver the Lease Notice to Landlord within seven (7) business days after receipt of the Market Notice, or if for any reason other than Landlord’s delay or failure to negotiate in good faith, Tenant does not enter into an amendment to this Lease incorporating the Qualified Expansion Space into the Premises based on the terms set forth then prevailing market rent for comparable office space in the Market Notice within ten (10) days after Tenant’s receipt of a draft amendment from Landlorddowntown Indianapolis, then Tenant’s right to lease the Qualified Expansion Space described in the Market Notice however said rate shall be deemed waived in its entirety, and Landlord shall thereafter be permitted to rent the Qualified Expansion Space free from this Expansion Right of First Offer (“ROFO”) and without any further obligation to Tenant. Notwithstanding the foregoing, Landlord will re-offer the space, one-time only, to Tenant under the foregoing conditions if, within 60 days after the delivery of the original Market Notice to Tenant, Landlord intends to lease the Qualified Expansion Space at a rent which is no less than or equal to 75% of the proposed Yearly Fixed Rent included in the Market Notice$13.00 per rentable square foot (not including tenant improvements and with no Basic Operating Cost adjustment). Notwithstanding anything to the contrary contained herein, if, after fifteen (15) days from Landlord’s Notification, Tenant has not responded in writing, Landlord will be free to lease the Expansion Space in any manner it chooses in its sole and absolute discretion; provided, however, while the Expansion Space is available and Landlord is not in negotiation for the Expansion Space with any other party, Tenant may lease the Expansion Space subject to the terms and conditions of this ROFO: (a) shall apply only Section 18.16 or if such Expansion Space is leased after Landlord’s notification and subsequently becomes available at any time during the Initial Term; (b) with respect to Suite 102, shall apply only on or after that date which is twenty-four (24) months after the Term Commencement Date; and (c) with respect to Suite 100A, shall not apply with respect to any extension, renewal or modification term of the currently existing lease lease, Landlord shall offer such Expansion Space to Tenant subject to the terms and conditions of that spacethis Section 18.16.

Expansion Right of First Offer. In the event either Suite 102 including approximately 6,546 rentable square feet located immediately adjacent to the Premises in the Building or Suite 100A including approximately 3,002 rentable square feet located across from the Premises in the Building (“Qualified Expansion Space”) becomes available during the Initial Term, and Landlord intends to market the Qualified Expansion Space to third parties, Landlord shall so notify Tenant (“Market Notice”) which Market Notice shall include the general terms and conditions, including the proposed Yearly Fixed Rent under which Landlord intends to market the Qualified Expansion Space. Tenant shall then have a one (1) time continuing right of first offer to lease space as it becomes available on the Qualified 2nd and 3rd floors of the Building subject to the following conditions: (a) No Event of Default then exists unless Tenant is proceeding diligently to cure such Event of Default and the cure is achieved within thirty (30) days of the date Landlord offers the space. (b) Landlord must offer to Tenant in writing the available space on the 2nd and 3rd floors (the "Expansion Space") as it becomes available ("Landlord's Notification"). Tenant shall have fifteen (15) days from the date of Landlord's Notification to respond to Landlord in writing that Tenant is interested in leasing the Expansion Space upon ("Tenant's Notification"). Within thirty (30) days of the date of Tenant's Notification, Tenant and Landlord shall execute a lease modification agreement based on the same terms contained in this Lease except for Basic Rent and conditions set forth in the Market Notice, except that the Yearly Fixed Tenant's Proportionate Share of Excess Office Area Operating Cost and Governmental Charges. Basic Rent payable by Tenant for the Qualified Expansion Space shall be ninety-five percent (95%) of the Yearly Fixed Rent that Landlord intends to market to third parties. Tenant may exercise its right to lease the Qualified Expansion Space by giving written notice of its intention to do so (“Lease Notice”) within seven (7) business days after Tenant’s receipt of the Market Notice. If Tenant does not deliver the Lease Notice to Landlord within seven (7) business days after receipt of the Market Notice, or if for any reason other than Landlord’s delay or failure to negotiate in good faith, Tenant does not enter into an amendment to this Lease incorporating the Qualified Expansion Space into the Premises based on the terms set forth then prevailing market rent for comparable office space in the Market Notice within ten (10) days after Tenant’s receipt of a draft amendment from Landlorddowntown Indianapolis, then Tenant’s right to lease the Qualified Expansion Space described in the Market Notice however said rate shall be deemed waived in its entirety, and Landlord shall thereafter be permitted to rent the Qualified Expansion Space free from this Expansion Right of First Offer (“ROFO”) and without any further obligation to Tenant. Notwithstanding the foregoing, Landlord will re-offer the space, one-time only, to Tenant under the foregoing conditions if, within 60 days after the delivery of the original Market Notice to Tenant, Landlord intends to lease the Qualified Expansion Space at a rent which is no less than or equal to 75% of the proposed Yearly Fixed Rent included in the Market Notice$13.00 per rentable square foot (not including tenant improvements and with no Basic Operating Cost adjustment). Notwithstanding anything to the contrary contained herein, if, after fifteen (15) days from Landlord's Notification, Tenant has not responded in writing, Landlord will be free to lease the Expansion Space in any manner it chooses in its sole and absolute discretion; provided, however, while the Expansion Space is available and Landlord is not in negotiation for the Expansion Space with any other party, Tenant may lease the Expansion Space subject to the terms and conditions of this ROFO: (a) shall apply only Section 18.16 or if such Expansion Space is leased after Landlord's notification and subsequently becomes available at any time during the Initial Term; (b) with respect to Suite 102, shall apply only on or after that date which is twenty-four (24) months after the Term Commencement Date; and (c) with respect to Suite 100A, shall not apply with respect to any extension, renewal or modification term of the currently existing lease lease, Landlord shall offer such Expansion Space to Tenant subject to the terms and conditions of that spacethis Section 18.16.

Expansion Right of First Offer. In the event either Suite 102 including approximately 6,546 rentable square feet located immediately adjacent to the Premises in the Building or Suite 100A including approximately 3,002 rentable square feet located across from the Premises in the Building (“Qualified Expansion Space”) becomes available during the Initial Term, and Landlord intends to market the Qualified Expansion Space to third parties, Landlord shall so notify Tenant (“Market Notice”) which Market Notice shall include the general terms and conditions, including the proposed Yearly Fixed Rent under which Landlord intends to market the Qualified Expansion Space. Tenant shall then have a one (1) time right of first offer to lease the Qualified Expansion Space upon the same terms and conditions set forth in the Market Notice, except that the Yearly Fixed Rent payable by Tenant for the Qualified Expansion Space shall be ninety-five percent (95%) of the Yearly Fixed Rent that Landlord intends to market to third parties. Tenant may exercise its right to lease the Qualified Expansion Space by giving written notice of its intention to do so (“Lease Notice”) within seven (7) business days after Tenant’s receipt of the Market Notice. If Tenant does not deliver the Lease Notice to Landlord within seven (7) business days after receipt of the Market Notice, or if for any reason other than Landlord’s delay or failure to negotiate in good faith, Tenant does not enter into an amendment to this Lease incorporating the Qualified Expansion Space into the Premises on the terms set forth in the Market Notice within ten (10) days after TenantXxxxxx’s receipt of a draft amendment from Landlord, then Tenant’s right to lease the Qualified Expansion Space described in the Market Notice shall be deemed waived in its entirety, and Landlord shall thereafter be permitted to rent the Qualified Expansion Space free from this Expansion Right of First Offer (“ROFO”) and without any further obligation to Tenant. Notwithstanding the foregoing, Landlord will re-offer the space, one-time only, to Tenant under the foregoing conditions if, within 60 days after the delivery of the original Market Notice to Tenant, Landlord intends to lease the Qualified Expansion Space at a rent which is less than or equal to 75% of the proposed Yearly Fixed Rent included in the Market Notice. Notwithstanding anything to the contrary contained herein, this ROFO: (a) shall apply only during the Initial Term; (b) with respect to Suite 102, shall apply only on or after that date which is twenty-four (24) months after the Term Commencement Date; and (c) with respect to Suite 100A, shall not apply with respect to any extension, renewal or modification of the currently existing lease of that space.

Expansion Right of First Offer. In Commencing as of the event either Suite 102 including approximately 6,546 rentable square feet located immediately adjacent Commencement Date and continuing until that date which is five business days after Landlord delivers written notice (“Landlord’s Triggering Notice”) to Tenant that it has another interested prospective tenant for the Premises in Expansion Space (as defined below), Tenant shall have the one-time first right to request that Landlord enter into negotiations with Tenant for the leasing of that certain unleased space on the first and second floors of the Building or Suite 100A including approximately 3,002 rentable square feet located across from which are contiguous to she existing Premises (the Premises in the Building (“Qualified Expansion Space”). If Tenant delivers to Landlord written notice (“Tenant’s Exercise Notice”) becomes available of its desire to commence such negotiations prior to that date which is five business days after Landlord’s delivery of Landlord’s Triggering Notice, then Landlord shall thereafter not enter into any lease with another party for the Expansion Space during the Initial Termfive day period following delivery of the Tenant’s Exercise Notice, and during such five day period, the parties shall meet (in person or telephonically) and in good faith seek to negotiate mutually satisfactory terms upon which Landlord intends to market will lease the Qualified Expansion Space to third parties, Tenant. Landlord shall so notify offer the Expansion Space to Tenant (“Market Notice”) which Market Notice shall include the general an terms and conditions, including the proposed Yearly Fixed Rent under not less favorable to Tenant than those upon which Landlord intends to market would offer the Qualified Expansion Space. Tenant shall then have a one (1) time right of first offer to lease the Qualified Expansion Space upon the same terms and conditions set forth in the Market Notice, except that the Yearly Fixed Rent payable by Tenant for the Qualified Expansion Space shall be ninety-five percent (95%) of the Yearly Fixed Rent that Landlord intends to market to an unaffiliated third parties. Tenant may exercise its right to lease the Qualified Expansion Space by giving written notice of its intention to do so (“Lease Notice”) within seven (7) business days after Tenant’s receipt of the Market Noticeparty tenant. If Landlord and Tenant does have not deliver the Lease Notice to Landlord within seven entered into a lease (7) business days after receipt of the Market Notice, or if for any reason other than Landlord’s delay or failure to negotiate in good faith, Tenant does not enter into an amendment to this Lease incorporating Lease) by which Tenant leases the Qualified Expansion Space into the Premises on the terms set forth in the Market Notice within ten (10) days after Tenant’s receipt of a draft amendment from Landlordsuch five day period, then Tenant’s right to lease the Qualified Expansion Space described in the Market Notice rights hereunder shall be deemed waived in its entirety, and Landlord shall thereafter be permitted to rent the Qualified Expansion Space free from this Expansion Right of First Offer (“ROFO”) and without any further obligation to Tenant. Notwithstanding the foregoing, Landlord will re-offer the space, one-time only, to Tenant under the foregoing conditions if, within 60 days after the delivery of the original Market Notice to Tenant, Landlord intends to lease the Qualified Expansion Space at a rent which is less than or equal to 75% of the proposed Yearly Fixed Rent included in the Market Notice. Notwithstanding anything to the contrary contained herein, this ROFO: (a) shall apply only during the Initial Term; (b) with respect to Suite 102, shall apply only on or after that date which is twenty-four (24) months after the Term Commencement Date; and (c) with respect to Suite 100A, shall not apply with respect to any extension, renewal or modification of the currently existing lease of that spaceterminate.

Expansion Right of First Offer. (a) In the event either Suite 102 including approximately 6,546 rentable Tenant requests expansion into the remaining 22,000 square feet located immediately adjacent to foot space (the Premises in the Building or Suite 100A including approximately 3,002 rentable square feet located across from the Premises in the Building (“Qualified Expansion Space”) becomes available during currently leased (the Initial Term“Bel Lease”) by Bel Power (“Bel”) prior to Bel’s lease expiration date of February 28, and Landlord intends to market 2014 (the Qualified Expansion Space to third parties“Bel Expiration Date”), Landlord shall so notify Tenant use its best efforts (“Market Notice”but without liability if it shall be unsuccessful) which Market Notice to enter into an early termination with Bel and, if Landlord is successful, this Lease shall include be amended to incorporate the general terms and conditions, including the proposed Yearly Fixed Rent under which Landlord intends to market the Qualified Expansion Space. Tenant shall then have a one (1) time right of first offer to lease the Qualified Expansion Space upon on all of the same terms and conditions set forth in as are applicable to the Market NoticePremises, except that and the Yearly Fixed Rent payable by Tenant Term of the Lease for the Qualified Expansion Space shall be ninety-five percent coterminous with the Lease Term except that (95%i) of the Yearly Fixed Rent Expansion Space shall be leased AS IS with no Landlord construction obligations and no allowance except that Landlord intends to market to third parties. Tenant may exercise its right to lease shall complete the Qualified Bel Power Space Environmental Work in the Expansion Space by giving written notice of its intention shown on Exhibit C prior to do so (“Lease Notice”) within seven (7) business days after Tenant’s receipt of occupancy thereof and (ii) for the Market Notice. If Tenant does not deliver period prior to February 28, 2014, the Lease Notice Basic Rent shall be the per square foot Basic Rent in effect from time to time under this Lease, adjusted to compensate Landlord for the net cost to Landlord within seven of effecting such early termination (7including any reduction of rent arising therefrom), if any, but in no event shall the Basic Rent for the Expansion Space for the period from the Expansion Space Rent Commencement Date (as hereinafter defined) business days to February 28, 2014 exceed the basic rent that would have been payable under the Bel Lease during such period; and from and after receipt of March 1, 2014 through the Market NoticeStated Expiration Date (as the same may be extended or terminated), or if the Basic Rent for any reason other than the Expansion Space shall be the per foot Basic Rent in effect from time to time under this Lease. Landlord’s delay or failure obligation to negotiate in good faith, Tenant does not use its best efforts to enter into an amendment early termination of the Bel Lease pursuant to this Lease incorporating the Qualified Expansion Space into the Premises on the terms set forth in the Market Notice within ten (10Section 26.09(a) days after Tenant’s receipt of a draft amendment from Landlord, then Tenant’s right to lease the Qualified Expansion Space described in the Market Notice shall be deemed waived in its entirety, and Landlord shall thereafter be permitted to rent the Qualified Expansion Space free from this Expansion Right of First Offer (“ROFO”) and without not include any further obligation to Tenant. Notwithstanding make any termination or other payment to Bel unless Tenant provides the foregoing, Landlord will re-offer the space, one-time only, to Tenant under the foregoing conditions if, within 60 days after the delivery of the original Market Notice to Tenant, Landlord intends to lease the Qualified Expansion Space at a rent which is less than or equal to 75% of the proposed Yearly Fixed Rent included in the Market Notice. Notwithstanding anything to the contrary contained herein, this ROFO: (a) shall apply only during the Initial Term; (b) with respect to Suite 102, shall apply only on or after that date which is twenty-four (24) months after the Term Commencement Date; and (c) with respect to Suite 100A, shall not apply with respect to any extension, renewal or modification of the currently existing lease of that spacefunds therefor.