Common use of Expansion Right Clause in Contracts

Expansion Right. So long as there are at least three (3) years remaining on the Term of this Lease (as extended), Tenant shall have an ongoing right of first offer (“Right of First Offer”) to lease adjacent space (“Offer Space” as indicated in Exhibit F herein) to the Premises subject to the following conditions at the time Tenant exercises the Right of First Offer: a) the Lease must be in full force and effect, b) Tenant shall not be in default under the Lease beyond any applicable cure periods; nor shall Tenant be in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord shall not, during the Term of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same Base Rent and Additional Rent as Tenant’s then existing space and in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing Notice”) and Tenant either rejects such offer or a period of thirty (30) days has elapsed from the date that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlord. If Tenant timely delivers to Landlord, in accordance with the conditions of this Section, written notice of tenants exercise of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions provided in this Section, then the Available Offer Space shall be deemed added to the Premises and subject to the terms and conditions in the Lease, with the exception of those Lease modifications set forth in subsection (a) below.

Expansion Right. So Commencing on the Rent Commencement Date and continuing through the date that is 12 months after the Rent Commencement Date (“Expansion Right Expiration Date”), if and for so long as there are at least three (3) years remaining on the Term of this Lease (as extended)Expansion Space is available for lease, Tenant shall have an ongoing right of first offer the right, but not the obligation, to elect to expand (“Right of First OfferDirect Expansion Right”) the Premises to include all and not less than all of the Expansion Space by delivery of written notice to Landlord of its election to exercise the Direct Expansion Right (“Expansion Exercise Notice” ). If Tenant elects to lease adjacent space the Expansion Space by timely delivering a Expansion Exercise Notice to Landlord, Tenant shall be deemed to agree to lease the Expansion Space on the same terms and conditions as this Lease, except that (“Offer i) the amount of the Security Deposit shall be proportionately increased, (ii) the definition of Premises shall be amended to include the Expansion Space” as indicated in Exhibit F herein, (iii) the Base Rent payable for the Expansion Space shall be equal to the Premises per square foot amount of Base Rent then payable for the Premises, which shall be subject to adjustment pursuant to Section 4, (iv) Tenant’s Share of Operating Expenses shall be proportionately increased based upon the following conditions at addition of the time Tenant exercises Expansion Space to the Right of First Offer: a) the Lease must be in full force and effectPremises, b(v) Tenant shall not be accept the Expansion Space in default under its “as is” condition as of the Lease beyond expiration or earlier termination of any applicable cure periods; nor then existing lease affecting the Expansion Space, (vi) Landlord shall Tenant be in default under provide the Lease at the Commencement Date same per square foot TI Allowance as was provided for the Offer Premises as a tenant improvement allowance for the Expansion Space (defined below) beyond any applicable cure periodsbut ratably reduced based on the length of the remaining Base Term after the Expansion Space is delivered to Tenant for the construction of tenant improvements within the Expansion Space of a fixed and permanent nature desired by Tenant and approved by Landlord, and c) Tenant’s then current financial condition meets which tenant improvements shall be constructed by Tenant pursuant to the financial criteria terms of a work letter reasonably acceptable to Landlord. Subject Landlord and Tenant, (vii) the Base Term of the Lease shall commence with respect to the other terms of this Section Expansion Space and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord Tenant shall not, during the Term of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same commence paying Base Rent and Additional Rent Operating Expenses on the date that is 6 months after the Expansion Exercise Notice, and (viii) the Early Termination Payment (as defined in Section 41 below) shall be increased by $750,000 to $1,500,000 (collectively, the Expansion Right Terms”). Tenant’s then existing space and in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space failure to timely deliver an Expansion Exercise Notice to Landlord shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if be an election by Tenant not to exercise Tenant’s Direct Expansion Right pursuant to this Section 39(b) with respect to the space is i) assigned or subleased by the current tenant of the spaceExpansion Space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord in which case Tenant shall not lease any such Available Offer Space be deemed to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing Notice”have forever waived its rights under this Section 39(b) and this Section 39(b) shall be of no further force or effect. Notwithstanding anything to the contrary contained in this Section 39(b), Tenant either rejects such offer or a period of thirty acknowledges and agrees that (30x) days has elapsed Landlord is under no obligation to keep the Expansion Space vacant from the date that Tenant has received hereof until the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Expansion Right Expiration Date and, prior to Tenant’s current financial condition meets election to exercise its Direct Expansion Right, Landlord is free to lease the financial criteria reasonably acceptable Expansion Space at any time to Landlord. If Tenant timely delivers to Landlord, in accordance with the conditions of this Section, written notice of tenants exercise of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) any party and Landlord determines that Tenant meets all of the conditions provided in this Section, then the Available Offer Space shall be deemed added to the Premises and subject to the on any terms and conditions acceptable to Landlord in its sole and absolute discretion, and (y) if Landlord leases the LeaseExpansion Space to any other party, with the exception of those Lease modifications set forth in subsection (a) belowTenant’s Direct Expansion Right shall immediately terminate and Tenant shall have no further to exercise its Direct Expansion Right.

Expansion Right. So long as there are at least three (3) years remaining on From the Term execution date of this Amendment, and continuing until April 30, 2014, provided Tenant is not in default of any of the terms, conditions or covenants of the Lease, Landlord agrees that any additional premises in the Building that may be added to this Lease (as extended), by mutual agreement between Landlord and Tenant shall have an ongoing right of first offer (“Right of First Offer”) to lease adjacent space (“Offer Space” as indicated in Exhibit F herein) to the Premises subject to the following conditions at the time Tenant exercises the Right of First Offer: a) the Lease must be in full force and effect, b) Tenant shall not be in default under the Lease beyond any applicable cure periods; nor shall Tenant be in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord shall not, during the Term of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at upon the same Base Rent and Additional Rent as Tenant’s then existing space and in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing Notice”) and Tenant either rejects such offer or a period of thirty (30) days has elapsed from the date that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlord. If Tenant timely delivers to Landlord, in accordance with the conditions of this Section, written notice of tenants exercise of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions provided in this Section, then the Available Offer Space shall be deemed added to the Premises and subject to the terms and conditions in the Lease. In such event, with in the exception lease amendment mutually agreed to by Landlord and Tenant, Base Rental shall be increased (at the same rate per annum provided in the Lease) based on the additional Net Rentable Area being added to the original Premises, Landlord shall allow for a Tenant Allowance equal to $5.00 per Net Rentable Area of those the additional space, the ratio of the Area of the Premises to the Area of the Building shall be modified based on the additional space being added to the original Premises, and any other terms shall be modified to the extent necessary because of such additional space being added to the original Premises. All other terms and conditions of this Lease modifications shall apply to the additional space. Base Rental for any additional space shall commence upon the earlier to occur of (i) the date possession is delivered to Tenant, or (ii) within thirty (30) days following mutual execution of the lease amendment, or as otherwise set forth in subsection (athe lease amendment. This expansion right does not constitute a light of first offer or right of first refusal to Tenant for any additional premises in the Building. This expansion right only defines the terms of any future expansion of Tenant by mutual agreement between Landlord and Tenant during the period from the execution date of this Amendment and April 30, 2014. All rights of Tenant herein shall be subject to any existing tenant's preferential rights and the execution of a mutually acceptable lease amendment incorporating the terms specified herein. These rights are personal to Tenant and shall not apply to any of Tenant's Assignee(s) belowor Sublessee(s). All rights of Tenant with respect to this expansion right shall expire and terminate as of April 30, 2014.

Expansion Right. So long as there are at least three Provided (3i) years remaining on no Tenant default has occurred and is continuing hereunder, beyond any applicable notice and cure periods (ii) Tenant has not assigned this Lease nor sublet all or any portion of the Term Leased Premises, (iii) Tenant is occupying the Leased Premises in accordance with the terms of this Lease Lease, (iv) the Refusal Space is then unoccupied and not subject to the terms of a lease and (v) Tenant has not waived its right to the Refusal Space, which it shall be deemed to have waived by waiving Tenant’s Right of First Refusal as extended)provided in Section 16.21 of the Lease, Tenant shall have an ongoing the right of first offer (“Right of First Offer”) to expand the Leased Premises to include the Refusal Space at any time after May 22, 2015. In the event Tenant desires to lease adjacent space the Refusal Space pursuant to this Section 6, Tenant must deliver five (“Offer 5) months prior written notice to Landlord of its desire to lease the Refusal Space” as indicated in Exhibit F herein) to the Premises subject to . In such event, Landlord and Tenant shall enter into a lease amendment which shall contain the following conditions at the time Tenant exercises the Right of First Offerterms: (a) the Lease must Leased Premises shall be in full force and effect, expanded to include the Refusal Space; (b) Tenant shall not be in default under the Lease beyond any applicable cure periods; nor Term shall Tenant be in default under extended such that the Lease at Term shall expire on the Commencement Date last day of the month following five (5) years from the rent commencement date for the Offer Space Refusal Space; (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets Proportionate Share shall be increased to six and one tenth percent (6.10%); (d) the financial criteria reasonably acceptable to Landlord. Subject to rent for the other terms of this Section and notwithstanding any prior election or non-election of Offer Refusal Space by Tenant, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord shall not, during the Term of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same Base Rent rent per square foot as it then is for the Leased Premises and Additional Rent as Tenant’s then existing space shall increase annually by two and in a turnkey finished condition substantially one half percent (2.5%) consistent with the Premises at Landlord’s sole cost and expense. scheduled dates for rent escalations as provided herein; (e) the rent commencement date for the Refusal Space shall deemed to “become available” when the lease for any current tenant of all or a portion be five (5) months following execution of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if amendment for the space is iRefusal Space; (f) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered deliver the Available Offer Refusal Space to Tenant in writing its as is where is condition; and (g) Landlord shall provide Tenant with a tenant improvement allowance equal to $30.00 per rentable square foot of Refusal Space, and such tenant improvement allowance shall be paid to Tenant consistent with Exhibit A attached hereto. In the “First Offer Leasing Notice”) and Tenant either rejects such offer or a period of thirty (30) days has elapsed from the date event that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of exercises its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlord. If Tenant timely delivers to Landlord, in accordance with the conditions of this Section, written notice of tenants exercise of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions expansion right provided in this SectionSection 6, then the Available Offer Space Tenant shall be deemed added to the Premises and subject to the terms and conditions have waived its renewal option provided in the Lease, with the exception of those Lease modifications set forth in subsection (a) belowSection 4 herein.

Expansion Right. So Subject to the provisions of this Section 19, so long as there are at least three (3) years remaining on remain in the Term of this Lease (as extended)Sublease Term, Tenant including the Extension Right, if exercised by Subtenant, Subtenant shall have an ongoing right of first offer (the “Right of First Offer”) to lease adjacent space on any then-available portions of the second floor of the Building (each, a “ROFO Space”) upon the following terms and conditions. This Right of First Offer Space” as indicated in Exhibit F herein) is subject and subordinate to the Premises subject right of Sublandlord or any affiliate of Sublandlord to use or occupy such ROFO Space, but no other party holds expansion or first offer or refusal rights to the following conditions at ROFO Space that are superior to the time Tenant exercises rights of Subtenant set forth in this Section 19. Sublandlord will notify Subtenant of its plans to market a ROFO Space (the “ROFO Notice”) for lease to any party unrelated to Sublandlord (it being acknowledged and agreed that the Right of First Offer shall not be applicable to space Sublandlord intends to occupy and/or provide to affiliates of Sublandlord), which ROFO Notice shall specify the location and square footage for such ROFO Space, Sublandlord’s estimate of the Fair Market Rent (as defined below) for such ROFO Space, the date of availability of such ROFO Space and all other material terms and conditions which will apply to such ROFO Space. Within ten (10) business days following its receipt of any ROFO Notice, Subtenant shall have the right to accept the same by written notice to Sublandlord (the “ROFO Acceptance Notice”), provided that if Subtenant disputes Sublandlord’s estimate of the Fair Market Rent in the ROFO Acceptance Notice, the Fair Market Rent for such space shall be determined as set forth in Section 20 (as appropriately modified to determine fair market rent for expansion space as opposed to a renewal term). If Subtenant timely delivers a ROFO Acceptance Notice, Sublandlord and Subtenant shall execute an amendment to this Sublease, subject to Prime Landlord approval and consent, incorporating the ROFO Space into the Subleased Premises for the remainder of the Sublease Term, as the same may be extended, upon the terms contained in the ROFO Notice within ten (10) business days following Sublandlord’s delivery to Subtenant of a form therefor (and if the Sublandlord’s determination of Fair Market Rent was disputed in the ROFO Notice and not agreed to as of the commencement of the term for such ROFO Space, then rent shall be Sublandlord’s determination of Fair Market Rent until the finalization of the Fair Market Rent appraisal, and any change in such rent amount shall be adjusted – with applicable credits or reimbursement for any underpayment or overpayment - thereafter). In no event shall the Fair Market Rent for the ROFO Space be less than the then current Base Rent for the Subleased Premises. If Subtenant fails to timely deliver a ROFO Acceptance Notice within said ten (10) business day period or fails to execute Sublandlord’s form of amendment for such ROFO Space within ten (10) business days of receipt from Sublandlord of the same, Subtenant shall be deemed to have waived its rights with respect to a ROFO Space and Sublandlord shall be entitled, but not required, to lease all or any portion of such ROFO Space to any party or parties on such terms 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 Sublandlord determines, all in its sole discretion, and the Right of First Offer with respect to such ROFO Space in such ROFO Notice shall be of no further force or effect. Notwithstanding any contrary provision of this Sublease, any Right of First Offer: a, and any exercise by Subtenant of any Right of First Offer shall be void and of no effect unless on the date Subtenant timely delivers a ROFO Acceptance Notice to Sublandlord and on the commencement date of the amendment for a ROFO Space (as applicable): (i) the Lease must be this Sublease is in full force and effect, b(ii) Tenant no default has occurred under this Sublease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) Subtenant shall not have assigned this Sublease, except as may be assigned through a Permitted Transfer, and there shall not be any sub-sublease or sub-subleases then in default under effect except for Permitted Transfers. Subtenant acknowledges and agrees that Subtenant’s Right of First Offer with respect to any space that is not subject to a third-party lease on the Lease beyond date hereof (the “Vacant Space”) shall not be of any applicable cure periods; nor shall Tenant be force or effect until such time as such Vacant Space has been initially leased to a third-party tenant after the date hereof and such lease (and any rights held by such tenant in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part of the Offer Space Building consisting of a ROFO Space) has or will “become available” for leasing by the Landlord (defined below), Landlord shall not, during the Term of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same Base Rent and Additional Rent as Tenant’s then existing space and in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing Notice”) and Tenant either rejects such offer or a period of thirty (30) days has elapsed from the date that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlord. If Tenant timely delivers to Landlord, in accordance with the conditions of this Section, written notice of tenants exercise of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions provided in this Section, then the Available Offer Space shall be deemed added to the Premises and subject to the terms and conditions in the Lease, with the exception of those Lease modifications set forth in subsection (a) belowsubsequently expired.

Expansion Right. So long as there are at least three (3) years remaining on the Term of this Lease (as extended), Tenant shall have an ongoing right of first offer (“Right of First Offer”) to lease adjacent space (“Offer Space” as indicated in Exhibit F herein) to the Premises subject to the following conditions at the time Tenant exercises the Right of First Offer: a) the Lease must be in full force and effect, b) Tenant shall not be in default under the Lease beyond any applicable cure periods; nor shall Tenant be in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms and conditions set forth in this Section 1, the owner of the Phase II Building (the "Phase II Owner") grants to JDA the right ("Offer Right") to be offered by the Phase II Owner the opportunity to lease an approximately 11,000 rentable square foot contiguous block of space in the Phase II Building (the "Expansion Space"), which Expansion Space will be provided to JDA, if at all, between the sixtieth (60th) and seventy-second (72nd) calendar month after the date of issuance of all governmental approvals of substantial completion of the Phase II Building shell (the "Offer Right Period"). The location of such space will be determined by Landlord in Landlord's sole and absolute discretion. At least twelve (12) months prior to the date that the Phase II Owner will make the Expansion Space available to JDA, the Phase II Owner will give JDA written notice of the availability and location thereof and the date upon which the Expansion Space can be delivered to JDA (the "Expansion Space Delivery Date"). At least nine (9) months prior to the Expansion Space Delivery Date, JDA shall notify the Phase II Owner in writing whether JDA elects to exercise its right to lease the Expansion Space on the terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant1. If JDA elects not to lease the Expansion Space, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord shall not, during the Term provisions of this Lease Section 1 shall be null, void and of no further force or any renewal or extension thereof, lease effect. Failure of JDA to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right timely respond in writing will be deemed an election by JDA not to lease such Available Offer Space, such space to be offered at [OPUS LETTERHEAD] Expansion Space from the same Base Rent and Additional Rent as Tenant’s then existing space and in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expensePhase II Owner. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing Notice”) and Tenant either rejects such offer or a period of Within thirty (30) days of receipt of JDA's notice indicating JDA's decision to lease the Expansion Space, the Phase II Owner shall provide JDA a form of lease in regard to JDA's lease of the Expansion Space. The lease of the Expansion Space shall commence upon delivery of the Expansion Space to JDA, shall expire on December 31, 2014 and Base Rent for the Expansion Space will be at $17.00 per rentable square foot of the Expansion Space for months one (1) through thirty (30) of such term and at $18.50 per rentable square foot of the Expansion Space for months thirty-one (31) through the expiration of such term. The Expansion Space will be provided to JDA in "as is" condition without representation or warranty by the Phase II Owner and without any obligation on the Phase II Owner's part to construct any tenant improvements therein or to pay any brokerage commission relating thereto. With respect to tenant improvements, if the Expansion Space is in "shell" condition (e.g., the Expansion Space has elapsed from not previously been improved for occupancy by a tenant on the Expansion Space Delivery Date), the Phase II Owner shall provide to JDA a tenant improvement allowance relating to the Expansion Space at then fair market rates for similar buildings, taking into account the term of the lease of the Expansion Space, the condition of the Expansion Space as of the date that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance commencement of such First Offer Leasing Notice JDA's leasing thereof, and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlordother relevant factors. If Tenant timely delivers to Landlordthe Expansion Space has previously been improved for occupancy by a tenant, in accordance no tenant improvement allowance will be payable with the conditions of this Section, written notice of tenants exercise of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions provided in this Section, then the Available Offer Space shall be deemed added to the Premises and subject to the terms and conditions in the Lease, with the exception of those Lease modifications set forth in subsection (a) belowrespect thereto.

Expansion Right. So long Subject to (a) Tenant not being in default beyond any applicable notice and cure period at the time of exercise nor Tenant being in default beyond any notice and cure period of any monetary obligations under this Lease more than twice during the twenty-four (24) month period preceding the time of exercise; (b) Tenant occupying not less than all of the Premises; (c) the rights of other tenants within the Building pursuant to written leases in effect as of the date of this Second Amendment, and (d) such limitations as are imposed by other tenant leases in effect as of the date of this Second Amendment, if, at any time during the Term (including any Renewal Term), Landlord intends to enter into a lease for Suites E100, E110, E120, E-130 and/or E140 (individually or all together herein referred to as the “Offered Space”) with anyone other than the tenant then occupying such Offered Space, Landlord shall first offer to Tenant the right to include the Offered Space within the Premises. With respect to such offer, Landlord shall notify Tenant in writing with regard to the Offered Space, and in such written notice, Landlord shall provide Tenant with the terms upon which Landlord would lease such Offered Space (if such notice is within the first two (2) years following the Additional Premises Commencement Date, such terms shall be the same terms as set forth in this Lease with the free rent and tenant allowance prorated for the remaining Term), provided that, if there are at least less than three (3) years remaining on the then current Term at the time of this Lease (as extended)exercise, Tenant shall have an ongoing right also extend the Term of first offer (“Right of First Offer”) to lease adjacent space (“Offer Space” as indicated in Exhibit F herein) to the Premises subject to the following conditions at the time Tenant exercises the Right of First Offer: a) the Lease must for at least an additional three (3) year Term, whereupon Tenant shall have fifteen (15) days next following Landlord’s delivery of such notice within which to accept such terms, time being of the essence. Should Tenant accept such terms specified by Landlord, the parties shall enter into a new lease, or an amendment to this Lease, to memorialize their agreement. In the absence of any further agreement by the parties, such Offered Space shall be delivered “AS IS”, in full force a good, neat, orderly and effectbroom clean condition with all personal property and other tenants removed from such Offered Space, band Rent for such Offered Space shall commence on that date which is the earlier of: (x) Tenant’s occupancy thereof, and (y) five (5) days after Landlord delivers such Offered Space to Tenant free of other tenants and occupants. If Tenant shall not be in default accept Landlord’s terms within such fifteen (15) day period, or if the parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within forty-five (45) days next following Landlord’s original notice under the Lease beyond any applicable cure periods; nor this paragraph 7, then Tenant’s rights to lease such space shall Tenant be in default under the Lease at the Commencement Date lapse until such Offered Space again becomes available for the Offer Space (defined below) beyond any applicable cure periodslease, and c) Landlord may, at its discretion, lease such Offered Space to a third party upon the identical terms and conditions offered to Tenant in writing, or on terms and conditions less favorable to the third party than were offered to Tenant in writing. Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord rights hereunder shall not, during the Term of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant not include the right to lease such Available Offer less than all of the space identified in Landlord’s notice. Anything herein contained to the contrary notwithstanding, Landlord may at any time modify or extend any existing or future tenant lease involving the Offered Space, without in any such case notifying or offering such space to Tenant, or giving rise to any right of Tenant hereunder. Nothing contained in this paragraph 7 is intended nor may anything herein be offered at relied upon by Tenant as a representation by Landlord as to the same Base Rent and Additional Rent as Tenant’s then existing space and in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space shall deemed to “become available” when the lease for any current tenant of all or a portion availability of the Offer Offered Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if within the space is i) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease Building at any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing Notice”) and Tenant either rejects such offer or a period of thirty (30) days has elapsed from the date that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlord. If Tenant timely delivers to Landlord, in accordance with the conditions of this Section, written notice of tenants exercise of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions provided in this Section, then the Available Offer Space shall be deemed added to the Premises and subject to the terms and conditions in the Lease, with the exception of those Lease modifications set forth in subsection (a) belowtime.

Expansion Right. So long as there are at least three Notwithstanding any change in ownership of Building 2 or Building 3, provided (3a) years remaining on Tenant is not in default beyond any applicable grace period under any of the Term terms and conditions of this the Building 3 Lease (as extended), Tenant shall have an ongoing right of first offer (“Right of First Offer”) to lease adjacent space (“Offer Space” as indicated in Exhibit F herein) to the Premises subject to the following conditions at the time Tenant exercises the Right of First Offer: a) the Lease must be in full force and effectit elects to exercise its rights hereunder or, b) Tenant shall not be in default under the Lease beyond any applicable cure periods; nor shall Tenant be in default under the Lease at Landlord’s option, at the Commencement Date for time of the Offer delivery of the Expansion Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part of the Offer Space has or will “become available” for leasing by the Landlord (as defined below), Landlord shall not, during and (b) the Term of this Tenant originally named in the Building 3 Lease (or any renewal or extension thereof, lease a Permitted Transferee) continues to another tenant that available portion occupy and operate in not less than 40,348 rentable square feet of the Offer Space Building 3 Premises (“Available Offer excluding the Basement Space”) without first offering Tenant the right to lease such Available Offer Space), such space to be offered at the same Base Rent and Additional Rent as Tenant’s then existing space and in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding thisthen, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing Notice”) and Tenant either rejects such offer or a period of thirty (30) days has elapsed from the date that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlord. If Tenant timely delivers to Landlord, in accordance with the conditions of this Section, written notice of tenants exercise of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions provided in this Section, then the Available Offer Space shall be deemed added to the Premises and subject to the terms and conditions of this Agreement, Tenant shall have the option to lease (the “Expansion Space Lease”) an approximately 9,963 rentable square foot premises on the third (3rd) floor of Building 2 (the “Expansion Space”) currently occupied by Soundbite Communications, Inc. (collectively with its subtenant(s), successors and assigns, if any, “Soundbite”) pursuant to a lease between Landlord and Soundbite (the “Soundbite Lease”). Tenant’s rights and obligations hereunder shall be independent from and in addition to its rights and obligations under the Building 3 Lease and not in substitution thereof. Landlord has advised Tenant that the term of the Soundbite Lease expires on or about May 31, 2008 and that Soundbite has one (1) three (3) — year option to extend the term thereof, which if exercised on or before September 1, 2007, would extend the term thereof to on or about May 31, 2011. Tenant shall send written notice to Landlord and TBW during the month of September, 2007 (the “Inquiry Notice”) requesting a determination as to whether Soundbite has exercised the extension right pursuant to the Soundbite Lease and Landlord shall respond in writing promptly thereafter. In the event Soundbite has not exercised its extension right pursuant to the Soundbite Lease, Tenant shall exercise its rights under this Agreement in writing within thirty (30) days of Landlord’s response to Tenant’s Inquiry Notice. In the event Soundbite has exercised the extension right pursuant to the Soundbite Lease, Tenant shall exercise its rights under this Agreement in writing on or before August 31, 2010. If Tenant exercises its rights in accordance with this Agreement, the exception anticipated commencement date of those the Expansion Space Lease modifications set forth will be the date upon which the term of the Soundbite Lease expires (at the expiration of the current term thereof or the three-year extension period, as the case may be) and Soundbite has delivered possession of the Expansion Space free of all occupants, subject to delays caused Burlington Wxxxx — Color Kinetics Expansion Space Lease (BWOP2) by factors beyond the reasonable control of Landlord. Landlord shall not be liable to Tenant for any failure to deliver the Expansion Space on any specified date; provided, however, in subsection (a) belowno event shall Tenant be required to pay rent or any other charges on the Expansion Space until it has been delivered to Tenant as required hereunder. If Tenant shall fail to exercise its rights under this Agreement as provided herein, this Agreement and the rights and obligations of the parties hereunder shall be of no further force or effect; provided, however, that so long as Tenant exercises its expansion right hereunder in writing on or before August 31, 2010 as aforesaid, Tenant shall not lose its expansion right hereunder if, but only if, Soundbite had exercised its extension right under the Soundbite Lease even if Tenant failed to provide the Inquiry Notice.

Expansion Right. So long as there are If at least three (3) years remaining on any time during the Term of this Lease the Lease, any portion of (as extended), Tenant shall have an ongoing right of first offer (“Right of First Offer”) to lease adjacent space (“Offer Space” as indicated in Exhibit F herein) to the Premises subject to the following conditions at the time Tenant exercises the Right of First Offer: a) the Lease must Building that is adjacent to (i.e., either horizontally or vertically) to any portion of the Premises (as it then exists and has been delivered to Tenant or which is scheduled to be delivered to Tenant in full force and effect, the future in accordance herewith) or (b) Tenant shall not the fifth (5th) floor of the Building, or (c) the 9,080 rentable square feet of space located on the sixth (6th) floor of the Building currently soon to be in default under vacated by the Lease beyond any applicable cure periods; nor shall Tenant be in default under current tenants thereof (the Lease at the Commencement Date “Sixth Floor Space”), becomes “available for the Offer Space occupancy” (as defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets which Landlord intends to lease to a third party (the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined belowAvailable Space”), Landlord shall notgive written notice to Tenant thereof, during describing the Available Space and the terms upon which Landlord proposes to lease such space, including the Basic Rent and other material business terms (as defined in Exhibit J mutatis mutandi) (“Available Space Notice”), subject and subordinate to all of the prior rights of other tenants (and initial prospective tenants of the Sixth Floor Space as provided below) of the Building as provided below. Notwithstanding the definition of “available for occupancy” below, the Sixth Floor Space cannot be deemed “available for occupancy” until after Landlord’s lease up of the Sixth Floor Space, to one or more prospective tenants, after the current tenants vacate. Tenant shall have fifteen (15) days after receipt of the Available Space Notice in which to elect to lease the Available Space subject to the Notice, on the terms hereinafter set forth, by written notice to Landlord. Notwithstanding the foregoing, if there are then at least forty-eight (48) months remaining in the Term, as the same may be extended, the lease of the Available Space shall be co-terminus with the Term of this Lease or any renewal or extension thereofthe Premises, lease to another tenant that available portion with the benefit of the Offer same option to extend set forth in Section 10 above; provided that the Net Effective Rent (as defined below) is equivalent (or made equivalent) to the Net Effective Rent of the terms set forth in the Available Space Notice. If Tenant fails to make such election within such fifteen (“15) day period, Tenant shall be conclusively presumed to have rejected such offer, in which event Landlord shall be free, at any time thereafter, to let the applicable Available Offer Space”Space as Landlord deems fit, provided however that after the date that is six (6) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same Base Rent and Additional Rent as months following Tenant’s then existing space and in a turnkey finished condition substantially consistent with rejection or deemed rejection, as the Premises at case may be, of Landlord’s sole cost and expense. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding thisoffer, Offer Space shall not be deemed to “become available” if the space applicable Available Space is i) assigned or subleased by the current tenant of the spacestill “available for occupancy”, or ii) re-let by the current tenant of Landlord must again first offer the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing Notice”) accordance with this Section 11. Tenant acknowledges and Tenant either rejects such agrees that its rights hereunder 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 a period first refusal to lease granted to other tenants or occupants of thirty (30) days has elapsed from the Building prior to the date of execution and delivery of this Eighth Amendment (including any rights contained in Landlord’s first lease up of the Sixth Floor Space to one or more prospective tenants), or to the terms of any leases, including extension and expansion rights, existing prior to the execution and delivery of this Eighth Amendment, and to Landlord’s right to extend the lease term with (x) Xxxx-Xxxxxx Cancer Institute, Inc., or its successors or assigns, and/or (y) InviCRO, LLC, or its successors or assigns even if such extension right is not expressly granted in either such lease (excluding in all events the Expansion Premises). This first opportunity to let shall not apply to any time in which (a) Tenant is in default of the Lease beyond applicable notice and cure periods, or (b) that Tenant has received itself, or a Permitted Transferee, is not occupying fifty percent (50%) of the First Offer Leasing Notice without Premises then demised to Tenant having notified Landlord in writing (except for periods of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlordcasualty, restoration or remodeling). If Tenant timely delivers elects to Landlordlease the Available Space, it shall be on the same terms set forth in the Lease, except that (i) the Basic Rent payable by Tenant for the Available Space shall be the Prevailing Rental Rate (as defined in Exhibit J mutatis mutandi), (ii) Tenant’s Proportionate Share shall increase in accordance with the conditions rentable square feet of the Available Space, and (iii) it is understood and agreed that the Available Space shall be leased by Tenant in the condition set forth in the Available Space Notice or as otherwise determined by the parties to reflect the Net Effective Rent in the event of Tenant’s exercise hereunder. TENANT SPECIFICALLY ACKNOWLEDGES AND AGREES THAT THE FIRST OPPORTUNITY TO LET PROVIDED HEREIN IS NOT INTENDED AS, NOR SHALL THE SAME BE INTERPRETED OR CONSTRUED TO BE, A RIGHT OF FIRST REFUSAL. Tenant acknowledges that its expansion rights under this SectionSection 11 is in lieu of any other expansion rights contained in the Lease or any amendment prior hereto and that Tenant has no other expansion rights with respect to the Building. Notwithstanding the fact that, written notice of tenants upon Tenant’s exercise of the Right option hereunder, such exercise shall be self-executing, as aforesaid, but to confirm the inclusion of First Offer the subject Available Space as set forth above, Landlord shall prepare, and Tenant and Landlord shall promptly execute and deliver, a reasonably satisfactory amendment to the Lease reflecting the foregoing terms and incorporation of any Available Space. For the purposes hereof, space shall be deemed “available for all occupancy” when any lease or occupancy agreement for any Available Space has expired (including extension periods) or is due to expire within not less than six (6) months (provided Landlord shall not send an Available Space Notice more than eighteen ( 18) months prior to the anticipated delivery date of the Available Offer Space), or Landlord has elected not to renew the lease of the present tenant, and any prior options, rights or rights to lease with respect to such Available Space (along have expired or been waived, or with Tenant’s financial statements) respect to Available Space that is being re-offered as provided herein, such space is not subject to then current negotiations which may include, without limitation, an exchange of letters of intent, offers, or the like, and Landlord determines that has decided to and is free to lease such space to third parties without restriction. If Tenant meets all fails to timely exercise any of its rights hereunder, the conditions provided in this Section, then right(s) granted hereunder as to the applicable Available Offer Space shall be deemed added 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 provided however that the Premises and subject Net Effective Rent is not less than ninety-five percent (95%) of the Net Effective Rent offered to the terms and conditions Tenant in the LeaseAvailable Space Notice, and provided further that after the six (6) month anniversary of Tenant’s rejection or deemed rejection, as the case may be, of Landlord’s offer, if the applicable Available Space is still “available for occupancy”, Landlord must again first offer the space to Tenant in accordance with this Section 11. Tenant, following such waiver and within seven (7) business days of Landlord’s request therefor, shall execute and deliver to Landlord a certification, in recordable form, confirming the exception waiver of those Lease modifications set forth in subsection such right, and Tenant’s failure to so execute and deliver such certification within such 7-business day period shall (awithout limiting Landlord’s remedies on account thereof) below.entitle Landlord to execute and deliver to any third party, and record, an

Expansion Right. So long as there are at least three (3) years remaining on Subject to the Term provisions of this Section 39, each time after the date of this Lease through March 1, 2012 (as extended“Expansion Right Expiration Date”), Tenant shall have an ongoing right of first offer that Landlord intends to accept a written proposal (a “Right of First OfferPending Deal”) to lease adjacent space the Expansion Space, Landlord shall deliver to Tenant written notice of the existence of such Pending Deal (a “Offer Pending Deal Notice”). For purposes of this Section 39(a), “Expansion Space” as indicated shall mean any space in Exhibit F hereinthe Building which is not occupied by a tenant or which is occupied by a then-existing tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. Tenant shall be entitled to exercise its right under this Section 39(a) only with respect to the Premises entire Expansion Space subject to the following Pending Deal. Within 10 business days after Tenant’s receipt of the Pending Deal Notice, Tenant shall deliver to Landlord written notice (the “Space Acceptance Notice”) if Tenant elects to lease the Expansion Space. Tenant’s right to receive the Pending Deal Notice and election to lease or not lease the Expansion Space pursuant to this Section 39(a) is hereinafter referred to as the “Expansion Right.” If Tenant elects to lease the Expansion Space by delivering a Space Acceptance Notice within the required 10 business day period, Tenant shall be deemed to agree to lease the Expansion Space on the same terms and conditions at the time Tenant exercises the Right of First Offer: aas this Lease, except that (i) the Lease must be in full force and effect, bterm of the lease with respect to the Expansion Space shall commence upon the substantial completion by Landlord of the tenant improvements within the Expansion Space (“Expansion Space Tenant Improvements”); (ii) Tenant shall not be continue to pay Base Rent for the original Premises as provided for in default under this Lease and, in addition thereto, beginning on the Lease beyond any applicable cure periods; nor date of Substantial Completion of the Expansion Space Tenant Improvements, Tenant shall Tenant be in default under pay Base Rent for the Lease Expansion Space at the Commencement Date then current monthly Base Rent per rentable square foot payable for the Offer Space original Premises (defined below) beyond any applicable cure periods, and cas the same is adjusted from time to time pursuant to Section 4 of this Lease); (iii) Tenant’s then current financial condition meets Share of the financial criteria reasonably Building and Tenant’s Share of the Project with respect to the Expansion Space shall be proportionately adjusted; (iv) the Expansion Space Tenant Improvements shall be constructed in accordance with a work letter between the parties (“Expansion Space Work Letter”) entered into as part of the lease amendment or lease agreement required under Section 39(b); (v) Landlord shall, subject to the terms of the Expansion Space Work Letter, provide a tenant improvement allowance (“Expansion Space TI Allowance”) for the construction of the Expansion Space Tenant Improvements in an amount not to exceed $20.00 per rentable square foot of the Expansion Space; and (vi) Tenant shall commence paying Base Rent and Tenant’s Share of Operating Expenses with respect to the Expansion Space upon the earlier of delivery of the Expansion Space to Tenant with the Expansion Space Tenant Improvements substantially completed or the date Landlord could have delivered the Expansion Premises but for delays caused by Tenant. Tenant’s failure to deliver a Space Acceptance Notice to Landlord within the required 10 business day period shall be deemed to be an election by Tenant not to exercise Tenant’s Expansion Right with respect to the Expansion Space, in which case Tenant shall be deemed to have waived its right to lease the Expansion Space and Landlord shall have the right to lease the Expansion Space to the third party subject to the Pending Deal (or an affiliate of such third party)(“Pending Deal Party”) on any terms and conditions acceptable to Landlord. Subject Notwithstanding the foregoing, Tenant’s Expansion Right shall be restored if Landlord fails to enter into an agreement to lease the Expansion Space to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, Pending Deal Party within 6 months after any part Landlord’s delivery of the Offer Space has or will “become available” for leasing by Pending Deal Notice to Tenant; provided, however, that is no event shall the Landlord (defined below), Landlord shall not, during Expansion Right continue after the Term of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same Base Rent and Additional Rent as Tenant’s then existing space and in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing Notice”) and Tenant either rejects such offer or a period of thirty (30) days has elapsed from the date that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlord. If Tenant timely delivers to Landlord, in accordance with the conditions of this Section, written notice of tenants exercise of the Expansion Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions provided in this Section, then the Available Offer Space shall be deemed added to the Premises and subject to the terms and conditions in the Lease, with the exception of those Lease modifications set forth in subsection (a) belowExpiration Date.

Expansion Right. So long as there are at least three (3) years remaining on the Term of this Lease (as extended), Tenant shall have an ongoing right of first offer (“Right of First Offer”) to lease adjacent space (“Offer Space” as indicated in Exhibit F herein) to the Premises subject to the following conditions at the time Tenant exercises the Right of First Offer: a) the Lease must be in full force and effect, b) Tenant shall not be in default under the Lease beyond any applicable cure periods; nor shall Tenant be in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord shall not, during the Term of this Lease Provided that all or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right remainder of Floor is vacant and not subject to lease such Available Offer Space, such space to be offered at the same Base Rent and Additional Rent as Tenant’s then existing space and any sublease entered into in a turnkey finished condition substantially consistent accordance with the Premises at Landlord’s sole cost and expense. Space shall deemed provisions hereof, in the event, from time to “become available” when the lease for any current tenant of time, that Subtenant desires to sublease all or a any portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant remainder of the spaceFloor, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord Subtenant shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant so notify Sublandlord in writing (the “First Offer Leasing Expansion Notice”) specifying the space contiguous to the Subleased Premises that it wishes to occupy (the “Expansion Space”). The location and Tenant either rejects size of the Expansion Space shall be subject to the approval of the Sublandlord, which approval shall not be unreasonably withheld or delayed; provided, however, that if required by the terms of the Loan Agreement between the Master Landlord and Mortgage Lender or the Mezzanine Loan Agreement between the Master Landlord and Mezzanine Lender, Sublandlord’s approval of the Expansion Space shall be subject to the approval of Mortgage Lender or Mezzanine Lender (as applicable). Sublandlord shall use its reasonable best efforts to obtain the approval of Mortgage Lender or Mezzanine Lender (as applicable). If Sublandlord’s approval of the Expansion Space is not subject to the approval of Mortgage Lender or Mezzanine Lender, then Sublandlord shall grant its approval of the Expansion Space on or before the date that is five (5) Business Days after Sublandlord’s receipt of the Expansion Notice. If Sublandlord’s approval is subject to the approval of Mortgage Lender or Mezzanine Lender, then Sublandlord shall grant its approval (or provide notice of disapproval) of the Expansion Space on or before the date that is five (5) Business Days after Sublandlord’s receipt of such offer approval (or a period of disapproval) from Mortgage Lender or Mezzanine Lender (as applicable). On or before thirty (30) days has elapsed from after the date on which Subtenant receives Sublandlord’s approval of the Expansion Space, Sublandlord shall prepare, and Subtenant and Sublandlord shall execute and deliver to one another, an amendment to this Sublease reasonably satisfactory to both parties, increasing the size of the Subleased Premises by the Expansion Space, to be effective upon execution by both parties. The Expansion Space will be included in the Subleased Premises, at the same per square foot rate for Rent as is then applicable to the Subleased Premises and upon the same terms and conditions as this Sublease. Sublandlord shall not be obligated to construct any improvements in the Expansion Space or otherwise perform any work to prepare the Expansion Space for Subtenant’s occupancy unless otherwise agreed upon by the parties, except that Tenant has received Sublandlord shall, at its sole cost and expense, remove any demising walls between the First Offer Leasing Notice without Tenant having notified Landlord Subleased Premises and the Expansion Space and, if requested by Subtenant in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable Expansion Notice, construct any demising wall necessary to Landlord. If Tenant timely delivers to Landlord, separate the Subleased Premises (including the Expansion Space) from any remaining space on the Floor in accordance with the conditions of this Section, written notice of tenants exercise of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statementsSections 10(d) and Landlord determines that Tenant meets all of the conditions provided in this Section, then the Available Offer Space shall be deemed added to the Premises and subject to the terms and conditions in the Lease, with the exception of those Lease modifications set forth in subsection (a10(e) below.

Expansion Right. So long as there are at least three Provided that no Event of Default shall have occurred and be continuing, in the event that Landlord shall have a bona fide third party (3the "Third Party") years apply to rent some or all of the remaining space on the Term second floor of this Lease (as extended)the Building, Tenant shall have an ongoing a right to expand into all of first offer the space on the second floor of the Building not initially demised hereunder. Landlord shall give Tenant written notice of such Third Party's application for such space. The remaining space on the second floor shall be available to Tenant for inclusion in this Lease on the terms and conditions contained herein (“Right including the rental rate per rentable square foot for the applicable period), except that (a) Tenant's obligation to pay Fixed Rent with respect to such expansion space shall commence on the date which is six (6) months following Tenant's exercise of First Offer”the option set forth in this Article 39 and (b) to lease adjacent space (“Offer Space” as indicated in Exhibit F herein) the event that such exercise is made prior to the Premises subject to the following conditions at the time Tenant exercises the Right first anniversary of First Offer: a) the Lease must be in full force and effect, b) Tenant shall not be in default under the Lease beyond any applicable cure periods; nor shall Tenant be in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below)Date, Landlord shall notcontribute an amount equal to difference between $1,200,000 and the sum of the Grant, during the Term Construction Loan, the Soft Cost Loan and the Equipment Loan (as hereinafter defined), for amounts actually paid by Tenant to unrelated parties to install or construct alterations for Tenant's initial occupancy of such space on terms and conditions to be set forth in a modification of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same Base Rent and Additional Rent as Tenant’s then existing space and in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased executed by the current tenant parties hereto as promptly as practicable after the exercise of the space, or ii) re-let by the current tenant Tenant of the space by renewal, extension, or renegotiationits rights pursuant to this Article 39. Consistent with this, Landlord shall not lease any such Available Offer Space have no other obligations to another tenant unless and until Landlord has first offered the Available Offer Space perform work or pay for work or loan money to Tenant to perform work in writing (the “First Offer Leasing Notice”) and such space. Tenant either rejects such offer or a period of shall have thirty (30) days has elapsed from the date that Tenant has received of receipt of the First Offer Leasing Notice without Tenant having notified notice from Landlord in writing to give Landlord written notice of its acceptance exercise of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlordright. If Tenant timely delivers to Landlord, in accordance with shall exercise its right within the conditions of this Section, written notice of tenants exercise of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions provided in this Sectionrequisite time period, then the Available Offer Space by amendment hereto such space shall be deemed added to the Premises Demised Premises, and subject necessary modifications to the terms and conditions in the this Lease, with including, without limitation, the exception Fixed Rent and Tenant's Proportionate Share, shall be included in such amendment. In the event that Tenant shall not exercise its right within the requisite time period, then Landlord shall have the right to rent all or any portion of those Lease modifications set forth in subsection (a) belowthe remaining space on the second floor to such Third Party.

Expansion Right. So long as there are at least three (3) years remaining Commencing with the Lease Date and continuing until the Lease Term expires or is earlier terminated, Tenant, shall have the right to lease all or any portion of the available space on the Term first and second floors of this Lease the Building on the same terms and conditions that Landlord has received in a bona fide offer for such a lease (as extended"Subordinate Right of Refusal"); provided, Tenant shall have an ongoing however, that such right to lease is subordinate and secondary to all rights of expansion, rights of first refusal, rights of first offer and other similar rights which Landlord has granted to Triteal Corporation, a Delaware corporation (“"Superior Leaseholder") in connection with its lease of a portion of the Project. The rights granted to the Superior Leaseholder in this regard are personal and, upon expiration or termination of such rights, the Subordinate Right of First Offer”) Refusal shall no longer be subordinate to any other such rights to lease adjacent space (“Offer Space” as indicated in Exhibit F herein) the Building. Promptly after Landlord's receipt of a written offer to lease all or any portion of the Premises subject first or second floors of the Building and rejection of such offer by the Superior Leaseholder, Landlord shall deliver to the following conditions at the time Tenant exercises the a copy of such offer. If Tenant elects to exercise its Subordinate Right of First Offer: aRefusal, Tenant must deliver written notice to Landlord within five (5) the Lease must be in full force and effect, b) Tenant shall not be in default under the Lease beyond any applicable cure periods; nor shall Tenant be in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable business days after receipt of a copy of such offer to Landlord. Subject In order to elect to exercise Tenant's Subordinate Right of Refusal, Tenant must deliver written notice of Landlord Initials: EC JN -------------- Tenant Initials: RR 1185557.05-10/1.97 Tenant's election to Landlord within five (5) business days after receipt of a copy of the offer from Landlord and stating in such notice that Tenant is unconditionally committed to enter into a lease on the same terms and conditions as contained in the offer. If Tenant fails to timely exercise its Subordinate Right of Refusal or fails to timely notify Landlord within such five (5) business day period, then Tenant shall be deemed to have declined to exercise its right and Landlord shall be free to enter into a lease of the portion of the Building specified in the offer. Notwithstanding any other terms provision of this Section Lease, Tenant's Subordinate Right of Refusal is personal to Rxxxx'x Restaurants, Inc., a California corporation, and notwithstanding may not be assigned or otherwise transferred to any prior election other person or non-election of Offer Space entity whether by Tenant, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord shall not, during the Term assignment of this Lease or otherwise except in conjunction with a Transfer to an Affiliate. If a Transfer to an Affiliate is made, any renewal and all such Affiliates (or extension thereof, lease other Affiliates pursuant to future Transfers) shall also be prohibited from assigning the Subordinate Right of Refusal to any other person or entity except in conjunction with a Transfer to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same Base Rent and Additional Rent as Tenant’s then existing space and in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing Notice”) and Tenant either rejects such offer or a period of thirty (30) days has elapsed from the date that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlord. If Tenant timely delivers to Landlord, in accordance with the conditions of this Section, written notice of tenants exercise of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions provided in this Section, then the Available Offer Space shall be deemed added to the Premises and subject to the terms and conditions in the Lease, with the exception of those Lease modifications set forth in subsection (a) belowAffiliate.

Expansion Right. So long Subject to the terms and conditions set forth in this Article XXX, Lessor hereby grants to Lessee the right ("Offer Right") to be offered by Lessor the opportunity to lease not less than 24,000 rentable square feet of space in the remaining rentable areas of the Building (or such lesser area, if Lessee is then leasing, as there are at least three the Premises, an area which results in less than 24,000 rentable square feet being available in the Building) as and when such portions become available between the sixtieth (360th) years remaining on and the Term seventy-second (72nd) calendar month of the term of this Lease (as extendedthe "Offer Right Period"). As a condition to this Offer Right, Tenant Lessee shall have an ongoing right be required to give Lessor a notice of first offer (“Right of First Offer”) to lease adjacent space (“Offer Space” as indicated in Exhibit F herein) to the Premises subject to the following conditions at the time Tenant exercises the Right of First Offer: a) the Lease must be in full force and effect, b) Tenant shall not be in default under the Lease beyond any applicable cure periods; nor shall Tenant be in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord shall notLessee's exercise, during the Term forty-seventy (47th) month of the term of this Lease or any renewal or extension thereofand of Lessee's waiver of its early termination rights under Article XXXVIII. Within thirty (30) days of receipt of Lessee's exercise notice, lease to another tenant that available portion Lessor shall provide Lessee a description of the portions of the Building which shall be available during the Offer Space (“Available Offer Space”) without first offering Tenant the right Right Period and a form of lease, or an amendment to lease this Lease, in regard to such Available Offer Space, such space to be offered at the same portions. The Base Rent for the additional portions shall be ninety-five percent (95%) of the then Fair Market Value (defined in Article XXXIV, below) and Additional Rent as Tenant’s then existing space and in a turnkey finished condition substantially consistent the term shall be co-terminous with the Premises at Landlord’s sole cost and expenseremaining term of this Lease. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing Notice”) and Tenant either rejects such offer or For a period of thirty (30) days has elapsed from thereafter, the date that Tenant has received parties shall make a good faith effort to agree upon the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlord. If Tenant timely delivers to Landlord, in accordance with the conditions of this Section, written notice of tenants exercise Fair Market Value for Base Rent of the Right of First Offer for all of additional portions. In the Available Offer Space event that Lessor and Lessee fail to agree within said thirty (along with Tenant’s financial statements30) and Landlord determines that Tenant meets all of the conditions provided in this Sectionday period, then the Available Offer Space Fair Market Value for Base Rent for such additional portion shall be deemed added to the Premises and subject to the terms and conditions determined by appraisal in the Lease, with the exception of those Lease modifications manner set forth in subsection (a) belowArticle XXXIV hereof. For this purpose, however, "Fair Market Value" shall be determined by considering the amount of tenant improvement allowance and the then remaining term of this Lease.

Expansion Right. So long as there are Subject to the terms and conditions set forth below and subject to (i) the rights of existing tenants in the applicable space to extend the term of their lease and/or (ii) the prior rights of other tenants or occupants in the Building or other buildings owned by Landlord with respect to the applicable space, all of such existing rights described in this sentence being listed on Exhibit D attached hereto and made a part hereof, at least three (3) years remaining on the Term of this Lease (as extended)any time prior to May 31, 2018, Tenant shall have an ongoing the right of first offer (“Right of First OfferTenant’s Expansion Right”) to lease adjacent any portion, provided that in exercising Tenant’s Expansion Right, in no event shall such portion be less than 20,000 rentable square feet in size, of certain space consisting of approximately 36,000 rentable square feet currently occupied by Dell and shown on Exhibit E attached hereto (the “Expansion Space”) upon the same terms and conditions as the New Expansion Premises and with a fair market tenant improvement allowance. Notwithstanding anything contained herein to the contrary, if Tenant elects to exercise Tenant’s Expansion Right with respect to a portion of the Expansion Space that is less than the entirety of the Expansion Space, the remaining portion of the Expansion Space that Tenant does not elect to occupy must be (i) reasonably acceptable to Landlord and (ii) a leasable unit of space in that such space has access to the floor’s common elevator lobby and other building core utilities and shafts. Tenant shall deliver to Landlord notice in writing of its election to exercise Tenant’s Expansion Right (“Offer Space” as indicated Tenant’s Expansion Notice”) on or before May 31, 2018. Within ten (10) days of receipt of Tenant’s Expansion Notice, Landlord shall notify Tenant in Exhibit F herein) writing of its proposed fair market tenant improvement allowance for the Expansion Space (“Landlord’s Expansion Proposal”). If Tenant disputes Landlord’s proposed fair market tenant improvement allowance, such fair market tenant improvement allowance shall be determined in accordance with the procedure set forth in this Section 14. Once the amount of such fair market tenant improvement allowance is determined to the Premises subject satisfaction of both parties, Landlord and Tenant shall execute an amendment to this Lease (“Expansion Amendment”) incorporating the following conditions at Expansion Space into the Resulting Premises. Landlord shall deliver a proposed Expansion Amendment within a reasonable time after the determination of such fair market tenant improvement allowance and, provided that the Expansion Amendment is in accordance with the terms of this Section 14, Tenant exercises shall use commercially reasonable efforts to execute and return the Right Expansion Amendment within ten (10) business days thereafter. Notwithstanding any contrary provision of First Offer: athis Section or any other provision of this Amendment or the Lease, any expansion right and any exercise by Tenant of any expansion right contained in this Section 14 shall be void and of no effect unless on the date Tenant notifies Landlord that it is exercising its right under this Section 14 and on the commencement date of the amendment for the Expansion Space (i) the Lease must be is in full force and effecteffect and (ii) no Default of Tenant has occurred, bwhich Default has not been cured within the applicable cure period, under the Lease and (iii) Tenant shall not be in default under have assigned the Lease beyond any applicable cure periods; in its entirety, nor shall Tenant be in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord shall not, during the Term of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same Base Rent and Additional Rent as Tenant’s then existing space and in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space shall deemed to “become available” when the lease for any current tenant of all or subleased a portion of the Offer Space expires or Resulting Premises that is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is igreater than thirty-three percent (33%) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant total rentable square feet of the space by renewal, extension, or renegotiationResulting Premises. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing Notice”) and Tenant either rejects such offer or shall negotiate in good faith to determine the fair market tenant improvement allowance for the Expansion Space for a period of thirty (30) days has elapsed from after the date on which Tenant receives Landlord’s Expansion Proposal, as provided hereunder. In the event Landlord and Tenant are unable to agree upon the fair market tenant improvement allowance for the Expansion Space within said thirty (30) day period, the fair market tenant improvement allowance shall be determined by a board of three (3) licensed commercial real estate appraisers, each having at least ten (10) years’ experience in office leasing in the Boston office market, one of whom shall be named by Landlord, one of whom shall be named by Tenant and the two so appointed shall select the third. Landlord and Tenant agree to make their appointments within fifteen (15) days after the expiration of said thirty (30) day period. The two appraisers selected by Landlord and Tenant shall select the third appraisers within fifteen (15) days after they have both been selected, and each of Landlord’s and Tenant’s appraiser shall, within fifteen (15) days after the third appraiser is selected, submit his or her determination of fair market tenant improvement allowance to the third appraiser. The third appraiser shall select the determination of Landlord’s or Tenant’s appraiser that Tenant has received such third appraiser finds to most closely resemble fair market tenant improvement allowance, and that amount shall be the First Offer Leasing Notice without Tenant having notified Landlord fair market tenant improvement allowance in writing connection with the Expansion Space. Each party shall bear the cost of its acceptance of such First Offer Leasing Notice appraiser and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlord. If Tenant timely delivers to Landlord, parties shall share equally in accordance with the conditions of this Section, written notice of tenants exercise cost of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions provided in this Section, then the Available Offer Space shall be deemed added to the Premises and subject to the terms and conditions in the Lease, with the exception of those Lease modifications set forth in subsection (a) belowthird appraiser.

Expansion Right. So long as there are at least three During the first two (32) years remaining on of the Term of this Lease (as extended)Term, Tenant shall have an ongoing right of first offer (“Right of First Offer”) to lease adjacent space (“Offer Space” as indicated in Exhibit F herein) to the Premises subject to the following conditions at the time Tenant exercises the Right of First Offer: a) the Lease must be in full force and effect, b) Tenant shall not be in default under the Lease beyond any applicable cure periods; nor shall Tenant be in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord shall not, during the Term of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer one, two or three full floors of the “Expansion Space”, as defined below, by delivering written notice to Landlord (the “Expansion Exercise Notice”), which Expansion Exercise Notice shall set forth those portions of the Expansion Space that Tenant desires to Lease (which shall be in full contiguous floor increments, and contiguous with the Premises). As used herein, the term “Expansion Space” shall mean all of the rentable area on the 6th, 7th and 8th floors of the Building. Upon Tenant’s delivery to Landlord of the Expansion Exercise Notice, Landlord and Tenant shall promptly design and mutually approve improvements to be constructed in the applicable Expansion Space, such space which improvements shall be substantially similar to be offered at those constructed on the same Base Rent and Additional Rent as Tenant’s then existing space and in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space shall deemed to “become available” when the lease for any current tenant of all or a portion 9th floor of the Offer Space expires or is otherwise terminatedPremises. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant The terms of Section 2 of the space, or ii) re-let by Tenant Work Letter shall apply to such design. Following the current tenant mutual approval of the space by renewal, extension, or renegotiation. Consistent with thisConstruction Documents applicable to the Expansion Space, Landlord shall not lease any construct improvements in the Expansion Space in accordance with such Available Offer Space to another tenant unless Construction Documents and until the applicable provisions of the Tenant Work Letter. The cost of such construction shall be borne by Tenant, provided that Landlord has first offered the Available Offer Space to shall grant Tenant in writing an improvement allowance with respect thereto (the “First Offer Leasing NoticeExpansion Allowance”) in an amount equal to the product of (i) $42.00 per rentable square foot of the applicable Expansion Space, and (ii) a fraction, the numerator of which is the remaining number of months in the Term as of the date of Tenant’s delivery of the Expansion Exercise Notice, and the denominator of which is 96 (provided that in no event shall the Expansion Allowance be less than $35.00 per rentable square foot of the applicable Expansion Space). Any amounts owed by Tenant either rejects such offer or a period in connection with the construction of improvements in the Expansion Space (i.e., those amounts in excess of the Expansion Allowance) shall be paid by Tenant to Landlord within thirty (30) days has elapsed from the date that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlordafter invoice. If Tenant timely delivers to Landlord, in accordance with the conditions of this Section, written notice of tenants exercise The applicable portion of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions provided in this Section, then the Available Offer Expansion Space shall be deemed added to the Premises and subject to on the terms and conditions in the Lease, with the exception of those Lease modifications set forth in subsection (a) belowthis Section 2. Landlord shall deliver the Expansion Space to Tenant promptly following the substantial completion of the improvements therein.

Expansion Right. So long as there are at least three (3a) years remaining on Provided Tenant is not in default under the Term terms of this Lease (as extended)Lease, no condition exists that with the giving of notice or passage of time would constitute a default under the terms of this Lease, and there has been no material adverse change in the financial wherewithal of Tenant, Tenant shall have an ongoing the exclusive right of first offer during the Initial Lease Term or any Renewal Term (the “Right of First OfferExpansion Space Period”) to lease adjacent expand the Leased Premises to add an Improvement consisting of at least Seventy-Five Thousand (75,000) square feet but not to exceed One Hundred Forty-Four Thousand (144,000) square feet in the approximate location identified on the Site Plan attached hereto as Exhibit B as the expansion space (“Offer Space” as indicated in Exhibit F herein) to the Premises subject to the following conditions at the time Tenant exercises the Right of First Offer: a) the Lease must be in full force and effect, b) Tenant shall not be in default under the Lease beyond any applicable cure periods; nor shall Tenant be in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord shall not, during the Term of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same Base Rent and Additional Rent as Tenant’s then existing space and in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing NoticeExpansion Space”) ), and Landlord agrees to hold available for Tenant either rejects such offer or a period of thirty (30) days has elapsed from during the date that Tenant has received Expansion Space Period the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice building expansion land located adjacent to the Leased Premises as shown on Exhibit B, on the terms and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlord. If Tenant timely delivers to Landlord, in accordance with the conditions of this Section, . Tenant may exercise its option by delivery to Landlord of written notice of tenants its exercise of the Right of First Offer for all option (“Exercise Notice”) to cause the Building to be expanded on or before the expiration of the Available Offer Expansion Space (along with Period. Tenant’s financial statements) and Landlord determines Exercise Notice shall state the approximate square footage of Improvements that Tenant meets all of desires for the conditions provided in Expansion Space. Tenant’s rights pursuant to this SectionSection for the Expansion Space are personal to Tenant and may not be assigned or transferred except to a Permitted Transferee, then the Available Offer Space shall be deemed added to the Premises and subject to the terms and conditions in the Lease, with the exception of those Lease modifications set forth in subsection (a) belowwill not benefit any subtenant.

Expansion Right. So long If, during the term of the Lease, Tenant notifies Landlord in writing (a “Tenant Expansion Request Notice”) that Tenant has a need for additional space that is at a minimum of twenty-five percent (25%) larger than the then-current Premises, Landlord shall have ninety (90) days from its receipt of the Tenant Expansion Request Notice to identify office space located within a single building within the Project that is substantially equal to Tenant’s need as there are set forth in the Tenant Expansion Request Notice (the “Expansion Space”) and provide Tenant with an outline of the new space configuration, location, and schedule. Such Expansion Space shall be of similar quality and price as the Premises. Landlord shall then have twelve (12) months from the date of a signed agreement to expand to deliver the Expansion Space to Tenant. If Tenant delivers a Tenant Expansion Request Notice but (i) Landlord does not then have suitable space available or (ii) Landlord cannot deliver additional space to meet Tenant’s needs within the time periods prescribed in this Section 21.33, then at least any time after the end of the third (3rd) Lease Year Tenant may terminate this Lease by written notice to Landlord; provided that no such termination shall be effective unless and until Tenant pays to Landlord an amount equal to the sum of (x) any unamortized tenant improvement expenses, (y) leasing commissions, and (z) a termination fee equal to three (3) years remaining on months of the Term then-current Minimum Rent. Landlord hereby acknowledges and agrees that the expansion right under this Section 21.33 shall be in addition to, and not a substitute for, the other rights of this Lease (as extended), Tenant shall have an ongoing right first refusal and rights of first offer (“Right of First Offer”) to lease adjacent space (“Offer Space” as indicated in Exhibit F herein) to the Premises subject to the following conditions at the time Tenant exercises the Right of First Offer: a) the Lease must be in full force and effect, b) Tenant shall not be in default under the Lease beyond any applicable cure periods; nor shall Tenant be in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord shall not, during the Term of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same Base Rent and Additional Rent as Tenant’s then existing space and in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing Notice”) and Tenant either rejects such offer or a period of thirty (30) days has elapsed from the date that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlord. If Tenant timely delivers to Landlord, in accordance with the conditions of this Section, written notice of tenants exercise of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions provided in this Section, then the Available Offer Space shall be deemed added to the Premises and subject to the terms and conditions in the Lease, with the exception of those Lease modifications set forth in subsection (a) belowif any.

Expansion Right. So long as there are at least three Subject to (3a) years remaining on the Term of this Lease (as extended), Tenant shall have an ongoing right of first offer (“Right of First Offer”) to lease adjacent space (“Offer Space” as indicated not being in Exhibit F herein) to the Premises subject to the following conditions default beyond applicable notice and cure periods at the time Tenant exercises of exercise or at the Right time of First Offer: a) the Lease must be its expansion (as described in full force and effect, this paragraph); (b) Tenant shall not be in default under occupying the Lease beyond any applicable cure periodsPremises (excluding the Suite 320 Premises) originally demised hereunder; nor shall Tenant be in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject rights of other tenants within the Building which are granted prior to the date hereof; and (d) such limitations as are imposed by other terms of this Section and notwithstanding tenant leases executed prior to the date hereof (or any prior election or non-election of Offer Space by Tenant, renewal option(s) in such tenants’ leases which may be granted after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined belowdate hereof), Landlord shall notnotify Tenant with regard to space that is or Landlord expects to become vacant and available for lease in the Building, during and Landlord shall propose to Tenant the Term basic economic terms upon which Landlord would be prepared to entertain the negotiation of a new lease for such space (on all of the same terms and conditions as are set forth in this Lease, except as otherwise specified by Landlord) or an amendment to this Lease or any renewal or extension thereof, lease to another tenant that available portion of with which the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, parties would add such space to the description of the “Premises,” in either case for a term which would be offered at coterminous with this Lease, and which economic terms shall include the same Base estimated date that the space shall be available for delivery, the Fixed Rent and Additional the tenant allowance (if any) to be furnished to Tenant, whereupon Tenant shall have fifteen (15) days next following Landlord’s delivery of such notice within which to accept such terms, time being of the essence. Should Tenant accept such terms as are specified by Landlord, the parties shall negotiate the terms of a new lease, or an amendment to this Lease, to memorialize their agreement. In the absence of any further agreement by the parties, such additional space shall be delivered in “AS-IS” condition, and Rent as for such additional space shall commence on that date which is the earlier of: (x) Tenant’s then existing space and commencement of business operations in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant of the such space, or iiand (y) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing Notice”) and Tenant either rejects such offer or a period of thirty (30) days has elapsed from the date that after Landlord delivers such additional space to Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing free of its acceptance of such First Offer Leasing Notice other tenants and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlordoccupants. If Tenant timely delivers to shall not accept Landlord’s terms within such fifteen (15) day period, in accordance with or if the conditions of this Section, written parties shall not have executed and delivered a mutually satisfactory new lease or lease amendment within thirty (30) days next following Landlord’s original notice of tenants exercise of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions provided in under this Section, then Landlord may, at its discretion, lease such space to a third party (so long as Landlord does not decrease the Available Offer Space shall be deemed added economic terms by an amount equal to or greater than ten percent (10%) of the Premises and subject to the total economic terms and conditions in the Lease, with the exception of those Lease modifications set forth in subsection Landlord’s notice given to Tenant under this Section), provided that if Landlord has no leased such space within one (a1) belowyear thereafter, and Tenant provides written notice to Landlord that it may have interest in such space, then Landlord shall be obligated again to offer such space to Tenant on the terms set forth in this Section. In addition, Tenant shall retain its rights hereunder with respect to any space that becomes vacant in the Building that was not covered by Landlord’s notice given to Tenant pursuant to this Section. Tenant’s rights hereunder shall not include the right to lease less than all of the space identified in Landlord’s notice. Anything herein contained to the contrary notwithstanding, Landlord may at any time modify or extend any existing or future tenant lease, or choose to use any space that is or about to become vacant within the Building for marketing or property management purposes, without in any such case notifying or offering such space to Tenant, or giving rise to any right of Tenant hereunder. Nothing contained in this paragraph 9 is intended nor may anything herein be relied upon by Tenant as a representation by Landlord as to the availability of expansion space within the Building at any time.

Expansion Right. So long as there are at least three four (34) years remaining on the Term of this Lease (as extended), Tenant shall have an ongoing a right of first offer (“Right of First Offer”) to lease adjacent space (“Offer Space” as indicated in Exhibit F herein”) to the Premises subject to the following conditions at the time Tenant exercises the Right of First Offer: a) the Lease must be in full force and effect, b) Tenant shall not be in default under the Lease beyond any applicable cure periods; nor shall Tenant be in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by TenantSection, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord shall not, during the Term of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same Base Rent and Additional Rent as Tenant’s then existing space and with Landlord providing a tenant improvement allowance of $30 per usable square feet to improve the Offer Space in a turnkey finished condition manner substantially consistent with the similar to Tenant’s original Premises at Landlord’s sole cost and expenseoffice space. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing wiriting (the “First Offer Leasing Notice”) and Tenant either rejects such offer or a period of thirty (30) days has elapsed from the date that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria criterial reasonably acceptable to Landlord. If Tenant timely delivers to Landlord, in accordance with the conditions of this Section, written notice of tenants exercise of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions provided in this Section, then the Available Offer Space shall be deemed added to the Premises and subject to the ther terms and conditions in the Lease, with the exception of those Lease modifications set forth in subsection (a) below.

Expansion Right. So long as there are at least three (3a) years remaining on The space adjacent to the Term Premises, consisting of this Lease approximately 5,927 rentable square feet (as extended), Tenant shall have an ongoing right of first offer (the “Right of First OfferExpansion Premises”) to lease adjacent space (“Offer Space” as indicated set forth in Exhibit F herein) to the Premises A-1, is currently subject to a lease (the following conditions at the time Tenant exercises the Right of First Offer: a) the Lease must be in full force and effect, b) Tenant shall not be in default under the Lease beyond any applicable cure periods; nor shall Tenant be in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part of the Offer Space has or will “become available” for leasing by the Landlord (defined below), Landlord shall not, during the Term of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer SpaceCurrent Expansion Premises Lease”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same Base Rent between Landlord and Additional Rent as Tenant’s then existing space and in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant of the spaceExpansion Premises (the “Current Expansion Premises Tenant”) which is scheduled to expire per its terms on October 31, 2008. Landlord hereby confirms that the Current Expansion Premises Tenant has no renewal or extension right under the Current Expansion Premises Lease. If Landlord becomes aware that the Expansion Premises will become available at any time prior to October 31, 2008 as a result of the early termination of the Current Expansion Premises Lease, and/or Landlord has a bonafide offer from a third-party tenant, which may include the Current Expansion Premises Tenant, such offer evidenced by a term sheet or letter of intent signed by Landlord and such third party, Landlord shall promptly notify Tenant of such availability or of such signed third-party term sheet or letter of intent (the “Expansion Availability Notice”). The Expansion Availability Notice shall specify the effective date of the early termination of the Current Expansion Premises Lease (the “Current Expansion Premises Lease Termination Effective Date”) or the identity of the interested third-party tenant, as the case may be. Notwithstanding the foregoing, regardless of the date of the Expansion Premises actually becoming available prior October 31, 2008, or ii) re-let by the current tenant of the space by renewaltiming of any third-party tenant’s agreement to terms, extension, or renegotiation. Consistent with thisas the case may be, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space deliver an Expansion Availability Notice to Tenant in writing prior to July 1, 2008. Tenant shall have the right (the “First Offer Leasing Expansion Right”) to incorporate the Expansion Premises into, and cause the Expansion Premises to become a part of, the Premises by delivering written notice to Landlord (“Tenant’s Expansion Notice”) and Tenant either rejects such offer or a period upon the earlier to occur of thirty (301) within five (5) business days has elapsed from after the date that Tenant Landlord delivers the Expansion Availability Notice to Tenant, and (ii) December 31, 2008 (if Landlord has received the First Offer Leasing not delivered an Expansion Availability Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of to Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlord). If Tenant timely delivers fails to Landlord, in accordance with the conditions of this Section, written notice of tenants exercise of the Right of First Offer for all of the Available Offer Space (along with deliver Tenant’s financial statements) and Landlord determines that Expansion Notice by the applicable outside date, Tenant meets all of the conditions provided in this Section, then the Available Offer Space shall be deemed added to have elected not to exercise the Expansion Right and Landlord shall be free to enter into a lease of the Expansion Premises and subject with a third party. Notwithstanding the above, in no event does Tenant’s Expansion Right pursuant to the terms and conditions in the Leasethis Section 2.7 exist beyond December 31, with the exception of those Lease modifications set forth in subsection (a) below2008.

Expansion Right. So If at any time during the term, the remainder of third floor of the Building consisting of 5,701 square feet depicted on Exhibit "B", attached hereto and incorporated herein (the "Expansion Space"), shall be vacated and available for rent, so long as there are Tenant is not in default beyond any applicable notice and cure periods at least three (3) years remaining on the Term of this Lease time that Tenant exercises the Expansion Right (as extended)hereinafter defined) or at the time that the Expansion Term (as hereinafter defined) commences, Tenant shall have an ongoing the right of first offer (“Right of First Offer”the "Expansion Right") to lease adjacent space (“Offer Space” the Expansion Space on the same terms and conditions set forth in the Original Lease, as indicated in Exhibit F herein) to amended hereby, for the Premises subject to on the following conditions at the time Tenant exercises the Right of First Offer: a) the Lease must be in full force and effect, b) Tenant shall not be in default under the Lease beyond any applicable cure periods; nor shall Tenant be in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part third floor of the Offer Space has or will “become available” for leasing by Building. If Tenant fails to exercise the Landlord (defined below), Landlord shall not, during the Term of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same Base Rent and Additional Rent as Tenant’s then existing space and Expansion Right in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space shall deemed written notice to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing Notice”) and Tenant either rejects such offer or a period of within thirty (30) days has elapsed after Landlord notifies (the "Expansion Notice") Tenant in writing that the Expansion Space is vacant and available for rent or is expected to be vacant and available for rent within not more than 270 days from the date that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets notice, Tenant shall be deemed to have elected not to exercise the financial criteria reasonably acceptable to LandlordExpansion Right. If Tenant timely delivers to Landlord, in accordance with exercises the conditions of this Section, written notice of tenants exercise of the Expansion Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions provided in this Section, then the Available Offer Space shall be deemed added to the Premises and subject pursuant to the terms and conditions in hereof, the term (the "Expansion Term") of the Original Lease, as amended hereby, with respect to the exception Expansion Space shall commence on the earlier of those Lease modifications set forth in subsection (a) the date Tenant commences operations in the Expansion Space, or (b) the later of (i) one hundred twenty (120) days from the date of Tenant's receipt of the Expansion Notice, or (ii) the date Landlord delivers exclusive possession of the Premises to Tenant. The Expansion Term shall end simultaneously with the expiration or earlier termination of the Original Lease, as amended hereby. The monthly Fixed Minimum Rent with respect to the Premises, as amended to include the Expansion Space, shall be determined by adding (x) the monthly Fixed Minimum Rent that would otherwise be applicable pursuant to the terms and conditions of the Original Lease, as amended hereby, plus (y) the product of (i) the applicable Third Floor Rental Rate (as defined below.) times (ii) 5,701. Notwithstanding anything to the contrary in the Original Lease, as amended hereby, the Expansion Space shall be

Expansion Right. So Subject to the provisions of this Section 19 , so long as there are at least three (3) years remaining on remain in the Term of this Lease (as extended)Sublease Term, Tenant including the Extension Right, if exercised by Subtenant, Subtenant shall have an ongoing right of first offer (the “Right of First Offer”) to lease adjacent space on any then-available portions of the second floor of the Building (each, a “ROFO Space”) upon the following terms and conditions. This Right of First Offer Space” as indicated in Exhibit F herein) is subject and subordinate to the Premises subject right of Sublandlord or any affiliate of Sublandlord to use or occupy such ROFO Space, but no other party holds expansion or first offer or refusal rights to the following conditions at ROFO Space that are superior to the time Tenant exercises rights of Subtenant set forth in this Section 19. Sublandlord will notify Subtenant of its plans to market a ROFO Space (the “ROFO Notice”) for lease to any party unrelated to Sublandlord (it being acknowledged and agreed that the Right of First Offer shall not be applicable to space Sublandlord intends to occupy and/or provide to affiliates of Sublandlord), which ROFO Notice shall specify the location and square footage for such ROFO Space, Sublandlord’s estimate of the Fair Market Rent (as defined below) for such ROFO Space, the date of availability of such ROFO Space and all other material terms and conditions which will apply to such ROFO Space. Within ten (10) business days following its receipt of any ROFO Notice, Subtenant shall have the right to accept the same by written notice to Sublandlord (the “ROFO Acceptance Notice”); provided that if Subtenant disputes Sublandlord’s estimate of the Fair Market Rent in the ROFO Acceptance Notice, the Fair Market Rent for such space shall be determined as set forth in Section 20 (as appropriately modified to determine fair market rent for expansion space as opposed to a renewal term). If Subtenant timely delivers a ROFO Acceptance Notice, Sublandlord and Subtenant shall execute an amendment to this Sublease, subject to Prime Landlord approval and consent, incorporating the ROFO Space into the Subleased Premises for the remainder of the Sublease Term, as the same may be extended, upon the terms contained in the ROFO Notice within ten (10) business days following Sublandlord’s delivery to Subtenant of a form therefor (and if the Sublandlord’s determination of Fair Market Rent was disputed in the ROFO Notice and not agreed to as of the commencement of the term for such ROFO Space, then rent shall be Sublandlord’s determination of Fair Market Rent until the finalization of the Fair Market Rent appraisal, and any change in such rent amount shall be adjusted - with applicable credits or reimbursement for any underpayment or overpayment - thereafter). In no event shall the Fair Market Rent for the ROFO Space be less than the then current Base Rent for the Subleased Premises. If Subtenant fails to timely deliver a ROFO Acceptance Notice within said ten (10) business day period or fails to execute Sublandlord’s form of amendment for such ROFO Space within ten (10) business days of receipt from Sublandlord of the same. Subtenant shall be deemed to have waived its rights with respect to a ROFO Space and Sublandlord shall be entitled, but not required, to lease all or any portion of such ROFO Space to any party or parties on such terms 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 Sublandlord determines, all in its sole discretion, and the Right of First Offer with respect to such ROFO Space in such ROFO Notice shall be of no further force or effect. Notwithstanding any contrary provision of this Sublease, any Right of First Offer: a, and any exercise by Subtenant of any Right of First Offer shall be void and of no effect unless on the date Subtenant timely delivers a ROFO Acceptance Notice to Sublandlord and on the commencement date of the amendment for a ROFO Space (as applicable): (i) the Lease must be this Sublease is in full force and effect, b(ii) Tenant no default has occurred under this Sublease which remains continuing and uncured after any applicable notice and opportunity to cure and (iii) Subtenant shall not have assigned this Sublease, except as may be assigned through a Permitted Transfer, and there shall not be any sub-sublease or sub-subleases then in default under effect except for Permitted Transfers. Subtenant acknowledges and agrees that Subtenant’s Right of First Offer with respect to any space that is not subject to a third-party lease on the Lease beyond date hereof (the “Vacant Space”) shall not be of any applicable cure periods; nor shall Tenant be force or effect until such time as such Vacant Space has been initially leased to a third-party tenant after the date hereof and such tease (and any rights held by such tenant in default under the Lease at the Commencement Date for the Offer Space (defined below) beyond any applicable cure periods, and c) Tenant’s then current financial condition meets the financial criteria reasonably acceptable to Landlord. Subject to the other terms of this Section and notwithstanding any prior election or non-election of Offer Space by Tenant, after any part of the Offer Space Building consisting of a ROFO Space) has or will “become available” for leasing by the Landlord (defined below), Landlord shall not, during the Term of this Lease or any renewal or extension thereof, lease to another tenant that available portion of the Offer Space (“Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space, such space to be offered at the same Base Rent and Additional Rent as Tenant’s then existing space and in a turnkey finished condition substantially consistent with the Premises at Landlord’s sole cost and expense. Space shall deemed to “become available” when the lease for any current tenant of all or a portion of the Offer Space expires or is otherwise terminated. Notwithstanding this, Offer Space shall not be deemed to “become available” if the space is i) assigned or subleased by the current tenant of the space, or ii) re-let by the current tenant of the space by renewal, extension, or renegotiation. Consistent with this, Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “First Offer Leasing Notice”) and Tenant either rejects such offer or a period of thirty (30) days has elapsed from the date that Tenant has received the First Offer Leasing Notice without Tenant having notified Landlord in writing of its acceptance of such First Offer Leasing Notice and supplied Landlord with current financial statements that satisfy Landlord of Tenant’s current financial condition meets the financial criteria reasonably acceptable to Landlord. If Tenant timely delivers to Landlord, in accordance with the conditions of this Section, written notice of tenants exercise of the Right of First Offer for all of the Available Offer Space (along with Tenant’s financial statements) and Landlord determines that Tenant meets all of the conditions provided in this Section, then the Available Offer Space shall be deemed added to the Premises and subject to the terms and conditions in the Lease, with the exception of those Lease modifications set forth in subsection (a) belowsubsequently expired.