Common use of Expansion Rights Clause in Contracts

Expansion Rights. So long as Tenant is not then in default beyond any applicable notice and cure period under the terms, covenants and conditions of this Lease, then Tenant shall have the right to lease all (but not just a portion) of that certain space located on the second (2nd) floor of the Building that is contiguous to the portion of the original Premises that is located on the second (2nd) floor of the Building as of the Commencement Date (shown on Exhibit E hereto in its entirety as the “Refusal Space”) at such time as Landlord receives an offer from a third parry to lease the Refusal Space which Landlord is prepared to accept (the “Third Party Offer”). In such a case, Landlord shall give written notice to Tenant of the Third Parry Offer, in all its particulars and Tenant shall have a period of twenty (20) days thereafter in which to exercise Tenant’s right to lease the Refusal Space, failing which Landlord may lease the Refusal Space to such third party on the basis of the Third Party Offer. In the event that such third party does not lease the Refusal Space pursuant to the Third Party Offer, and so long as the conditions set forth in the first sentence of this paragraph are satisfied, then Landlord shall be obligated to follow the foregoing procedure for any subsequent Third Party Offer which it receives. If Tenant exercises its option to include the Refusal Space hereunder, effective on the delivery date specified in the Third Party Offer, the Refusal Space shall automatically be included in the Premises and subject to all of the terms and conditions of the Lease, except as set forth in the Third Party Offer and as follows: a. Tenant’s Proportionate Share shall be recalculated, using the total square footage of the Premises, as increased by the Refusal Space. b. Except as set forth in the Third Party Offer, the Refusal Space shall be leased on an “as is” basis and Landlord shall have no obligation to improve the Refusal Space or grant Tenant any improvement allowance thereon. c. If the lease term for the Refusal Space set forth in the Third Party Offer is less than the remaining Term for the Premises, then, at Tenant’s option, the lease term for the Refusal Space shall be automatically extended to be coterminous with the Term for the Premises, in which case the Annual Rent for the Refusal Space for such extended period of time shall be the greater of (i) the per rentable square foot Annual Rent set forth in the Third Party Offer, or (ii) the per rentable square foot Annual Rent for the Premises for such period. If the lease term for the Refusal Space set forth in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises shall be automatically extended to be coterminous with the lease term for the Refusal Space, in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and Tenant. In the event that Landlord and Tenant are unable to agree to the fair market rental for the Premises for such period within thirty (30) days following Tenant’s acceptance of the Third Party Offer, then Landlord and Tenant shall each appoint a qualified MAI appraiser doing business in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental for the Premises as of the original Termination Date for the Premises for the remainder of the Term for the Premises. Landlord and Tenant shall equally share in the expense of such appraisals. The extension of the Term for the Premises pursuant to this Section 41 shall not limit Tenant’s right to extend the Term pursuant to Section 40 of this Lease. d. Landlord and Tenant shall, prior to the beginning of the lease term for the Refusal Space, execute a written memorandum confirming the terms of the inclusion of the Refusal Space; provided, that, the execution of such memorandum shall not be a condition to the effectiveness of Tenant’s exercise of the option contained herein.

Expansion Rights. So long (a) In the Project. Subject to the provisions of this Section 39, each time during the Base Term that Landlord intends to agree to a written proposal (the “Pending Deal”) to lease the Expansion Space (as hereinafter defined) to a third party (other than Stem Centrx, LLC), Landlord shall deliver to Tenant written notice (the “Pending Deal Notice”) of the existence of such Pending Deal. For purposes of this Section 39(a), “Expansion Space” shall mean the entire second floor of that certain building in the Project located at 000 Xxxx Xxxxx Xxxxx, South San Francisco, California, 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 entire Expansion Space described in default beyond any applicable such Pending Deal Notice. Within 10 days after Tenant’s receipt of the Pending Deal Notice, Tenant shall deliver to Landlord written notice (the “Acceptance Notice”) if Tenant elects to lease the Expansion Space. Tenant’s right to receive the Pending Deal Notice and cure period under election to lease or not lease the termsExpansion Space pursuant to this Section 39(a) is hereinafter referred to as the “Right of Second Refusal.” If Tenant elects to lease the space described in the Pending Deal Notice by delivering the Acceptance Notice within the required 10 day period, covenants Tenant shall be deemed to agree to lease the Expansion Space on the same general terms and conditions as this Lease except that the terms of this LeaseLease shall be modified to reflect the terms of the Pending Deal Notice for the rental of the Expansion Space; provided, then that if the term of the Lease with respect to the Expansion Space would expire after the Base Term of the Lease with respect to the original Premises, the Base Term of the Lease with respect to the original Premises shall be extended so as to be co-terminous with the term of the Lease with respect to the Expansion Space. Notwithstanding anything to the contrary contained herein, in no event shall the TI Allowance or Landlord’s Work apply to the Expansion Space. If Tenant fails to deliver a Acceptance Notice to Landlord within the required 5 day period, Tenant shall be deemed to have waived its rights under this Section 39(a) to lease the Expansion Space identified in the Pending Deal Notice, and Landlord shall have the right to lease all (but not just a portion) of that certain space located on the second (2nd) floor of the Building that is contiguous such Expansion Space to the portion of the original Premises that is located on the second (2nd) floor of the Building as of the Commencement Date (shown on Exhibit E hereto in its entirety as the “Refusal Space”) at such time as Landlord receives an offer from a third parry to lease the Refusal Space which Landlord is prepared to accept (the “Third Party Offer”). In such a case, Landlord shall give written notice to Tenant of the Third Parry Offer, in all its particulars and Tenant shall have a period of twenty (20) days thereafter in which to exercise Tenant’s right to lease the Refusal Space, failing which Landlord may lease the Refusal Space to such third party on the basis of the Third Party Offer. In the event that such third party does not lease the Refusal Space pursuant subject to the Third Party Offer, and so long as the conditions set forth in the first sentence Pending Deal Notice (or an affiliate of this paragraph are satisfied, then Landlord shall be obligated to follow the foregoing procedure for any subsequent Third Party Offer which it receives. If Tenant exercises its option to include the Refusal Space hereunder, effective such party) on the delivery date specified in the Third Party Offer, the Refusal Space shall automatically be included in the Premises and subject to all of substantially the terms and conditions of the Lease, except as set forth contained in the Third Party Offer and as follows: a. Tenant’s Proportionate Share shall be recalculated, using the total square footage of the Premises, as increased by the Refusal SpacePending Deal Notice. b. Except as set forth in the Third Party Offer, the Refusal Space shall be leased on an “as is” basis and Landlord shall have no obligation to improve the Refusal Space or grant Tenant any improvement allowance thereon. c. If the lease term for the Refusal Space set forth in the Third Party Offer is less than the remaining Term for the Premises, then, at Tenant’s option, the lease term for the Refusal Space shall be automatically extended to be coterminous with the Term for the Premises, in which case the Annual Rent for the Refusal Space for such extended period of time shall be the greater of (i) the per rentable square foot Annual Rent set forth in the Third Party Offer, or (ii) the per rentable square foot Annual Rent for the Premises for such period. If the lease term for the Refusal Space set forth in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises shall be automatically extended to be coterminous with the lease term for the Refusal Space, in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and Tenant. In the event that Landlord and Tenant are unable to agree to the fair market rental for the Premises for such period within thirty (30) days following Tenant’s acceptance of the Third Party Offer, then Landlord and Tenant shall each appoint a qualified MAI appraiser doing business in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental for the Premises as of the original Termination Date for the Premises for the remainder of the Term for the Premises. Landlord and Tenant shall equally share in the expense of such appraisals. The extension of the Term for the Premises pursuant to this Section 41 shall not limit Tenant’s right to extend the Term pursuant to Section 40 of this Lease. d. Landlord and Tenant shall, prior to the beginning of the lease term for the Refusal Space, execute a written memorandum confirming the terms of the inclusion of the Refusal Space; provided, that, the execution of such memorandum shall not be a condition to the effectiveness of Tenant’s exercise of the option contained herein.

Expansion Rights. So long as Tenant is (a) Sublessee shall have a one-time right of first offer to lease any space on the 5th Floor contiguous to the Sublease Premises that becomes available during the Sublease Term (the “ROFO Space”). The ROFO Space shall be subject and subordinate to all existing renewal and expansion rights granted to existing tenants on the 5th Floor of the East Tower and to any need Sublessor shall have for the ROFO Space. The ROFO Space will not then be available unless (i) Sublessee has not been in default beyond any applicable notice and grace or cure period under the termsSublease within the twelve (12) month period immediately prior to the ROFO notification, covenants and conditions (iii) Sublessee is occupying at least seventy-five percent (75%) of this Leasethe Sublease Premises. (b) When Sublessor determines the date the ROFO Space will be or is available, then Tenant Sublessor shall notify Sublessee in writing, informing Sublessee of the anticipated delivery date for the ROFO Space (the “ROFO Notice”). Sublessee shall have the right ten (10) business days to lease all (but not just a portion) of that certain space located on the second (2nd) floor of the Building that is contiguous elect to the portion of the original Premises that is located on the second (2nd) floor of the Building as of the Commencement Date (shown on Exhibit E hereto in exercise its entirety as the “Refusal Space”) at such time as Landlord receives an offer from a third parry option to lease the Refusal ROFO Space which Landlord is prepared to accept (the “Third Party Offer”). In such a case, Landlord shall give by written notice to Tenant Sublessor, which election shall be binding on Sublessee. After the ROFO Notice has been provided to Sublessee, and either accepted or declined by Sublessee, Sublessee thereafter shall no longer have any right of first offer to any space on the Third Parry Offer, in all 5th Floor. Upon receipt of Sublessee’s written notice exercising its particulars and Tenant shall have a period of twenty (20) days thereafter in which to exercise Tenant’s right option to lease the Refusal ROFO Space, failing which Landlord may lease the Refusal Space to such third party on the basis of the Third Party Offer. In the event that such third party does not lease the Refusal Space pursuant to the Third Party Offer, Sublessor and so long as the conditions set forth in the first sentence of this paragraph are satisfied, then Landlord shall be obligated to follow the foregoing procedure for any subsequent Third Party Offer which it receives. If Tenant exercises its option to include the Refusal Space hereunder, effective on the delivery date specified in the Third Party Offer, the Refusal Space shall automatically be included in the Premises and subject to all of the terms and conditions of the Lease, except as set forth in the Third Party Offer and as follows: a. Tenant’s Proportionate Share shall be recalculated, using the total square footage of the Premises, as increased by the Refusal Space. b. Except as set forth in the Third Party Offer, the Refusal Space shall be leased on an “as is” basis and Landlord Sublessee shall have no obligation to improve the Refusal Space or grant Tenant any improvement allowance thereon. c. If the lease term for the Refusal Space set forth in the Third Party Offer is less than the remaining Term for the Premises, then, at Tenant’s option, the lease term for the Refusal Space shall be automatically extended to be coterminous with the Term for the Premises, in which case the Annual Rent for the Refusal Space for such extended period of time shall be the greater of (i) the per rentable square foot Annual Rent set forth in the Third Party Offer, or (ii) the per rentable square foot Annual Rent for the Premises for such period. If the lease term for the Refusal Space set forth in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises shall be automatically extended to be coterminous with the lease term for the Refusal Space, in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and Tenant. In the event that Landlord and Tenant are unable to agree to the fair market rental for the Premises for such period within thirty (30) days following Tenant’s acceptance to negotiate mutually acceptable business terms for the sublease of the Third Party Offer, ROFO Space. The rental terms for any ROFO Space shall be one hundred percent (100%) of the then Landlord and prevailing “Fair Market Rental Rate” (as defined below) for comparable space in comparable buildings taking into account all relevant factors. The parties agree that there shall be no Tenant shall each appoint a qualified MAI appraiser doing business in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental Improvement Allowance provided to Sublessee by Sublessor for the Premises as of the original Termination Date for the Premises for the remainder of the Term for the Premises. Landlord and Tenant shall equally share in the expense of such appraisals. The extension of the Term for the Premises pursuant to this Section 41 shall not limit Tenant’s right to extend the Term pursuant to Section 40 of this LeaseROFO Space. d. Landlord and Tenant shall, prior to the beginning of the lease term for the Refusal Space, execute a written memorandum confirming the terms of the inclusion of the Refusal Space; provided, that, the execution of such memorandum shall not be a condition to the effectiveness of Tenant’s exercise of the option contained herein.

Expansion Rights. So long (a) Subject to the terms of this paragraph and any renewal, expansion or other leasing rights of other tenants in the Building existing as Tenant is not then in default beyond any applicable notice and cure period under of the terms, covenants and conditions date of this Lease, then Tenant shall have the Landlord's right to lease all (but not just a portion) of that certain space located on renew or extend the second (2nd) floor term of the Building that is contiguous to current tenants lease(s), and any rights of future tenants in the portion of the original Premises that is located on the second Offer Space (2nd) floor of the Building as of the Commencement Date (shown on Exhibit E hereto in its entirety as the “Refusal Space”) at such time as Landlord receives an offer from a third parry to lease the Refusal Space which Landlord is prepared to accept (the “Third Party Offer”hereinafter defined). In such a case, Landlord shall give written notice to Tenant of the Third Parry Offer, in all its particulars and Tenant shall have a period right of twenty first offer (20the "Right of First Offer") days thereafter on other space in which the Building (the "Offer Space"), if the same becomes available for leasing prior to exercise Tenant’s right the expiration of the Term. Landlord shall not have any obligation to take action to regain possession of the Offer Space or any portion thereof for the purpose of offering the same to Tenant until the expiration or termination of all other tenants' rights thereto (including renewal rights), and then only if Landlord elects not to renew or extend the term of the current tenants lease(s). The parties acknowledge that the remainder of the Building is vacant and being marketed to third parties as of the execution of this Lease. The parties agree that Tenant does not want to lease the Refusal Spaceremainder of the Building at this time. Accordingly, failing which Landlord may lease the Refusal Space remainder of the Building to any other person or entity on whatever terms Landlord and such third party on the basis may agree upon without any obligation to offer such space to Tenant. If all or a portion of the Third Party Offer. In remainder of the event that such Building shall again become vacant after being leased to a third party does not lease during the Refusal Space pursuant to the Third Party Offer, and so long as the conditions set forth in the first sentence of this paragraph are satisfiedTerm, then Landlord shall be obligated to follow comply with the foregoing procedure requirements of this Section 2.08. (b) Landlord will notify Tenant if such Offer Space becomes available for any subsequent Third Party Offer which it receives. If Tenant exercises its option to include leasing during the Refusal Space hereunder, effective on the delivery date specified in the Third Party Offer, the Refusal Space shall automatically be included in the Premises Term and subject to all of the terms and conditions of the Lease, except as set forth in the Third Party on which said Offer and as follows: a. Tenant’s Proportionate Share shall be recalculated, using the total square footage of the Premises, as increased by the Refusal Space. b. Except as set forth in the Third Party Offer, the Refusal Space shall may be leased on an “as is” basis and Landlord shall have no obligation to improve the Refusal Space or grant by Tenant any improvement allowance thereon. c. If the lease term for the Refusal Space set forth in the Third Party ("Offer is less than the remaining Term for the PremisesNotice"), then, at Tenant’s option, the lease term for the Refusal Space shall which terms will be automatically extended to be coterminous with the Term for the Premises, in which case the Annual Rent for the Refusal Space for such extended period of time shall be the greater of consistent with: (i) the per rentable square foot Annual Rent set forth in terms upon which Tenant is leasing the Third Party OfferPremises if the Offer Space becomes available during the first eighteen (18) months of the Term, it being agreed that the Improvement Allowance and any other concessions shall be prorated to reflect the shortened length of the term for such Offer Space; or (ii) the per rentable square foot Annual Rent for the Premises for such period. If the lease term for the Refusal Space set forth terms upon which similar space is being leased by Landlord in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises shall be automatically extended to be coterminous Project and consistent with the lease term for terms at which similar space in comparable buildings is being leased by other landlords in the Refusal SpaceSterling, in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and TenantVirginia area. In the event that Landlord and Tenant are unable to agree to the fair market rental for the Premises for such period within will have thirty (30) days following delivery of such Offer Notice during which to notify Landlord in writing of Tenant’s acceptance 's intent to lease all and not a portion of the Third Party OfferOffer Space described in Landlord's Offer Notice or to reject leasing the same. Tenant's failure to timely exercise its Right of First Offer within said thirty (30) day period shall be deemed an absolute waiver by Tenant of its right to lease said Offer Space specified in Landlord's Offer Notice and this paragraph shall thereafter be of no further force and effect. Upon Tenant's rejection (or deemed rejection) of the Offer Space specified in Landlord's Offer Notice, then Landlord shall be free to lease said Offer Space to any other person or entity on any terms. If, during the Term, Tenant rejects the Offer Space and such space or a portion thereof again becomes available during the Term (following the leasing of such space to a third party), Tenant shall each appoint a qualified MAI appraiser doing business have the same Right of First Offer describe in this Section 2.08. (c) Tenant's Right of First Offer shall be subject to the area, and in turn those two following conditions: (2i) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and at the majority shall decide upon the fair market rental for the Premises as time of the original Termination Date for exercise of such right and throughout the Premises for the remainder period prior to Landlord's delivery of the Term for Offer Space to Tenant, there is no existing outstanding default by Tenant which has not been remedied within the Premises. Landlord applicable cure period; (ii) at the time of Landlord's Offer Notice and Tenant shall equally share in throughout the expense of such appraisals. The extension period prior to Landlord's delivery of the Term for Offer Space to Tenant, Tenant is in possession of and occupying the Premises pursuant to this Section 41 shall not limit Tenant’s right to extend entire Premises; and (iii) Tenant must lease the Term pursuant to Section 40 entire Offer Space specified in Landlord's Offer Notice. Landlord, in its sole and absolute discretion, may waive any of this Leasethe foregoing conditions. d. Landlord (d) If Tenant timely and Tenant shallproperly exercises the Right of First Offer granted hereby, prior to the beginning Landlord's delivery of the lease term for Offer Space to Tenant, Tenant and Landlord shall execute an amendment to the Refusal Space, execute a written memorandum confirming Lease memorializing said expansion of the Premises and the terms applicable thereto. If Tenant fails to timely notify Landlord of its desire to exercise the inclusion Right of the Refusal Space; providedFirst Offer granted hereby, that, the execution then Tenant shall be deemed to have conclusively waived its Right of such memorandum shall not be a condition First Offer as to the effectiveness of Tenant’s exercise of Offer Space and the option contained hereinOffer Notice in question.

Expansion Rights. So long (a) If any tenant under a Lease exercises its option as Tenant presently set forth in its lease to lease additional land and/or improvements (the “Expansion Land” and the portion of each of such Properties excluding the Expansion Land is not then in default beyond hereinafter the “Remaining Property”) presently constituting a portion of any applicable of those Properties designated on Exhibit A hereto as IL1970335 (GATX/IL) (collectively, the “Expansion Properties”) and to have Borrower construct thereon additional improvements (such improvements being hereinafter referred to as the “Expansion Improvements”, and the Expansion Land and the Expansion Improvements being hereinafter referred to as the “Expansion Premises”), Borrower shall have the right, exercised by written notice to Lenders, to have the Expansion Premises considered Substitute Properties and cure period under to have Properties designated by Borrower released from the termsProperty Pool as if such Properties were Replaced Properties (subject to the limitations, covenants exceptions and conditions set forth below in this Section 2.15(a) and Section 2.12 above) provided (i) no Event of this LeaseDefault exists as of the date of the Substitution, then Tenant (ii) the Expansion Improvements have been completed as evidenced by a certificate of occupancy reasonably acceptable to Lenders, (iii) the Expansion Improvements have been accepted and occupied by the tenant thereof, (iv) commencement of rent payments by the tenant (after the expiration of any free rent, credit or grace period) has occurred, (v) Lenders have received an estoppel certificate from the tenant thereof in form and substance reasonably acceptable to Lenders, (vi) title to the Expansion Improvements shall be vested in Borrower, (vii) Borrower delivers to Lenders title insurance endorsements or other evidence reasonably acceptable to Lenders that all mechanics and materialmen have been paid in connection with the construction and that no mechanics’ liens exist with respect to the Expansion Premises and (viii) Lenders shall have received a Rating Confirmation in respect of the Substitution involving the Expansion Premises. Borrower shall have the right to lease exercise the option granted in this Section with respect to the Expansion Premises of one or more tenants in a single Substitution; provided, however, that all (but not just a portion) Substitutions under this Section shall reduce the number of that certain space located on remaining Substitutions available to Borrower accordingly. The terms and conditions for Substitution set forth in Section 2.12 hereof shall apply with respect to Substitutions applicable to Expansion Premises. Determination of NOI and FMV, and the second (2nd) floor allocation thereof as between the Expansion Premises and the balance of the Building that Property of which the Expansion Premises are a part, shall be made by Lenders exercising reasonable discretion. (b) If any tenant with the option to lease Expansion Land waives its option, or the option is contiguous otherwise terminated or expires, which waiver, termination or expiration is evidenced by a tenant estoppel reasonably acceptable to Lenders, Borrower shall have the right, exercised by written notice to Lenders, to have the Expansion Land considered a potential Replaced Property and to have such Expansion Land designated by Borrower released from the Property Pool as if such Expansion Land was a Replaced Property (subject to the portion limitations, exceptions and conditions set forth below in this Section 2.15(b), 2.15(c) below and Section 2.12 above) provided (i) no Event of the original Premises that is located on the second (2nd) floor of the Building Default exists as of the Commencement Date (shown on Exhibit E hereto in its entirety as the “Refusal Space”) at such time as Landlord receives an offer from a third parry to lease the Refusal Space which Landlord is prepared to accept (the “Third Party Offer”). In such a case, Landlord shall give written notice to Tenant date of the Third Parry OfferSubstitution, in all its particulars and Tenant (ii) Lenders shall have received a period Rating Confirmation in respect of twenty the Substitution involving the Expansion Land, and (20iii) days thereafter in which Section 2.12(l) shall not be applicable; however, the Substitute Properties must be income producing industrial, office/research and development or grocery anchored retail properties. Borrower shall have the right to exercise Tenant’s right to lease the Refusal Space, failing which Landlord may lease the Refusal Space to such third party on the basis of the Third Party Offer. In the event that such third party does not lease the Refusal Space pursuant option granted in this Section with respect to the Third Party OfferExpansion Land of one or more tenants in a single Substitution; provided, however, that all Substitutions under this Section shall reduce the number of remaining Substitutions available to Borrower accordingly. The terms and so long as the conditions for Substitution set forth in Section 2.12 hereof shall apply with respect to Substitutions applicable to Expansion Land. Determination of NOI, FMV and the first sentence Allocated Loan Amount A, Allocated Loan Amount B, and Combined Allocated Loan Amount, and the allocation thereof as between the Expansion Land and the balance of this paragraph are satisfiedthe Property of which the Expansion Land is a part, then Landlord shall be obligated made by Lenders exercising reasonable discretion. (c) The Remaining Property and/or Borrower shall be in compliance with the following as an additional condition precedent to follow the foregoing procedure for any subsequent Third Party Offer which it receives. If Tenant exercises its option Substitutions applicable to include the Refusal Space hereunder, effective on the delivery date specified in the Third Party Offer, the Refusal Space shall automatically be included in the Premises and subject to all of the terms and conditions of the Lease, except as set forth in the Third Party Offer and as followsExpansion Land: a. Tenant’s Proportionate Share shall be recalculated, using the total square footage of the Premises, as increased by the Refusal Space. b. Except as set forth in the Third Party Offer, the Refusal Space shall be leased on an “as is” basis and Landlord shall have no obligation to improve the Refusal Space or grant Tenant any improvement allowance thereon. c. If the lease term for the Refusal Space set forth in the Third Party Offer is less than the remaining Term for the Premises, then, at Tenant’s option, the lease term for the Refusal Space shall be automatically extended to be coterminous with the Term for the Premises, in which case the Annual Rent for the Refusal Space for such extended period of time shall be the greater of (i) The Remaining Property shall comply with all applicable zoning, land use and similar laws, rules, regulations and ordinances of all Governmental Authorities having or claiming jurisdiction thereover, and all other applicable laws, with each such determination assuming the per rentable square foot Annual Rent set forth in separate ownership and operation of the Third Party Offer, or Remaining Property; (ii) the per rentable square foot Annual Rent Borrower must provide evidence reasonably acceptable to Lenders that (1) all zoning and subdivision approvals of Governmental Authorities having jurisdiction as necessary to create legally identifiable tracts of real property, and separate tax and zoning lots for the Premises for such period. If the lease term for the Refusal Space set forth all real property taxes, have been granted in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises shall be automatically extended to be coterminous with the lease term for the Refusal Space, in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and Tenant. In the event that Landlord and Tenant are unable to agree to the fair market rental for the Premises for such period within thirty (30) days following Tenant’s acceptance respect of the Third Party Offer, then Landlord Remaining Property; and Tenant shall each appoint a qualified MAI appraiser doing business in the area, and in turn those two (2) independent MAI appraisers from and after the Substitution of the Replaced Property, no acts relating to development, further subdivision, construction or use on the Replaced Property can affect in any respect the compliance of the Remaining Property with all Governmental Rules; (iii) Borrower must provide evidence reasonably satisfactory to Lenders that, following any such Substitution, the Remaining Property shall appoint have available to it all necessary utility and other services for the development, use, occupancy and operation of the Remaining Property, and adequate, free, unimpeded and unencumbered access for pedestrian and vehicular ingress and egress onto all adjacent public roads; (iv) Borrower must provide Lenders with an updated survey of the Remaining Property, reasonably satisfactory to Lenders, prepared by a third (3rd) MAI appraiser registered land surveyor for the state in which the Remaining Property is located, and certified to the Lenders, its successors and assigns, and the majority shall decide upon the fair market rental for the Premises as title insurer in form reasonably acceptable to Lenders, containing metes and bounds legal descriptions of the original Termination Date for Remaining Property; (v) Borrower provides Lenders with an opinion of counsel reasonably satisfactory to Lenders, which opinion shall be in form and substance reasonably satisfactory to Lenders, or other evidence reasonably satisfactory to Lenders, that the Premises for the remainder lien of the Term for applicable Mortgage is and continues to constitute a valid lien on the Premises. Landlord and Tenant Remaining Property; and (vi) Borrower shall equally share in procure from the expense of such appraisals. The extension title insurer insuring the lien of the Term for Mortgages an endorsement to Lenders’ title insurance policies reasonably acceptable to Lenders which shall provide, inter alia, that the Premises pursuant to this Section 41 shall not limit Tenant’s right to extend the Term pursuant to Section 40 of this Lease. d. Landlord lien and Tenant shall, prior to the beginning priority of the lease term for applicable Mortgage on the Refusal Space, execute Remaining Property shall be unaffected as a written memorandum confirming the terms result of the inclusion release of the Refusal Space; provided, that, the execution of such memorandum shall not be a condition to the effectiveness of Tenant’s exercise of the option contained hereinReplaced Property.

Expansion Rights. So long as If Tenant is not then in default beyond any applicable notice and cure period under performs all of the terms, covenants terms and conditions of this Lease, then Tenant shall have the right to lease all the Expansion Space, more particularly described in ITEM 6(C) OF THE BASIC LEASE PROVISIONS, on or about the Delivery Date (but not just a portiondefined below) of that certain space located on at the second Prevailing Market Rate (2ndas defined below). At least six (6) floor of the Building that is contiguous months prior to the portion of the original Premises that is located on the second (2ndExpansion Date, set forth in ITEM 6(C) floor of the Building as of the Commencement Date (shown on Exhibit E hereto in its entirety as the “Refusal Space”) at such time as Landlord receives an offer from a third parry to lease the Refusal Space which Landlord is prepared to accept (the “Third Party Offer”). In such a caseOF THE BASIC LEASE PROVISIONS, Landlord shall give written notice notify Tenant (i) the date such Expansion Space will be delivered to Tenant Tenant, which may be six (6) months before or after the Expansion Date ("DELIVERY DATE"), (ii) the size of the Third Parry OfferExpansion Space, which may be plus or minus twenty percent (20%), and (iii) the location and configuration of the Expansion Space, all of which shall be determined in all its particulars and Landlord's sole discretion. Tenant shall be deemed to have a period waived its rights under this ARTICLE 1.03, unless Tenant notifies Landlord in writing of twenty (20) days thereafter in which Tenant's election to exercise Tenant’s right this expansion option and executes Landlord's standard form amendment adding the Expansion Space to the Premises at the Prevailing Market Rate, which notice and amendment shall be executed and delivered to Landlord not more than nine (9) months and not less than six (6) months prior to the Expansion Option Date. Unless the cost thereof is reflected in the Prevailing Market Rate, all Expansion Space shall be delivered and accepted in an "AS-IS" condition, no lease inducements (such as rent abatement or refurbishment allowances) shall be provided with respect to the Refusal Expansion Space, failing which Landlord may lease the Refusal Space to such third party on the basis of the Third Party Offer. In the event that such third party does not lease the Refusal Space pursuant to the Third Party Offer, and so long as the conditions set forth in the first sentence of this paragraph are satisfied, then Landlord shall be obligated to follow the foregoing procedure for any subsequent Third Party Offer which it receives. If Tenant exercises its option to include the Refusal Space hereunder, effective on the delivery date specified in the Third Party Offer, the Refusal Space shall automatically be included in the Premises and subject to all of the terms and conditions of Landlord's then standard form lease shall apply to the Lease, except as set forth in the Third Party Offer and as follows: a. Tenant’s Proportionate Share Expansion Space. The Expansion Space shall be recalculated, using the total square footage constitute a portion of the Premises, as increased by Premises for all purposes and the Refusal Space. b. Except as set forth in Rent for the Third Party Offer, the Refusal Expansion Space shall be leased on an “as is” basis and Landlord shall have no obligation to improve the Refusal Space or grant Tenant any improvement allowance thereon. c. If the lease term for the Refusal Space set forth in the Third Party Offer is less than the remaining Term for the Premises, then, at Tenant’s option, the lease term for the Refusal Space shall be automatically extended to be coterminous with the Term for the Premises, in which case the Annual Rent for the Refusal Space for such extended period of time shall be the greater of (i) the per rentable square foot Annual Rent set forth in the Third Party Offer, or (ii) the per rentable square foot Annual Rent for the Premises for such period. If the lease term for the Refusal Space set forth in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises shall be automatically extended to be coterminous with the lease term for the Refusal Space, in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and Tenant. In the event that Landlord and Tenant are unable to agree equal to the fair market rental for the Premises for such period within thirty (30) days following Tenant’s acceptance of the Third Party Offer, then Landlord and Tenant shall each appoint a qualified MAI appraiser doing business in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental for the Premises Prevailing Market Rate determined as of the original Termination Date for the Premises for the remainder of the Term for the Premises. Landlord and Tenant shall equally share in the expense of such appraisals. The extension of the Term for the Premises pursuant to this Section 41 shall not limit Tenant’s right to extend the Term pursuant to Section 40 of this LeaseDelivery Date. d. Landlord and Tenant shall, prior to the beginning of the lease term for the Refusal Space, execute a written memorandum confirming the terms of the inclusion of the Refusal Space; provided, that, the execution of such memorandum shall not be a condition to the effectiveness of Tenant’s exercise of the option contained herein.

Expansion Rights. So long as (A) Provided that Tenant (i) is not then in default of any of its obligations under the Lease beyond any applicable notice and or cure period under provided herein for the termscure thereof; (ii) has substantially completed the Expansion Premises Work, covenants and conditions (iii) there is at least five (5) years remaining on the term of this LeaseLease or any extension term, then Tenant shall have the right to lease all (but not just a portion) of that certain space located on the second (2nd) floor of further expand the Building that is contiguous to the portion of the original Premises that is located on the second (2nd) floor of the Building as of the Commencement Date (shown on Exhibit E hereto in its entirety as the “Refusal Space”) at such time as Landlord receives an offer from a third parry to lease the Refusal Space which Landlord is prepared to accept (the “Third Party OfferFuture Expansion Work”) under the terms and subject to the conditions contained in this Paragraph 71. In the event there is less than five (5) years remaining on the term of this Lease as extended Tenant’s rights to perform Future Expansion Work shall be subject to Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed. (B) In the event that Tenant desires to perform Future Expansion Work, Tenant shall (1) submit to Landlord two (2) sets of detailed plans and specifications (including layout, architectural, mechanical and structural drawings) for all proposed Future Expansion Work (the “Future Expansion Plans and Specifications”). In Tenant shall not commence any such a caseFuture Expansion Work without first obtaining Landlord’s consent therefore which consent shall not be unreasonably withheld, conditioned or delayed. Upon its receipt of the Future Expansion Plans and Specifications, Landlord shall give written notice to Tenant of the Third Parry Offer, in all its particulars and Tenant shall have a period of twenty (20) days thereafter in which to exercise Tenant’s right respond by delivering to lease the Refusal Space, failing which Landlord may lease the Refusal Space to such third party on the basis Tenant a notice of its denial or acceptance of the Third Party Offerplans (the “Landlord Expansion Notice”). In If Landlord denies the event that such third party does not lease the Refusal Space pursuant to the Third Party Offer, Future Expansion Plans and so long as the conditions set forth in the first sentence of this paragraph are satisfiedSpecifications, then Landlord shall be obligated include in the Landlord Expansion Notice, in reasonable detail, the reasons for its denial. Tenant agrees to follow cooperate with Landlord with regard to any request for additional information contained in the foregoing procedure for any subsequent Third Party Offer which it receivesLandlord Expansion Notice. If Tenant exercises its option Landlord fails to include respond to the Refusal Space hereunder, effective on the delivery date specified in the Third Party Offer, the Refusal Space shall automatically be included in the Premises and subject Landlord Expansion Notice within twenty (20) days such failure to all of the terms and conditions of the Lease, except as set forth in the Third Party Offer and as follows: a. Tenant’s Proportionate Share respond shall be recalculated, using deemed consent to the total square footage of the Premises, as increased by the Refusal SpaceFuture Expansion Plans and Specifications. b. Except as set forth in the Third Party Offer, the Refusal Space shall be leased on an “as is” basis and Landlord shall have no obligation to improve the Refusal Space or grant Tenant any improvement allowance thereon. c. (C) If the lease term for the Refusal Space set forth in the Third Party Offer there is less than the remaining Term for the Premises, then, at Tenant’s option, the lease term for the Refusal Space shall be automatically extended to be coterminous with the Term for the Premises, in which case the Annual Rent for the Refusal Space for such extended period of time shall be the greater of (i) the per rentable square foot Annual Rent set forth in the Third Party Offer, or (ii) the per rentable square foot Annual Rent for the Premises for such period. If the lease term for the Refusal Space set forth in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises shall be automatically extended to be coterminous with the lease term for the Refusal Space, in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and Tenant. In the event that a dispute between Landlord and Tenant are unable to agree as to the fair market rental for reasonableness of Landlord’s refusal to consent to the Premises for such period Future Expansion Plans and Specifications, then Tenant may, at its option, as its sole and exclusive remedy, send a written notice to Landlord (the “Buy/Sell Trigger Notice”) within thirty (30) days following Tenantof its receipt of Landlord’s acceptance Expansion Notice requesting that Tenant desires to purchase all of Parcels A, B and C, together with all existing facilities, and improvements (collectively, the “Landlord Fee Estate”) under the terms and conditions set forth in subparagraph (D) of this Paragraph 71. (D) If Tenant exercises its rights to purchase the Landlord Fee Estate by delivering the Buy/Sell Trigger Notice to Landlord in a timely manner, then the parties agree that Tenant shall have the right to purchase the Landlord Fee Estate at its Fair Market Value as determined by the terms set forth in this Paragraph 71 (D). Upon determination of the Third Party Offer, then Landlord and Tenant Fair Market Value the parties shall each appoint promptly enter into a qualified MAI appraiser doing business contract in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental for the Premises as of the original Termination Date for the Premises for the remainder of the Term for the Premises. Landlord and Tenant shall equally share in the expense of such appraisals. The extension of the Term for the Premises pursuant to this Section 41 shall not limit Tenant’s right to extend the Term pursuant to Section 40 of this Lease. d. Landlord and Tenant shall, prior form substantially similar to the beginning Contract of the lease term for the Refusal Space, execute Sale annexed hereto as Exhibit C and made a written memorandum confirming the terms of the inclusion of the Refusal Space; provided, that, the execution of such memorandum shall not be a condition to the effectiveness of Tenant’s exercise of the option contained hereinpart hereof.

Expansion Rights. So long Tenant shall have the right to lease space on the second floor of the Building as Tenant is not then in default beyond any applicable notice and cure period under the terms, covenants and conditions follows: Beginning with execution of this LeaseLease and continuing until the first anniversary of the Commencement Date (the “ROFR Period”), then Tenant shall have the right to lease all (but not just or a portion) of that certain space located on the second (2nd) floor of the Building that is contiguous to the portion of the original Premises that is located on the second (2nd) floor of the Building as of the Commencement Date (shown on Exhibit E hereto in its entirety as the “Refusal Space”) at such time as Landlord receives an offer a letter of intent from a third parry party to lease some or all of the Refusal Space second floor of the Building (“Offered Space”), which letter of intent Landlord is prepared to accept (the “Third Party Offer”). In such a case, Landlord shall give written notice to Tenant of the Third Parry Offer, in all its particulars Offer and Tenant shall have a period of twenty seven (207) business days thereafter in which to exercise Tenant’s right to lease the Refusal Offered Space. If Tenant notifies Landlord in writing within such seven (7) business day period that Tenant does not elect to lease the Offered Space, failing which or if Tenant does not respond in writing to the Offer within such seven (7) business day period, then, in either of the above instances, Landlord may lease the Refusal Offered Space to such the third party on the basis of the Third Party Offer. In the event that such third party does not lease the Refusal Space pursuant to the Third Party Offer, and so long as the conditions set forth in the first sentence of this paragraph are satisfied, then Landlord shall be obligated to follow the foregoing procedure for any subsequent Third Party Offer which it receives. If Tenant exercises its option right to include lease the Refusal Space hereunderOffered Space, effective on the delivery date specified in the Third Party Offer, the Refusal Offered Space shall automatically be included in the Premises and be subject to all of the terms and conditions of the this Lease, except as set forth in subject to the Third Party Offer and as followsfollowing: a. (a) The term of the lease for the Offered Space shall be coterminous with the Term, and any rent abatement, tenant improvement allowance or other applicable terms and conditions shall be apportioned on a straight line, pro rata basis. QB\129138.00037\24864053.9 (b) Tenant’s Proportionate Share shall of Annual Operating Expenses will be recalculated, using recalculated based on the total rentable square footage of the Premises, as increased by the Refusal Offered Space. b. Except as set forth in the Third Party Offer, the Refusal Space shall be leased on an “as is” basis and Landlord shall have no obligation to improve the Refusal Space or grant Tenant any improvement allowance thereon. c. If the lease term for the Refusal Space set forth in the Third Party Offer is less than the remaining Term for the Premises, then, at (c) Tenant’s option, the lease term for the Refusal Space shall be automatically extended to be coterminous with the Term for the Premises, in which case the monthly installment of Minimum Annual Rent for the Refusal Offered Space for such extended period of time shall will be recalculated based on the greater of (i) the per total rentable square foot Annual Rent set forth in the Third Party Offer, or (ii) the per rentable square foot Annual Rent for the Premises for such period. If the lease term for the Refusal Space set forth in the Third Party Offer is greater than the remaining Term for footage of the Premises, then, at Tenant’s option, as increased by the Term for Offered Space. (d) Tenant shall receive an improvement allowance on the Premises shall be automatically extended to be coterminous with the lease term for the Refusal Space, same terms as provided in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises but prorated as agreed to by Landlord and Tenant. In the event that Landlord and Tenant are unable to agree to the fair market rental for the Premises for such period within thirty (30) days following Tenant’s acceptance of the Third Party Offer, then Landlord and Tenant shall each appoint a qualified MAI appraiser doing business provided in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental for the Premises as of the original Termination Date for the Premises for the remainder of the Term for the Premises. Landlord and Tenant shall equally share in the expense of such appraisals. The extension of the Term for the Premises pursuant to this Section 41 shall not limit Tenant’s right to extend the Term pursuant to Section 40 of this Leasesubsection 31(a). d. (e) Landlord and Tenant shall, prior to the beginning of the lease term for the Refusal Offered Space, execute a written memorandum amendment to the Lease confirming the terms of the inclusion of the Refusal Offered Space; provided, that, the execution of such memorandum shall not be a condition to recalculated Minimum Annual Rent and the effectiveness of Tenantother applicable terms. Landlord’s exercise of the option contained herein.approval:__________________________________________________________ City ManagerSenior Vice President, Regional Director]

Expansion Rights. So long as Tenant is Lessee shall have a continuous and ongoing right of first refusal to lease any contiguous space in the Building that should become available over the Lease term (“Expansion Space”). Lessor shall notify Lessee if Lessor receives a bona fide offer from a third party to lease any Expansion Space. Lessee shall then have ten (10) days after receipt of such notice to elect to lease the Expansion Space. If Lessee does not then indicate in default beyond any applicable writing its agreement to lease the Expansion Space on the terms contained in Lessor’s notice and cure period under within said ten (10) day period, the terms, covenants and conditions of this Lease, then Tenant Lessor thereafter shall have the right to lease all (but not just a portion) of that certain space located on the second (2nd) floor of the Building that is contiguous Expansion Space to the portion of the original Premises that is located on the second (2nd) floor of the Building as of the Commencement Date (shown on Exhibit E hereto in its entirety as the “Refusal Space”) at such time as Landlord receives an offer from a third parry party terms consistent with fair market rate for comparable office/lab space. If Lessor does not lease the Expansion Space within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Lessor to lease the Refusal Expansion Space which Landlord is prepared and the provisions of this paragraph shall again be applicable. Lessee’s rejection of any particular offer shall not relieve Lessor of its obligation to accept (the “Third Party Offer”). In such a case, Landlord shall give written notice to Tenant of the Third Parry Offer, in all its particulars and Tenant shall have a period of twenty (20) days thereafter in which to exercise Tenant’s right to lease the Refusal Space, failing which Landlord may lease the Refusal again offer any Expansion Space to such third party on Lessee at any time that the basis of the Third Party OfferExpansion Space subsequently becomes available. In the event that Lessee’s expansion needs cannot be accommodated within the Building, Lessee shall have the right to relocate anywhere within the Lessor’s local portfolio. In such third party does not event, a new five (5) year lease the Refusal Space pursuant to the Third Party Offer, and so long as the conditions set forth in the first sentence of this paragraph are satisfied, then Landlord shall term would be obligated to follow the foregoing procedure for any subsequent Third Party Offer which it receives. If Tenant exercises its option to include the Refusal Space hereunder, effective entered into on the delivery date specified in the Third Party Offer, the Refusal Space shall automatically be included in the Premises and subject to all of the same terms and conditions of the Lease, except as set forth in the Third Party Offer and as follows: a. Tenant’s Proportionate Share shall be recalculated, using the total square footage of the Premises, as increased by the Refusal Space. b. Except as set forth in the Third Party Offer, the Refusal Space shall be leased on an “as is” basis and Landlord shall have no obligation to improve the Refusal Space or grant Tenant any improvement allowance thereon. c. If the lease term for the Refusal Space set forth in the Third Party Offer is less than the remaining Term for the Premises, then, at Tenant’s option, the lease term for the Refusal Space shall be automatically extended to be coterminous with the Term for the Premises, in which case the Annual Rent for the Refusal Space for such extended period of time shall be the greater of (i) the per rentable square foot Annual Rent set forth in the Third Party Offer, or (ii) the per rentable square foot Annual Rent for the Premises for such period. If the lease term for the Refusal Space set forth in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises shall be automatically extended to be coterminous with the lease term for the Refusal Space, in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and Tenant. In the event that Landlord and Tenant are unable to agree to the fair market rental for the Premises for such period within thirty (30) days following Tenant’s acceptance of the Third Party Offer, then Landlord and Tenant shall each appoint a qualified MAI appraiser doing business in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental for the Premises as of the original Termination Date for the Premises for the remainder of the Term for the Premises. Landlord and Tenant shall equally share in the expense of such appraisals. The extension of the Term for the Premises pursuant to this Section 41 shall not limit Tenant’s right to extend the Term pursuant to Section 40 of this Lease. d. Landlord and Tenant shall, prior to the beginning of the lease term for the Refusal Space, execute a written memorandum confirming the terms of the inclusion of the Refusal Space; provided, that, the execution of such memorandum shall not be a condition to the effectiveness of Tenant’s exercise of the option contained herein.

Expansion Rights. So long as Tenant is not then in default beyond any applicable notice and cure period under the terms, covenants and conditions of this Lease, then (a) Tenant shall have the right option to lease all (but not just a portion) of that certain space located on the second (2nd) floor include as part of the Building that is contiguous to Premises, the remaining portion of the original Premises that is located on the second (2nd) floor of the Building as designated on SCHEDULE A attached hereto (such space is referred to herein as the "EXPANSION SPACE") pursuant to the terms of this Lease. (b) Any such option shall be exercised by a written notice (hereinafter called the "EXPANSION NOTICE") from Tenant to Landlord given at any time prior to the date Landlord delivers to Tenant the Refusal Notice (as defined in Article 44 hereof) and solely if such Refusal Notice pertains to the Expansion Space and Tenant rejects, or is deemed to reject, Landlord's offer pursuant to Article 44, provided, that Tenant shall once again be entitled to exercise its expansion option for the Expansion Space if Landlord does not timely enter into a lease for the Expansion Space with the Third-Party Tenant (as defined below) in accordance with Section 44(c) below. (c) In the event that Tenant shall give Landlord the Expansion Notice, Tenant shall be deemed to have irrevocably agreed to have the Expansion Space added to and included in the Premises effective as of the thirtieth (30th) day after the deliver y of the Expansion Notice (the "INCLUSION DATE"). (d) In the event that Tenant shall properly exercise its option in accordance with the provisions hereof, then in such event, effective as of the Inclusion Date: (i) The Expansion Space shall be deemed added to and included in the Premises for the period commencing on the Inclusion Date and ending on the Expiration Date (as such date may be extended pursuant to the terms of this Lease). The inclusion of such space shall be on all the terms and subject to the conditions of this Lease (other than Article 6 hereof) and on such additional terms and conditions as is hereinafter set forth in this Article 43; (ii) If Tenant shall timely give Landlord the Expansion Notice, Landlord shall construct improvements to the Expansion Space in accordance with plans substantially similar to the Final Plans for the Premises. Landlord shall pay for the Base Space and Tenant shall pay for any Special Work applicable thereto. The provisions of Article 6 shall apply to the work in the Expansion space and Tenant's reimbursement obligations. If the Expansion Notice is given prior to the one year anniversary of the Commencement Date (shown on Exhibit E hereto Date, the annual Fixed Rent with respect to the Expansion Space shall equal the then Fixed Rent set forth in its entirety as Section 3.1 hereof and shall thereafter be increased in accordance with the “Refusal Space”) at such time as Landlord receives an offer from a third parry to lease the Refusal Space which Landlord is prepared to accept (the “Third Party Offer”). In such a case, Landlord shall give written notice to Tenant terms of the Third Parry Offer, in all its particulars and Tenant shall have a period of twenty (20) days thereafter in which to exercise Tenant’s right to lease the Refusal Space, failing which Landlord may lease the Refusal Space to such third party on the basis of the Third Party OfferSection 3. 1. In the event that such third party does not lease Tenant delivers the Refusal Space pursuant Expansion Notice at any time after the one year anniversary of the Commencement Date, the annual Fixed Rent with respect to the Third Party OfferExpansion Space shall be the fair rental value of the Expansion Space (taking into account Landlord's cost of constructing the improvements to the Expansion Space) as of the date of the Expansion Notice as agreed upon by Landlord and Tenant. If the parties are unable to agree upon such fair rental value within 30 days after the delivery of the Expansion Notice, and so long such value shall be determined by arbitration, as provided in Section 2.5(c) hereof. Until such time that the conditions fair rental value is determined by arbitration, the Fixed Rent for the Expansion Space shall equal the then Fixed Rent (on a per square foot basis) set forth in Section 3.1. Upon the determination of the fair rental value by arbitration, the parties shall make an appropriate payment to one another to accurately reflect any overpayment or underpayment of the Fixed Rent made by Tenant; (iii) Effective as of the Inclusion Date, for purposes of calculating the portion of Tenant's Proportionate Share of increased Taxes and Cost of Operation and Maintenance allocable to the Expansion Space: (A) the Base Operating Expense Year and Base Tax year shall be the Operational Year and the Tax Year for the calendar year immediately preceding the calendar year in which occurs the Inclusion Date, and (B) Tenant Proportionate Share attributable to the Expansion Space shall be deemed to be a fraction, expressed as a percentage, the numerator which shall be the number of rentable square feet included within the Expansion Space, and the denominator of which shall be 162,206; (iv) Landlord and Tenant shall execute an amendment to the Lease setting forth without limitation the exercise of the expansion option, the inclusion of the Expansion Space in the Premises, the Fixed Rent and Tenant's Proportionate Share attributable to the Expansion Space and the Inclusion Date. (e) Except as otherwise expressly provided in Section 43(d)(ii), Tenant agrees to accept the Expansion Space in its condition and state of repair existing as of the Inclusion Date and understands and agrees that Landlord shall not be required to perform any work, supply any materials or incur any expense to prepare such space for Tenant occupancy. (f) Tenant's expansion option pursuant to this Article 43 shall expire and be of no further force and effect as of the date Landlord delivers to Tenant the first sentence Refusal Notice pursuant to Article 44 hereof, and Tenant rejects, or is deemed to reject, Landlord's offer pursuant to Article 44, provided, that Tenant shall once again be entitled to exercise its expansion option for the Expansion Space if Landlord does not timely enter into a lease for the Expansion Space with the Third-Party Tenant (as defined below) in accordance with Section 44(c) below. (g) The termination of this paragraph are satisfied, then Lease shall also terminate Tenant's option pursuant to this Article 43 whether or not the same shall have been exercised. Nothing contained in this article shall prevent Landlord shall be obligated from exercising any right or action granted to follow the foregoing procedure for any subsequent Third Party Offer which it receivesor reserved by Landlord in this Lease to terminate this Lease. If Tenant exercises its Tenant's option to include the Refusal Space hereunder, effective on the delivery date specified in the Third Party Offer, the Refusal Space shall automatically be included in the Premises and subject to all of the terms and conditions of the Lease, except as set forth in this Article 43 may not be severed from this lease or separately sold, assigned or transferred and is only exercisable by US Servis, Inc. or a Successor Corporation. (h) Tenant shall have no right to exercise the Third Party Offer and as follows: a. Tenant’s Proportionate Share shall be recalculated, using expansion option pursuant to this Article 43 if: (i) the total named Tenant or any Successor Corporation is not in occupancy of at least 75% of the rental square footage of the Premises, Premises as increased by of the Refusal Space. b. Except as set forth in the Third Party Offer, the Refusal Space shall be leased on an “as is” basis and Landlord shall have no obligation to improve the Refusal Space or grant Tenant any improvement allowance thereon. c. If the lease term for the Refusal Space set forth in the Third Party Offer is less than the remaining Term for the Premises, then, at Tenant’s option, the lease term for the Refusal Space shall be automatically extended to be coterminous with the Term for the Premises, in which case the Annual Rent for the Refusal Space for such extended period of time shall be the greater of (i) the per rentable square foot Annual Rent set forth in the Third Party OfferInclusion Date, or (ii) the per rentable square foot Annual Rent for the Premises for such period. If the lease term for the Refusal Space set forth in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises there shall be automatically extended to be coterminous with an Event of Default by Tenant at the lease term for the Refusal Space, in which event the Annual Rent for the Premises for the additional period time of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and Tenant. In the event that Landlord and Tenant are unable to agree to the fair market rental for the Premises for such period within thirty (30) days following Tenant’s acceptance exercise of the Third Party Offer, then Landlord and Tenant shall each appoint a qualified MAI appraiser doing business in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental for the Premises its option or as of the original Termination Date for the Premises for the remainder of the Term for the Premises. Landlord and Tenant shall equally share in the expense of such appraisals. The extension of the Term for the Premises pursuant to this Section 41 shall not limit Tenant’s right to extend the Term pursuant to Section 40 of this LeaseInclusion Date. d. Landlord and Tenant shall, prior to the beginning of the lease term for the Refusal Space, execute a written memorandum confirming the terms of the inclusion of the Refusal Space; provided, that, the execution of such memorandum shall not be a condition to the effectiveness of Tenant’s exercise of the option contained herein.

Expansion Rights. So long as (a) Tenant shall have a right of First Offer for any contiguous space in the Building (herein, the “Offer Space”) on the terms and conditions hereinafter set forth, when and if such space becomes “available for leasing.” (b) Offer Space shall be deemed “available for leasing” after the latest to occur of (i) the expiration or earlier termination of the existing lease or leases for such space, including any renewals or extensions thereof, and (ii) if such space is subject to an expansion option in an existing lease, upon the expiration of such option or the earlier expiration of such lease. Notwithstanding the foregoing, Offer Space not then subject to an existing lease or expansion option shall be deemed “available for leasing.” (c) Prior to offering the Offer Space to the public for lease, Landlord shall give Tenant written notice (an “Offer Notice”) of the date of commencement of the term of the demise (the “Offer Space Commencement Date”) and the rental rate and other economic terms applicable to such Offer Space. The Offer Space Commencement Date shall no less than thirty (30) days and no more than sixty (60) days after the date such notice is given by Landlord. (d) Txxxxx's right to lease the Offer Space from Landlord shall be exercisable by written notice from Tenant to Landlord of Tenant's election to exercise said right given not later than ten business (10) days after Lxxxxxxx’s notice is given, time being of the essence. Tenant may not elect to lease less than the entire area of Offer Space described in default beyond any applicable Landlord's notice and cure period under Tenant may not exercise said right if there is less than three (3) years left on the terms, covenants and conditions Term of this LeaseLease (unless concurrently with Tenant’s exercise of its option, then Tenant elects to extend the Term of this Lease pursuant to an outstanding renewal option). If Tenant does not timely exercise its option to lease the entire Offer Space, Tenant's right to lease the Offer Space shall thereupon expire and Landlord shall have the right for a period of one-hundred (180) days to lease all (but not just the Offer Space to a portion) of that certain space located third party on the second (2nd) floor terms specified in the Offer Notice, subject to non-material changes in the essential terms and conditions of the Building that Offer Notice, provided there is contiguous no reduction to the portion net effective rental rate offered to the third party. If Landlord desires to lease the Offer Space on terms more favorable to the tenant than those described in the Offer Notice or if Landlord does not lease the Offer Space within such 180 day period, then such space shall again be deemed “available for leasing” and shall be offered to Tenant pursuant to the terms of this Article 36. If Landlord does enter into a lease for the Offer Space with a third party and such space later becomes “available for leasing” as described above, such space shall again be offered to Tenant pursuant to the terms of this Article 36. Except for an assignment to a Permitted Transferee, the Refusal Right is personal to Tenant and may not be assigned by Txxxxx in connection with an assignment of this Lease or otherwise. The Refusal Right may not be exercised by anyone other than Tenant or a Permitted Transferee. Any attempted assignment of the original Premises that is located on Refusal Right to other an a Permitted Transferee shall be of no effect and the second (2nd) floor of the Building Refusal Right shall become forever null and void as of the Commencement Date (shown on Exhibit E hereto in its entirety as the “Refusal Space”) at such time as Landlord receives an offer from a third parry to lease the Refusal Space which Landlord is prepared to accept (the “Third Party Offer”). In such a case, Landlord shall give written notice to Tenant date of the Third Parry Offer, in all purported assignment. (e) If Tenant has validly exercised its particulars and Tenant shall have a period of twenty (20) days thereafter in which to exercise Tenant’s right to lease the Refusal Offer Space, failing which Landlord may lease the Refusal Space to such third party on the basis then, effective as of the Third Party Offer. In the event that Offer Space Commencement Date, such third party does not lease the Refusal Offer Space pursuant shall be delivered to the Third Party Offer, and so long as the conditions set forth Tenant in the first sentence of this paragraph are satisfied, then Landlord shall be obligated to follow the foregoing procedure for any subsequent Third Party Offer which it receives. If Tenant exercises its option to include the Refusal Space hereunder, effective on the delivery date specified condition described in the Third Party Offer, the Refusal Space shall automatically be Offer Notice and included in the Premises and Premises, subject to all of the terms terms, conditions and conditions provisions of the this Lease, except as follows: (i) The rentable area of the Premises shall be increased by the rentable area of the Offer Space, and Tenant's proportionate share shall be increased in a corresponding manner; (ii) The term of the demise covering such Offer Space shall commence on the Offer Space Commencement Date and shall expire on the Expiration Date, subject to any renewal options held by Tenant under this Lease; (iii) The monthly installment of rent for such Offer Space shall be at the Fair Market Rental Value at the time of the Offer Notice, which shall be determined as set forth below; and (iv) Such other terms shall be included as are reasonably required to conform to the terms of the Offer Notice. (f) If Tenant has validly exercised its right to lease the Offer Space, at the request of either party hereto, Landlord and Tenant shall enter into a written amendment to this Lease confirming the terms, conditions and provisions applicable to such Offer Space as determined in accordance herewith. (g) The Fair Market Rental Value as contemplated by this Section shall be determined as follows: Landlord shall notify Tenant of Landlord’s opinion of the Fair Market Rental Value in the Offer Notice. If Tenant disputes Landlord’s opinion, Tenant shall, within ten (10) business days after receipt of the Offer Notice, by written notice to Landlord, notify Landlord of Tenant’s opinion of the Fair Market Rental Value and that Tenant elects “baseball” arbitration on an expedited basis and in accordance with the then prevailing American Arbitration (“AAA”) Rules (“Tenant’s FMRV Notice”). AAA shall designate as arbitrator an appraiser familiar with commercial buildings and office tenants located in the Eden Prairie, Hennepin County, Minnesota area. The Landlord shall submit to the arbitrator its proposed amount of Fair Market Rental Value, which cannot exceed Landlord’s proposed Fair Market Rental Value set forth in the Third Party Offer and as follows: a. Notice; Tenant shall submit to the arbitrator its proposed amount of Fair Market Rental Value which cannot be less than Tenant’s Proportionate Share shall be recalculated, using the total square footage of the Premises, as increased by the Refusal Space. b. Except as proposed Fair Market Rental Value set forth in Tenant’s FMRV Notice; and the Third Party Offerarbitrator, after hearing testimony from the Refusal Space parties and their expert witnesses, shall be leased on an “as is” basis select either Landlord’s or Tenant’s proposed Fair Market Rental Value for the Offer Space. Each party shall pay the cost and Landlord expenses of its own expert witnesses and attorneys fees, and the parties shall share the cost of the arbitration equally. Tenant shall have no obligation further right or option to improve the Refusal Space or grant Tenant any improvement allowance thereon. c. If the lease term for the Refusal Space set forth in the Third Party Offer is less than the remaining Term for the Premises, then, at Tenant’s option, the lease term for the Refusal Space shall be automatically extended to be coterminous with the Term for the Premises, in which case the Annual Rent for the Refusal Space for such extended period of time shall be the greater of (i) the per rentable square foot Annual Rent set forth in the Third Party Offer, or (ii) the per rentable square foot Annual Rent for the Premises for such period. If the lease term for the Refusal Space set forth in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises shall be automatically extended to be coterminous with the lease term for the Refusal Space, in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and Tenant. In the event that Landlord and Tenant are unable to agree to the fair market rental for the Premises for such period within thirty (30) days following Tenant’s acceptance renew after expiration of the Third Party Offer, then Landlord and Tenant shall each appoint a qualified MAI appraiser doing business in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental for the Premises as of the original Termination Date for the Premises for the remainder of the Term for the Premises. Landlord and Tenant shall equally share in the expense of such appraisals. The extension of the Term for the Premises pursuant to this Section 41 shall not limit Tenant’s right to extend the Term pursuant to Section 40 of this LeaseRenewal Period. d. Landlord and Tenant shall, prior to the beginning of the lease term for the Refusal Space, execute a written memorandum confirming the terms of the inclusion of the Refusal Space; provided, that, the execution of such memorandum shall not be a condition to the effectiveness of Tenant’s exercise of the option contained herein.

Expansion Rights. So long as Tenant is not then in default beyond any applicable notice and cure period under the terms, covenants and conditions of this Lease, then A. Tenant shall have the continuing right to lease all (but not just a portion) of that certain space located on the second (2nd) floor or any portion of the space within the Building not initially leased by Tenant that is vertically or horizontally contiguous to the Premises, under the same terms, conditions and provisions of this Lease (except as such terms are modified by this Section), if Landlord receives Tenant’s written election to lease additional space prior to the date on which Landlord and one (1) or more tenants have executed a term sheet or a lease agreement relating to such space (the space is referred to as “Expansion Space” and the option is referred to as the “Expansion Option”). If Tenant exercises the Expansion Option later than twelve (12) months after the Commencement Date, Tenant shall have the option either (i) to receive a Tenant Improvement Allowance for the Expansion Space in an amount prorated based upon the remaining portion of the original Premises that is located on Initial Lease Term or (ii) to receive the second (2nd) floor full amount of the Building as Tenant Improvement Allowance (Forty Dollars and No Cents ($40.00) per RSF of Expansion Space), but the monthly amount of the Commencement Date Base Rent shall increase to reflect Landlord financing the amount by which the full Tenant Improvement Allowance exceeds the prorated amount of the Tenant Improvement Allowance that Tenant would be entitled to receive under clause (shown on Exhibit E hereto in its entirety i) (referred to as the “Refusal Space”) at such time as Landlord receives an offer from a third parry to lease the Refusal Space which Landlord is prepared to accept (the “Third Party OfferAmount Financed”). In such The Amount Financed shall bear interest at 8.5% per annum and be amortized on a casestraight line basis over the remainder of the Initial Lease Term, and the monthly Base Rent shall be increased by the monthly amount that is amortized. Notwithstanding the foregoing, Landlord shall give written notice to Tenant of the Third Parry Offer, in all its particulars and Tenant shall have a period of twenty (20) days thereafter in which to exercise Tenant’s right to lease the Refusal Space, failing which Landlord may lease the Refusal Space to such third party on the basis of the Third Party Offer. In the event that such third party does not lease the Refusal Space pursuant to the Third Party Offerno obligation, and so long as no requirement shall exist for Landlord, to hold or to reserve any additional space within the conditions set forth in Building or to hold any such space off the first sentence of this paragraph are satisfied, then market. Landlord shall be obligated free to follow lease all or any of such remaining office space within the foregoing procedure for Building to any subsequent Third Party Offer which it receives. party without any prior notice to Tenant. B. If Tenant exercises its option to include the Refusal Space hereunder, effective on the delivery date specified in the Third Party Offerlease Expansion Space, the Refusal parties shall execute an amendment to this Lease reflecting the addition of any Expansion Space shall automatically be included in to the Premises and subject to all Lease. Tenant’s lease of the terms and conditions of the Lease, except as set forth in the Third Party Offer and as follows: a. Tenant’s Proportionate Share shall be recalculated, using the total square footage of the Premises, as increased by the Refusal Space. b. Except as set forth in the Third Party Offer, the Refusal Expansion Space shall be leased on an co-terminous with Tenant’s lease of the original Premises (“as is” basis and Landlord shall have no obligation to improve the Refusal Space or grant Tenant any improvement allowance thereon. c. If the lease term Original Premises”). Base Rent for the Refusal Space set forth in the Third Party Offer is less than the remaining Term for the Premises, then, at Tenant’s option, the lease term for the Refusal Expansion Space shall be automatically extended to be coterminous with at the Term same rate per RSF as the rate for the PremisesOriginal Premises and the rate shall change on the same dates as the rate changes for the Original Premises (for example, in which case if the Annual Base Rent for the Refusal Original Premises was $21.93 per RSF on May 15, 2009, and the Expansion Space was delivered to Tenant substantially completed on May 15, 2009, Tenant would commence paying Base Rent for such extended period the Expansion Space at the rate of time shall be $21.93 per RSF commencing on May 15, 2009). C. Notwithstanding any provision to the greater of contrary herein, (i) the per rentable square foot Annual Rent set forth in the Third Party Offereach parcel of Expansion Space must contain at least 3,000 RSF, or (ii) the per rentable square foot Annual term for which Tenant will be paying Base Rent for the Premises for such period. If the lease term for the Refusal Space set forth in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises shall be automatically extended to be coterminous with the lease term for the Refusal Space, in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Expansion Space shall not be less than three (3) years, and (iii) no Default shall exist and be continuing under this Lease at the fair market rental for time that the Premises as agreed to by Landlord and TenantExpansion Option is exercised. In the event that Landlord and Tenant are unable to agree the amount of time remaining under the current term of the Lease would be less than three years at the time the Expansion Space is added to the fair market rental Lease, Tenant shall have the right in order to satisfy the requirement of a three (3) year lease term to extend the existing Lease Term for the entire Premises for such period within thirty (30) days following Tenant’s acceptance to a new expiration date that is three years after the date on which Tenant begins paying Base Rent on the Expansion Space. This extension shall not affect the existing renewal options of the Third Party Offer, then Landlord and Tenant shall each appoint a qualified MAI appraiser doing business in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental for the Premises as of the original Termination Date for the Premises for the remainder of the Term for the Premises. Landlord and During such stub period, the Base Rent shall continue at the same rate per RSF as being paid by Tenant shall equally share in the expense month preceding the commencement of such appraisals. The stub period, except that the annual 2% escalation shall continue to be applied at the commencement of each new Lease Year during the Initial Lease Term (and any escalation formula applicable during a renewal period shall continue to be applied if the extension occurs during a renewal period). D. In the event that Tenant elects that Landlord shall be responsible to coordinate the construction work and/or renovation work within the Expansion Space, then the Rent Commencement Date for such Expansion Space shall be the date on which Landlord has delivered possession of the Term Expansion Space to Tenant in substantially completed condition based on the plans and specifications of Tenant that were approved by Landlord. Notwithstanding the foregoing, if the Rent Commencement Date for the Premises pursuant Expansion Space is delayed due to this Section 41 Tenant Delay, then the Rent Commencement Date shall be accelerated to the date the Rent Commencement Date would have reasonably occurred had the Tenant Delay not limit Tenant’s right to extend the Term pursuant to Section 40 of this Leaseoccurred. d. Landlord and E. In the event that Tenant shall, prior elects to be responsible to coordinate the beginning of construction work and/or renovation work within the lease term for the Refusal Expansion Space, execute a written memorandum confirming then the terms Rent Commencement Date for such Expansion Space shall be the sooner to occur of a.) one hundred and fifty (150) days following the inclusion of delivery the Refusal Space; provided, that, Expansion Space by Landlord to Tenant in vacant condition or b.) that date on which Tenant commences to use the execution of such memorandum Expansion Space for business purposes which shall not be a condition deemed to include the effectiveness of work undertaken by Tenant and its contractors within the Expansion Space. Notwithstanding the foregoing, Tenant shall be responsible to use commercially reasonable efforts to prepare the Expansion Space for occupancy as soon as reasonably possible after it is delivered to Tenant’s exercise of the option contained herein.

Expansion Rights. So long as Tenant is not then in default beyond any applicable notice and cure period under the terms, covenants and conditions of this Lease, then Tenant shall have the right option (the "Expansion Option") to lease expand into all space (but not just a portionthe "Expansion Premises") of that certain space located on becomes available in the second (2nd) floor of the Building that is contiguous Building, subject to the portion rights of the original Premises that is located on the second (2nd) floor of the Building existing tenants as of the Commencement Date date of this Lease and the rights of any future tenants pursuant to the leases executed by such tenants at the time they occupy space in the Building, (shown on Exhibit E hereto excluding any space in the Building which was "Given Back" to Landlord pursuant to Tenant's exercise of its entirety as rights under Section 28.16, above), during the “Refusal Space”first one hundred twenty (120) at such time as months of the Lease Term. If Landlord receives an offer from a third parry to lease learns of the Refusal Space which Landlord is prepared to accept (the “Third Party Offer”). In such a caseunconditional availability of Expansion Premises, Landlord shall give deliver to Tenant written notice of such availability as soon as possible, but no less than three (3) months, nor more than six (6) months, prior to the date on which Landlord anticipates such Expansion Premises shall become available, if such Expansion Premises is less than or equal to fifteen thousand (15,000) rentable square feet, or, not less than six (6) months, nor more than twelve (12) months prior to the date on which Landlord anticipates such Expansion Premises shall become available, if such Expansion Premises is greater than fifteen thousand (15,000) rentable square feet. Notwithstanding the foregoing, if any Expansion Premises is Early Termination Space, Landlord shall notify Tenant of the Third Parry Offersuch Expansion Premises as soon as possible after Landlord becomes aware that such Early Termination Space may be available, but in all its particulars and Tenant shall have a period of twenty no event earlier than ninety (2090) days thereafter in which to exercise Tenant’s right to lease the Refusal Space, failing which Landlord may lease the Refusal Space to such third party on the basis of the Third Party Offer. In the event that such third party does not lease the Refusal Space pursuant and no less than thirty (30) days prior to the Third Party Offer, and so long as the conditions set forth date such Early Termination Space becoming unconditionally available for lease; provided that in the first sentence case of this paragraph are satisfiedEarly Termination Space that is being voluntarily returned to Landlord, then Landlord shall be obligated to follow give such notice when Landlord reasonably determines that such 41 42 space will become available but in no event less that thirty (30) days prior to the foregoing procedure for any subsequent Third Party Offer date on which it receivessuch space will become available. If Tenant exercises its option to include The notice from Landlord shall designate the Refusal Space hereunder, effective on the delivery date specified in the Third Party Offeravailable Expansion Premises, the Refusal Space shall automatically rentable area thereof, and the projected date on which the Expansion Premises will be included in delivered to Tenant by Landlord (the "Expansion Premises and subject to all of Commencement Date") but otherwise the terms and conditions for the Expansion Premises, including, without limitation, the Base Rent and Additional Charges, and parking allocation shall be the same as for the Initial Premises. Tenant shall have ten (10) business days from the date of receipt of such notice in which to deliver written notice to Landlord of its election to exercise the Expansion Option with respect to all of such Expansion Premises. During such ten (10) business day period, Landlord shall provide Tenant with a reasonable opportunity to walk through the proposed space to review its suitability for Tenant. Any such notice by Tenant shall be irrevocable. In no event shall Tenant be entitled to take less than all of such Expansion Premises. If Tenant elects to exercise the Expansion Option, the Expansion Premises shall be delivered in "as-is" condition, subject to the obligations of the Landlord under Section 6. The Expansion Premises Commencement Date shall be the date that Landlord tenders possession of the Expansion Premises to Tenant. Tenant shall have sixty (60) days (ninety (90) days in the event of Early Termination Space) following delivery of the Expansion Premises to Tenant to perform tenant improvements which shall be completed at its sole cost and expense and during such period no Base Rent or Additional Charges hereunder shall be due on the Expansion Premises. In the event there shall be less than thirty-six (36) months remaining in the first one hundred twenty (120) months of the Lease Term on the Expansion Premises Commencement Date, Tenant must exercise its Renewal Option pursuant to Section 28.19 as a condition precedent to the effectiveness of Tenant's exercise of the Expansion Option. Notwithstanding the foregoing, if an event of default exists under this Lease and all applicable grace periods have expired at the time Tenant exercises the Expansion Option or at the applicable Expansion Premises Commencement Date, Landlord shall have, in addition to all of Landlord's other rights and remedies under this Lease, except as set forth in the Third Party Offer right to cancel unilaterally Tenant's exercise of such Expansion Option. In addition, if Tenant exercises its rights to Give Back space pursuant to Section 28.16, (a) Landlord shall not be obligated to notify Tenant of any Expansion Premises and as follows: a. Tenant’s Proportionate Share shall be recalculated, using the total square footage of the Premises, as increased by the Refusal Space. b. Except as set forth in the Third Party Offer, the Refusal Space shall be leased on an “as is” basis and Landlord Tenant shall have no obligation expansion right with respect to improve any Expansion Premises until the Refusal Space or grant date twenty-four (24) months after the date on which Tenant any improvement allowance thereon. c. If last gave Landlord a Give Back Notice under Section 28.16, and (b) after the lease term for the Refusal Space set forth in the Third Party Offer is less than the remaining Term for the Premisesexpiration of such twenty-four (24) month period, then, at Tenant’s option, the lease term for the Refusal Space Landlord shall be automatically extended obligated to be coterminous with the Term for the Premises, in which case the Annual Rent for the Refusal Space for such extended period notify Tenant of time any Expansion Premises and Tenant shall be entitled to exercise its expansion right with respect to such Expansion Premises only if such Expansion Premises is equal to or greater than the greater of (i) the per ten thousand (10,000) rentable square foot Annual Rent set forth in feet more than the Third Party Offerspace terminated pursuant to such Give Back notice, or (ii) more than one hundred twenty five percent (125%) of the per rentable square foot Annual Rent for footage of the space terminated pursuant to such Give Back notice. The rights under this Section 28.18 shall be personal to PeopleSoft, Inc. and its Permitted Assignees. Upon the exercise of any Expansion Option the parties shall execute an amendment to this Lease to evidence the portion of the Premises for added by such period. If the lease term for the Refusal Space set forth in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises shall be automatically extended to be coterminous with the lease term for the Refusal Space, in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and Tenant. In the event that Landlord and Tenant are unable to agree to the fair market rental for the Premises for such period within thirty (30) days following Tenant’s acceptance of the Third Party Offer, then Landlord and Tenant shall each appoint a qualified MAI appraiser doing business in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental for the Premises as of the original Termination Date for the Premises for the remainder of the Term for the Premises. Landlord and Tenant shall equally share in the expense of such appraisals. The extension of the Term for the Premises pursuant to this Section 41 shall not limit Tenant’s right to extend the Term pursuant to Section 40 of this LeaseExpansion Option. d. Landlord and Tenant shall, prior to the beginning of the lease term for the Refusal Space, execute a written memorandum confirming the terms of the inclusion of the Refusal Space; provided, that, the execution of such memorandum shall not be a condition to the effectiveness of Tenant’s exercise of the option contained herein.

Expansion Rights. So long as (a) Landlord shall notify Tenant is not then in default beyond any applicable notice and cure period under (the terms, covenants and conditions of this Lease, then Tenant shall have the right to lease all (but not just a portion“Availability Notice”) of that certain the availability of any space located on the first (1st) or second (2nd) floor floors of the Building that is contiguous to the portion (each increment of the original Premises that is located on the second (2nd) floor of the Building as of the Commencement Date (shown on Exhibit E hereto in its entirety as the space, hereinafter an “Refusal Expansion Space”) at such time times as any such Expansion Space becomes available for leasing, except that Landlord receives may renew, extend or redocument the lease of the current occupant of each Expansion Space without providing an offer from a third parry Availability Notice to Tenant. Upon receipt of the Availability Notice, Tenant shall notify Landlord within fifteen (15) days of its decision whether or not to lease the Refusal Space which subject Expansion Space. If Tenant fails to notify Landlord is prepared to accept within such fifteen (the “Third Party Offer”). In such a case15)-day period, Landlord shall give written notice to Tenant of the Third Parry Offer, in all its particulars and Tenant shall have a period of twenty (20) days thereafter in which to exercise Tenant’s right to lease the Refusal Space, failing which Landlord may lease the Refusal Space to such third party on the basis of the Third Party Offer. In the event that such third party does not lease the Refusal Space pursuant first offer with respect to the Third Party Offer, and so long as the conditions set forth in the first sentence of subject Expansion Space under this paragraph are satisfied, then Landlord Section 44 shall be obligated to follow the foregoing procedure for any subsequent Third Party Offer which it receives. void and of no further force or effect. (b) If Tenant timely exercises its option to include lease the Refusal subject Expansion Space hereunderby written notice to Landlord (the “Election Notice”) in accordance with Section 44(a) above, effective the parties shall promptly enter into an amendment to the Lease prepared by Landlord (the “Expansion Amendment”) incorporating an exhibit showing the location of the subject Expansion Space and containing the following provisions: (i) setting forth the date Tenant will lease the Expansion Space (which date shall be on or about the date of anticipated availability); (ii) stating the Base Rent for the Expansion Space which shall be determined in accordance with the provisions of Section 44(c) below; (iii) confirming delivery of the Expansion Space to Tenant in its then “AS IS” condition with no requirement for any tenant improvements or funds therefor from Landlord; (iv) setting forth Tenant’s adjusted proportionate share of Operating Expenses; (v) increasing Tenant’s pro rata share of automobile parking spaces based on the delivery date specified in the Third Party Offer, the Refusal Space shall automatically be included in the Premises and subject to all of the terms and conditions of the Lease, except as set forth in the Third Party Offer and as follows: a. Tenant’s Proportionate Share shall be recalculated, using the total square footage of the Premises, Expansion Space; and (vi) making such other adjustments to the Lease as increased by are logically necessary to reflect the Refusal addition of the Expansion Space. b. Except as set forth in the Third Party Offer, the Refusal Space shall be leased on an “as is” basis and Landlord shall have no obligation to improve the Refusal Space or grant Tenant any improvement allowance thereon. c. If the lease term for the Refusal Space set forth in the Third Party Offer is less than the remaining . The Term for the Premises, then, at Tenant’s option, the lease term for the Refusal Expansion Space shall be automatically extended to be coterminous with the Term for the PremisesPremises and shall commence upon delivery. Subject to the foregoing, in which case all terms of this Lease shall apply to Tenant’s leasing of the Annual Expansion Space. (c) Base Rent for the Refusal any Expansion Space for such extended period of time shall be the greater of (i) the per rentable square foot Annual Rent set forth in the Third Party Offer, or (ii) the per rentable square foot Annual Rent for the Premises for such period. If the lease term for the Refusal Space set forth in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises shall be automatically extended to be coterminous with the lease term for the Refusal Space, in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and Tenant. In the event that Landlord and Tenant are unable to agree to the fair market rental for the Premises for such period within thirty (30) days following Tenant’s acceptance of the Third Party Offer, then Landlord and Tenant shall each appoint a qualified MAI appraiser doing business in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental for the Premises as of the original Termination Date for the Premises for the remainder of the Term for the Premises. Landlord and Tenant shall equally share in the expense of such appraisals. The extension of the Term for the Premises leased pursuant to this Section 41 44 shall not limit Tenant’s right be calculated using the following per square foot rental rates, to extend be applied based on the months in the Term pursuant during which such Expansion Space is leased: (d) Notwithstanding anything to Section 40 of this Lease. d. the contrary in Sections 44(b) and (c) above, Landlord and Tenant shallTenant, prior to the beginning by mutual agreement, may alter any of the lease term for the Refusal Space, execute a written memorandum confirming the terms of the inclusion Lease with respect to the Expansion Space, including (solely by way of illustration) the Base Rent rate(s), the timing for delivery of the Refusal Space; provided, that, and the execution provision of such memorandum shall not be a condition to the effectiveness of Tenant’s exercise of the option contained hereinan allowance for tenant improvements.

Expansion Rights. So long as (1) At any time prior to October 31, 1998, and provided that (i) there shall be no default or event of default hereunder by Tenant, and (ii) Tenant is not then in default beyond any applicable shall provide written notice and cure period under to Landlord of its desire to lease the termsFirst Expansion Space on or prior to October 31, covenants and conditions of this Lease1998 (the "First Notice"), then Tenant shall have the right option to lease all not less than 20,000 rentable square feet in the Building and no more than the remainder of the Building (but not just a portion) of that certain the "First Expansion Space"). In leasing the First Expansion Space, Tenant shall first lease the space located on the second (2nd) floor of in the Building that is directly adjacent to and contiguous with the Premises, and shall then lease space in the Building on the floor adjacent to the portion of Premises proceeding downward in the original Premises that is located Building to the first floor, leasing all space available on each floor before proceeding to the second (2nd) next floor down. Should Tenant lease less than a full floor of the Building, the space leased by Tenant shall be configured in a manner and shall include an amount of square footage that would allow Landlord to lease the remainder of the applicable floor in the Building to other tenant(s), as of reasonably approved by Landlord. Base rent, Additional Rent, and operating expenses shall be due and payable for the First Expansion Space as provided herein, and payment by Tenant shall commence upon the Commencement Date (shown on Exhibit E hereto in its entirety as the “Refusal Space”) at such time as Landlord receives an offer from a third parry to lease the Refusal Space which Landlord is prepared to accept (the “Third Party Offer”)provided herein. In such a case, Landlord shall give written notice to Tenant of the Third Parry Offer, in all its particulars and Tenant shall have a period of twenty (20) days thereafter be provided an upfit allowance in which an amount not to exercise Tenant’s right to lease the Refusal Space, failing which Landlord may lease the Refusal Space to such third party on the basis of the Third Party Offer. In the event that such third party does not lease the Refusal Space pursuant to the Third Party Offer, and so long as the conditions set forth in the first sentence of this paragraph are satisfied, then Landlord shall be obligated to follow the foregoing procedure for any subsequent Third Party Offer which it receives. If Tenant exercises its option to include the Refusal Space hereunder, effective on the delivery date specified in the Third Party Offer, the Refusal Space shall automatically be included in the Premises and subject to all of the terms and conditions of the Lease, except as set forth in the Third Party Offer and as follows: a. Tenant’s Proportionate Share shall be recalculated, using the total square footage of the Premises, as increased by the Refusal Space. b. Except as set forth in the Third Party Offer, the Refusal Space shall be leased on an “as is” basis and Landlord shall have no obligation to improve the Refusal Space or grant Tenant any improvement allowance thereon. c. If the lease term for the Refusal Space set forth in the Third Party Offer is less than the remaining Term for the Premises, then, at Tenant’s option, the lease term for the Refusal Space shall be automatically extended to be coterminous with the Term for the Premises, in which case the Annual Rent for the Refusal Space for such extended period of time shall be the greater of (i) the exceed $20.00 per rentable square foot Annual Rent set forth of the First Expansion Space. Tenant must execute an amendment to this Lease within fifteen days of the receipt by Landlord of the First Notice evidencing the provisions of this subparagraph, and in form and substance approved by Landlord. Failure of Tenant to comply strictly with the Third Party Offerprovisions of this subparagraph shall render the rights of Tenant hereunder null and void. (2) At any time prior to October 31, 1998, and provided that (i) there shall be no default or event of default hereunder by Tenant, (ii) the per rentable square foot Annual Rent Tenant has exercised its rights under subparagraph (1) above for the Premises for such period. If the lease term for the Refusal First Expansion Space set forth in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises shall be automatically extended to be coterminous with the lease term for the Refusal Space, in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and Tenant. In the event that Landlord and Tenant are unable to agree to the fair market rental for the Premises for such period within thirty (30) days following Tenant’s acceptance of the Third Party Offer, then Landlord and Tenant shall each appoint a qualified MAI appraiser doing business in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental for the Premises as of the original Termination Date for the Premises for the remainder of the Term for the Premises. Landlord and Tenant shall equally share in the expense of such appraisals. The extension of the Term for the Premises pursuant to this Section 41 shall not limit Tenant’s right to extend the Term pursuant to Section 40 of this Lease. d. Landlord and Tenant shall, prior to the beginning of the lease term for the Refusal Space, execute a written memorandum confirming the terms of the inclusion of the Refusal Space; provided, that, the execution of such memorandum shall not be a condition to the effectiveness of Tenant’s exercise of the option contained herein.by

Expansion Rights. So long as Provided Tenant is not then in default under this Lease beyond the expiration of any applicable grace, notice and or cure period under the termsperiod, covenants and conditions of this Lease, then Tenant shall have be entitled, by written notice to Landlord given at any time prior to the right expiration of twelve (12) months after the Commencement Date, to notify Landlord that Tenant desires to lease all (but not just a portion) of that certain additional space located on the second (2nd) floor of in the Building that is contiguous (up to the portion a total additional rentable square footage, including all space previously leased by Tenant pursuant to this paragraph 1, of the original Premises that is located on the second (2nd) floor of the Building as of the Commencement Date (shown on Exhibit E hereto in its entirety as the “Refusal Space”) at such time as Landlord receives an offer from a third parry to lease the Refusal Space which Landlord is prepared to accept not more than 13,125 rentable square feet (the “Third Party OfferRSF Limit”). In such a case), whereupon Landlord shall give written notice to notify Tenant in writing of the Third Parry Offerthen-available areas in the Building, in all its particulars and Tenant shall have a period if any, consisting of twenty (20single contiguous unit(s) days thereafter in which to exercise that will accommodate Tenant’s right to lease the Refusal Space, failing which Landlord may lease the Refusal Space to such third party on the basis of the Third Party Offer. In the event that such third party does not lease the Refusal Space pursuant to the Third Party Offer, and so long as the conditions set forth in the first sentence of this paragraph are satisfied, then Landlord shall be obligated to follow the foregoing procedure for any subsequent Third Party Offer which it receives. If Tenant exercises its option to include the Refusal Space hereunder, effective on the delivery date specified in the Third Party Offer, the Refusal Space shall automatically be included in the Premises and subject to all of the terms and conditions of the Lease, except expansion requirements as set forth in the Third Party Offer and as follows: a. Tenant’s Proportionate Share notice (“Landlord’s Availability Notice”). Within five (5) Business Days after receipt of Landlord’s Availability Notice, Tenant shall be recalculated, using the total square footage notify Landlord in writing (an “Option Notice”) of the Premisesarea, as increased by the Refusal Space. b. Except as if any, set forth in Landlord’s Availability Notice (but not exceeding the Third Party Offer, the Refusal Space shall be leased on RSF Limit) that Tenant has elected to Lease pursuant to this paragraph 1 (an “as is” basis Option Area”). If Tenant timely an properly delivers to Landlord an Option Notice, Landlord and Landlord Tenant shall have no obligation enter into an amendment to improve the Refusal Space or grant Tenant any improvement allowance thereon. c. If the lease term for the Refusal Space set forth in the Third Party Offer is less than the remaining Term for the Premises, then, at Tenant’s option, the lease term for the Refusal Space shall be automatically extended this Lease pursuant to be coterminous with the Term for the Premises, in which case the Annual Rent for the Refusal Space for such extended period of time shall be the greater of (i) the per rentable square foot Annual Rent set forth in the Third Party Offer, or (ii) the per rentable square foot Annual Rent for the Premises for such period. If the lease term for the Refusal Space set forth in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises Option Area shall be automatically extended added to be coterminous with the lease term for the Refusal Space, in which event the Annual Rent for the Premises for the additional period and become a part of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and Tenant. In the event that Landlord and Tenant are unable to agree to the fair market rental for the Premises for such period within thirty (30) days following Tenant’s acceptance of the Third Party Offer, then Landlord and Tenant shall each appoint a qualified MAI appraiser doing business in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental for the Premises as of the original Termination Date for the Premises for the remainder of the Term Term, (ii) the Base Rent per rentable square foot for the Option Area shall be at the same rates applicable to the balance of the Premises, as and when adjusted from time to time during the Term (including not being required to pay Base Rent for the first twenty-two (22) months of the Term applicable to the Option Area as set forth in the Basic Lease Information), (iii) the Option Area shall be delivered to Tenant vacant and broom clean and free of outstanding violations of Laws applicable thereto, and otherwise in it then “AS IS” condition, and the provisions of Exhibit D of this Lease shall be applicable thereto (except the amount of the Tenant Allowance with respect to the option period shall equal the product of (A) the number of rentable square feet in the Option Area, times (B) $40.00. Landlord and Tenant shall equally share in the expense of such appraisals. The extension of the Term for the Premises pursuant enter into an amendment to this Section 41 shall not limit Tenant’s right to extend the Term pursuant to Section 40 of this Lease. d. Lease memorializing such terms in a form prepared by Landlord and Tenant shall, prior reasonably acceptable to the beginning of the lease term for the Refusal Space, execute a written memorandum confirming the terms of the inclusion of the Refusal Space; provided, that, the execution of such memorandum shall not be a condition to the effectiveness of Tenant’s exercise of the option contained herein.

Expansion Rights. So long (a) Landlord hereby grants Tenant an ongoing right of first offer to lease all office space available, or which becomes available, in the Building (the "Expansion Space"), from time to time, during the term of the lease for the Additional Premises and any renewal terms, subject only to the prior written and contractually bound superior rights of existing tenants within the Building which have been granted such expansion rights as of the date of this Fourth Amendment. On each such occasion of any Expansion Space becoming available, Landlord shall give Tenant is written notice ("Landlord's Notice") of such availability before entering into any agreements with any third party tenants or prospective tenants, which Landlord's Notice shall set forth the then prevailing fair market net rental value of the Expansion Space ("Market Rate"), which Market Rate shall include adjustments being made for all then applicable market concessions and transaction expenses normally incurred by Landlord or Tenant for comparable office space which are not then incurred by Landlord or Tenant in default beyond any applicable notice and cure period connection with Tenant's existing expansion options under the termsAmended Lease. There shall be no minimum rental floor or maximum rental ceiling in calculating Market Rate. For purposes of this paragraph the term "Market Rate" shall mean only the prevailing rent for those buildings of comparable age, covenants size, location and quality within Loudoun Tech Center. In order for Tenant to exercise such expansion option, Tenant must give Landlord affirmative written notice within ten (10) business days after Tenant's receipt of Landlord's Notice that it has elected to lease the Expansion Space as Market Rate and under the terms and conditions set forth in Landlord's Notice. If Tenant so elects to lease the Expansion Space, the parties shall enter into an appropriate amendment to the Amended Lease. If Tenant does not give Landlord affirmative written notice of this LeaseTenant's election to lease the Expansion Space within such ten (10) business day period, then Landlord shall be free to lease the Expansion Space to a third party at such rental and under such terms and conditions as Landlord and the third party may agree, provided however, that Tenant's rights hereunder in relation to such Expansion Space shall become activated again at such time, if ever, that such Expansion Space becomes available for lease again subject to all the other terms and conditions herein. Notwithstanding any of the foregoing provisions, in no event shall Landlord's Notice provide for the leasing of the Expansion Space for a lease term extending beyond the term of the lease of the Additional Premises, nor shall Tenant shall have the right to lease all (but not just a portion) of that certain space located on the second (2nd) floor of the Building that is contiguous to the portion of the original Premises that is located on the second (2nd) floor of the Building as of the Commencement Date (shown on Exhibit E hereto in its entirety as the “Refusal Space”) at such time as Landlord receives an offer from a third parry to lease the Refusal Expansion Space which Landlord is prepared to accept (the “Third Party Offer”). In such a case, Landlord shall give written notice to Tenant of the Third Parry Offer, in all its particulars and Tenant shall have for a period of twenty (20) days thereafter in which to exercise Tenant’s right to lease the Refusal Space, failing which Landlord may lease the Refusal Space to such third party on the basis of the Third Party Offer. In the event that such third party does not lease the Refusal Space pursuant to the Third Party Offer, and so long as the conditions set forth in the first sentence of this paragraph are satisfied, then Landlord shall be obligated to follow the foregoing procedure for any subsequent Third Party Offer which it receives. If Tenant exercises its option to include the Refusal Space hereunder, effective on the delivery date specified in the Third Party Offer, the Refusal Space shall automatically be included in the Premises and subject to all of the terms and conditions of the Lease, except as set forth in the Third Party Offer and as follows: a. Tenant’s Proportionate Share shall be recalculated, using the total square footage of the Premises, as increased by the Refusal Space. b. Except as set forth in the Third Party Offer, the Refusal Space shall be leased on an “as is” basis and Landlord shall have no obligation to improve the Refusal Space or grant Tenant any improvement allowance thereon. c. If the lease term for the Refusal Space set forth in the Third Party Offer is less than the remaining Term for the Premises, then, at Tenant’s option, the lease term for the Refusal Space shall be automatically extended to be coterminous with the Term for the Premises, in which case the Annual Rent for the Refusal Space for such extended period of time shall be the greater of three (i3) the per rentable square foot Annual Rent set forth in the Third Party Offer, or (ii) the per rentable square foot Annual Rent for the Premises for such period. If the lease term for the Refusal Space set forth in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises shall be automatically extended to be coterminous with the lease term for the Refusal Space, in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and Tenant. In the event that Landlord and Tenant are unable to agree to the fair market rental for the Premises for such period within thirty (30) days following Tenant’s acceptance of the Third Party Offer, then Landlord and Tenant shall each appoint a qualified MAI appraiser doing business in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental for the Premises as of the original Termination Date for the Premises for the remainder of the Term for the Premises. Landlord and Tenant shall equally share in the expense of such appraisals. The extension of the Term for the Premises pursuant to this Section 41 shall not limit Tenant’s right to extend the Term pursuant to Section 40 of this Leaseyears. d. Landlord and Tenant shall, prior to the beginning of the lease term for the Refusal Space, execute a written memorandum confirming the terms of the inclusion of the Refusal Space; provided, that, the execution of such memorandum shall not be a condition to the effectiveness of Tenant’s exercise of the option contained herein.

Expansion Rights. So long (a) Subject to the terms of this paragraph and any renewal, expansion or other leasing rights of other tenants in the Building existing as Tenant is not then in default beyond any applicable notice and cure period under of the terms, covenants and conditions date of this Lease, then Tenant shall have the Landlord's right to lease all (but not just a portion) of that certain space located on renew or extend the second (2nd) floor term of the Building that is contiguous to current tenants lease(s), and any rights of future tenants in the portion of the original Premises that is located on the second Offer Space (2nd) floor of the Building as of the Commencement Date (shown on Exhibit E hereto in its entirety as the “Refusal Space”) at such time as Landlord receives an offer from a third parry to lease the Refusal Space which Landlord is prepared to accept (the “Third Party Offer”hereinafter defined). In such a case, Landlord shall give written notice to Tenant of the Third Parry Offer, in all its particulars and Tenant shall have a period right of twenty first offer (20the "Right of First Offer") days thereafter on other space in which the Building (the "Offer Space"), if the same becomes available for leasing prior to exercise Tenant’s right the expiration of the Term. Landlord shall not have any obligation to take action to regain possession of the Offer Space or any portion thereof for the purpose of offering the same to Tenant until the expiration or termination of all other tenants' rights thereto (including renewal rights), and then only if Landlord elects not to renew or extend the term of the current tenants lease(s). The parties acknowledge that the remainder of the Building is vacant and being marketed to third parties as of the execution of this Lease. The parties agree that Tenant does not want to lease the Refusal Spaceremainder of the Building at this time. Accordingly, failing which Landlord may lease the Refusal Space remainder of the Building to any other person or entity on whatever terms Landlord and such third party on the basis may agree upon without any obligation to offer such space to Tenant. If all or a portion of the Third Party Offer. In remainder of the event that such Building shall again become vacant after being leased to a third party does not lease during the Refusal Space pursuant to the Third Party Offer, and so long as the conditions set forth in the first sentence of this paragraph are satisfiedTerm, then Landlord shall be obligated to follow comply with the foregoing procedure requirements of this Section 2.08. (b) Landlord will notify Tenant if such Offer Space becomes available for any subsequent Third Party Offer which it receives. If Tenant exercises its option to include leasing during the Refusal Space hereunder, effective on the delivery date specified in the Third Party Offer, the Refusal Space shall automatically be included in the Premises Term and subject to all of the terms and conditions of the Lease, except as set forth in the Third Party on which said Offer and as follows: a. Tenant’s Proportionate Share shall be recalculated, using the total square footage of the Premises, as increased by the Refusal Space. b. Except as set forth in the Third Party Offer, the Refusal Space shall may be leased on an “as is” basis and Landlord shall have no obligation to improve the Refusal Space or grant by Tenant any improvement allowance thereon. c. If the lease term for the Refusal Space set forth in the Third Party ("Offer is less than the remaining Term for the PremisesNotice"), then, at Tenant’s option, the lease term for the Refusal Space shall which terms will be automatically extended to be coterminous with the Term for the Premises, in which case the Annual Rent for the Refusal Space for such extended period of time shall be the greater of consistent with: (i) the per rentable square foot Annual Rent set forth in terms upon which Tenant is leasing the Third Party OfferPremises if the Offer Space becomes available during the first eighteen (18) months of the Term, it being agreed that the Improvement Allowance and any other concessions shall be prorated to reflect the shortened length of the term for such Offer Space; or (ii) the per rentable square foot Annual Rent for the Premises for such period. If the lease term for the Refusal Space set forth terms upon which similar space is being leased by Landlord in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises shall be automatically extended to be coterminous Project and consistent with the lease term for terms at which similar space in comparable buildings is being leased by other landlords in the Refusal SpaceSterling, in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and TenantVirginia area. In the event that Landlord and Tenant are unable to agree to the fair market rental for the Premises for such period within will have thirty (30) days following delivery of such Offer Notice during which to notify Landlord in writing of Tenant’s acceptance 's intent to lease all and not a portion of the Third Party Offer, then Landlord and Offer Space described in Landlord's Offer Notice or to reject leasing the same. Tenant's failure to timely exercise its Right of First Offer within said thirty (30) day period shall be deemed an absolute waiver by Tenant shall each appoint a qualified MAI appraiser doing business in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental for the Premises as of the original Termination Date for the Premises for the remainder of the Term for the Premises. Landlord and Tenant shall equally share in the expense of such appraisals. The extension of the Term for the Premises pursuant to this Section 41 shall not limit Tenant’s its right to extend the Term pursuant to Section 40 lease said Offer Space specified in Landlord's Offer Notice and this paragraph shall thereafter be of this Lease. d. Landlord no further force and Tenant shall, prior to the beginning of the lease term for the Refusal Space, execute a written memorandum confirming the terms of the inclusion of the Refusal Space; provided, that, the execution of such memorandum shall not be a condition to the effectiveness of effect. Upon Tenant’s exercise of the option contained herein.'s rejection (or deemed

Expansion Rights. So long as (a) Tenant is hereby granted the ongoing right of first offer to lease space in Building X or in Building IX (the "Expansion Space") throughout the Lease term and any renewal thereof, provided that such Expansion Space within Building X shall have first been leased by another tenant, and Expansion Space within Building IX which is (i) not currently leased as of the date hereof shall have first been relet to another tenant, and/or (ii) currently leased as of the date hereof and thereafter becomes available for lease to other tenants from time to time, subject to the following terms and conditions: Landlord shall give Tenant written notice ("Landlord's Notice") that such Expansion Space has become available for lease by Tenant prior to any agreement with a third party to lease such Expansion Space. Tenant shall have 10 business days after receipt of Landlord's Notice to notify Landlord of its election to lease such Expansion Space at 100% of Fair Market Rental Value (as hereinabove defined and determined in accordance with Section 11 hereof), inclusive of a new Operating Costs base year. In determining Fair Market Rental Value adjustments shall be made for all then applicable market conditions and transaction expenses normally incurred by landlords for comparable office space which are not incurred by Landlord in default beyond any applicable connection with the Expansion Space, and there shall be no minimum base rental floor or maximum base rental ceiling in calculating the Fair Market Rental Value of the Expansion Space. If Tenant gives Landlord timely notice and cure period under of its election to lease the termsExpansion Space, covenants the parties shall promptly enter into another amendment to the Lease setting forth all pertinent terms and conditions of the lease of the Expansion Space, which shall be the same as the terms of the Lease for the Additional Premises as set forth in this LeaseAgreement, then except for the Base Rental Rate as hereinabove determined, the Lease Commencement Date, Tenant's Proportionate Share and the like. If Tenant does not notify Landlord of Tenant's election to lease the Expansion Space within ten business days following receipt of Landlord's Notice, Landlord shall have the right and option to lease the Expansion Space to any third party or parties at such rentals and under such terms and conditions as Landlord and the third party or parties may agree. (b) Notwithstanding any provisions of paragraph (a) herein, Tenant's right to lease Expansion Space in Building IX shall be subject and subordinate to any rights granted any existing tenant of Building IX of the right to lease other space within Building IX. Further, notwithstanding any of the provisions of paragraph (a) hereof, Tenant shall not have the right to lease any Expansion Space unless the term of the Lease for the Additional Premises (including any renewal term already elected by Tenant) has at least three years remaining as of the date the lease of the Expansion Space will commence. (c) Notwithstanding the foregoing, Tenant shall have the right to lease all (but not just a portion) of that certain any additional office space located on the second (2nd) floor of the now vacant and unleased in Building that is contiguous IX or Building X at any time up to the portion of the original Premises that is located on the second (2nd) floor of the Building as of the Commencement Date (shown on Exhibit E hereto in its entirety as the “Refusal Space”) at such time date as Landlord receives an offer from has executed a third parry to term sheet, letter of intent or the equivalent or a binding lease the Refusal Space which Landlord is prepared to accept (the “Third Party Offer”)agreement with any other tenant. In The terms and conditions of such a case, Landlord shall give written notice to Tenant of the Third Parry Offer, in all its particulars and Tenant shall have a period of twenty (20) days thereafter in which to exercise Tenant’s right to lease the Refusal Space, failing which Landlord may lease the Refusal Space to such third party on the basis of the Third Party Offer. In the event that such third party does not lease the Refusal Space pursuant to the Third Party Offer, and so long as the conditions set forth in the first sentence of this paragraph are satisfied, then Landlord leasing shall be obligated to follow the foregoing procedure for any subsequent Third Party Offer which it receives. If Tenant exercises its option to include the Refusal Space hereunder, effective on the delivery date specified in the Third Party Offer, the Refusal Space shall automatically be included in the Premises and subject to all of same as the terms and conditions set forth herein for the lease by Tenant of the Lease, except as set forth in the Third Party Offer and as follows: a. Tenant’s Proportionate Share shall be recalculated, using the total square footage of the Additional Premises, as increased by the Refusal Space. b. Except as set forth in the Third Party Offer, the Refusal Space shall be leased on an “as is” basis and Landlord shall have no obligation to improve the Refusal Space or grant Tenant any improvement allowance thereon. c. If the lease term for the Refusal Space set forth in the Third Party Offer is less than the remaining Term for the Premises, then, at Tenant’s option, the lease term for the Refusal Space shall be automatically extended to be coterminous with the Term for the Premises, in which case the Annual Rent for the Refusal Space for such extended period of time shall be the greater of (i) the per rentable square foot Annual Rent set forth in the Third Party Offer, or (ii) the per rentable square foot Annual Rent for the Premises for such period. If the lease term for the Refusal Space set forth in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises shall be automatically extended to be coterminous with the lease term for the Refusal Space, in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and Tenant. In the event that Landlord and Tenant are unable to agree to the fair market rental for the Premises for such period within thirty (30) days following Tenant’s acceptance of the Third Party Offer, then Landlord and Tenant shall each appoint a qualified MAI appraiser doing business in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental for the Premises as of the original Termination Date for the Premises for the remainder of the Term for the Premises. Landlord and Tenant shall equally share in the expense of such appraisals. The extension of the Term for the Premises pursuant to this Section 41 shall not limit Tenant’s right to extend the Term pursuant to Section 40 of this Lease. d. Landlord and Tenant shall, prior to the beginning of the lease term for the Refusal Space, execute a written memorandum confirming the terms of the inclusion of the Refusal Space; provided, that, the execution of such memorandum shall not be a condition to the effectiveness of Tenant’s exercise of the option contained herein.

Expansion Rights. So long as Tenant is not then in default beyond any applicable notice and cure period under (a) Subject to the terms, covenants terms and conditions of this LeaseArticle 23, provided that the Expansion Conditions (as hereinafter defined) have been satisfied, Tenant shall have the option to lease between approximately 8,000 and 12,000 square feet of rentable area (the “2007 Expansion Space”) in the Property, the specific size, location, configuration and commencement date with respect to such 2007 Expansion Space to be determined and designated by Landlord in its discretion. (b) Tenant may exercise its option to lease the 2007 Expansion Space by giving written notice (a “2007 Expansion Exercise Notice”) to Landlord on or before September 30, 2005. If Tenant timely and properly delivers a 2007 Expansion Exercise Notice to Landlord, then the 2007 Expansion Space shall be leased to Tenant, upon and subject to the terms and conditions set forth herein. If Tenant fails timely and properly to give such 2007 Expansion Exercise Notice, or if the Expansion Conditions have not been fully and completely satisfied, then Tenant shall have the no further right to lease all the 2007 Expansion Space and shall have no further rights, claims or interests thereto. (but not just a portionc) Within thirty (30) Business Days after receipt of that certain space located on the second (2nd) floor of the Building that is contiguous to the portion of the original Premises that is located on the second (2nd) floor of the Building as of the Commencement Date (shown on Exhibit E hereto in its entirety as the “Refusal Space”) at such time as Landlord receives an offer from a third parry to lease the Refusal Space which Landlord is prepared to accept (the “Third Party Offer”). In such a caseTenant’s 2007 Expansion Exercise Notice, Landlord shall give written Tenant notice to Tenant of the Third Parry Offerspecific location, in all its particulars size and Tenant shall have a period of twenty (20) days thereafter in which to exercise Tenant’s right to lease the Refusal Space, failing which Landlord may lease the Refusal Space to such third party on the basis configuration of the Third Party Offer2007 Expansion Space and Landlord’s estimate of the commencement date (the “Estimated 2007 Expansion Date”) therefor, which Estimated 2007 Expansion Date shall be between January 1, 2007 and December 31, 2007. In the event that such third party does not lease the Refusal Space pursuant The commencement date with respect to the Third Party Offer, and so long as the conditions set forth in the first sentence of this paragraph are satisfied, then Landlord 2007 Expansion Space shall be obligated the later to follow occur of (a) the foregoing procedure for any subsequent Third Party Offer which it receives. If Tenant exercises its option to include the Refusal Space hereunder, effective on the delivery date specified in the Third Party Offer, the Refusal Space shall automatically be included in the Premises and subject to that all of the tenants and occupants of the 2007 Expansion Space vacate the 2007 Expansion Space; or (b) the Estimated 2007 Expansion Date designated by Landlord. 23.2 (a) Subject to the terms and conditions of this Article 23, provided that the LeaseExpansion Conditions have been satisfied, except as set forth Tenant shall have the option to lease between approximately 8,000 and 12,000 square feet of rentable area (the “2008 Expansion Space”) in the Third Party Offer Property, the specific size, location, configuration and as follows: a. Tenant’s Proportionate Share shall commencement date with respect to such 2008 Expansion Space to be recalculateddetermined and designated by Landlord in its discretion. Without limitation, using the total square footage exercise by Tenant of the Premises, as increased by option to lease the Refusal Space. b. Except as set forth in the Third Party Offer, the Refusal 2007 Expansion Space shall be leased on an “as is” basis and Landlord shall have no obligation to improve the Refusal Space or grant Tenant any improvement allowance thereon. c. If the lease term for the Refusal Space set forth in the Third Party Offer is less than the remaining Term for the Premises, then, at Tenant’s option, the lease term for the Refusal Space shall be automatically extended to be coterminous with the Term for the Premises, in which case the Annual Rent for the Refusal Space for such extended period of time shall be the greater of (i) the per rentable square foot Annual Rent set forth in the Third Party Offer, or (ii) the per rentable square foot Annual Rent for the Premises for such period. If the lease term for the Refusal Space set forth in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises shall be automatically extended to be coterminous with the lease term for the Refusal Space, in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and Tenant. In the event that Landlord and Tenant are unable to agree to the fair market rental for the Premises for such period within thirty (30) days following Tenant’s acceptance of the Third Party Offer, then Landlord and Tenant shall each appoint a qualified MAI appraiser doing business in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental for the Premises as of the original Termination Date for the Premises for the remainder of the Term for the Premises. Landlord and Tenant shall equally share in the expense of such appraisals. The extension of the Term for the Premises pursuant to this Section 41 shall not limit Tenant’s right to extend the Term pursuant to Section 40 of this Lease. d. Landlord and Tenant shall, prior to the beginning of the lease term for the Refusal Space, execute a written memorandum confirming the terms of the inclusion of the Refusal Space; provided, that, the execution of such memorandum shall not be a condition precedent to the effectiveness of Tenant’s exercise by Tenant of the option contained hereinto lease the 2008 Expansion Space.

Expansion Rights. So long as Provided that Tenant is not then in default in the performance of any of its obligations hereunder beyond any all applicable notice and cure period under the termsperiods hereunder, covenants and conditions of this Lease, then Landlord hereby grants Tenant shall have the right (the "EXPANSION OPTION") to lease all (but not just a portion) an additional 25,000 square feet of that certain space located on the second (2nd) floor of the Building that is contiguous to the portion of the original Premises that is located on the second (2nd) floor of the Building as of the Commencement Date (shown on Exhibit E "F" attached hereto in its entirety as the “Refusal Space”) at such time as Landlord receives an offer from and made a third parry to lease the Refusal Space which Landlord is prepared to accept part hereof (the “Third Party Offer”"EXPANSION SPACE"). In such a case, Landlord shall give written notice subject to Tenant of the Third Parry Offer, in all its particulars following terms and Tenant shall have a period of twenty conditions: (20a) days thereafter in which to exercise Tenant’s right to lease the Refusal Space, failing which Landlord may lease the Refusal Space to such third party on the basis of the Third Party Offer. In the event that such third party does not lease Tenant desires to exercise the Refusal Space pursuant Expansion Option, Tenant shall provide Landlord with written notice (the "EXPANSION EXERCISE NOTICE") on or before June 1, 2000 (the "EXERCISE DEADLINE") of Tenant's election to exercise the Third Party OfferExpansion Option, and so long as the conditions set forth in the first sentence of this paragraph are satisfied, then Landlord shall be obligated to follow the foregoing procedure for any subsequent Third Party Offer which it receives. If Tenant exercises its option to include the Refusal Space hereunder, effective on the delivery date specified in the Third Party Offer, the Refusal Space shall automatically be included in the Premises and subject to all time being of the essence. (b) All other terms and conditions of the LeaseLease shall apply to the Expansion Space except that (i) the Annual Rent with respect to Expansion Space for the balance of the initial Term shall be as determined by subparagraph (c) below; (ii) the Annual Base Rent with respect to Expansion Space for any Extension Period, except if applicable, shall be the same Base Rental rate (on a dollars per square foot basis) payable with respect to the balance of the Demised Premises pursuant to Section 25 hereof; (iii) Tenant's Fraction with respect to Operating Expenses shall be increased to take into account the additional square footage of the Expansion Space and all other figures in the Lease affected by the addition of such square footage shall be adjusted accordingly; and (iv) Tenant shall not be entitled to any allowances, credits, options or other concessions with respect to the First Offer Space. (c) Landlord and Tenant acknowledge that the Annual Base Rent payable with respect to the Expansion Space shall be determined based upon the scope of the improvements to be performed by Landlord, if any, with respect to the Expansion Space (the "EXPANSION SPACE IMPROVEMENTS"), as hereinafter provided: (i) Within sixty (60) days after Landlord's receipt of Tenant's Expansion Exercise Notice, Landlord shall provide written notice to Tenant describing the scope of the Expansion Space Improvements to be performed by Landlord, if any. If Landlord's notice provides that Landlord will construct the "EXPANSION SPACE SHELL" (as hereinafter defined), then the Annual Base Rent payable by Tenant with respect to the Expansion Space shall be the then-escalated Base Rental rate in effect with respect to the balance of the Demised Premises as set forth in the Third Party Offer and as follows: a. Tenant’s Proportionate Share shall be recalculated, using the total square footage Section 10 of the Premises, as increased Fundamental Lease Provisions (with corresponding adjustments for subsequent lease years) reduced by the Refusal Space. b. Except as set forth in the Third Party Offer, the Refusal Space shall be leased on an “as is” basis and Landlord shall have no obligation to improve the Refusal Space or grant Tenant any improvement allowance thereon. c. If the lease term for the Refusal Space set forth in the Third Party Offer is less than the remaining Term for the Premises, then, at Tenant’s option, the lease term for the Refusal Space shall be automatically extended to be coterminous with the Term for the Premises, in which case the Annual Rent for the Refusal Space for such extended period of time shall be the greater of (i) the $5.22 per rentable square foot Annual Rent set forth in (the Third Party Offer, or (ii) the per rentable square foot Annual Rent for the Premises for such period"EXPANSION BASE RENT"). If the lease term for the Refusal Space set forth in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises shall be automatically extended to be coterminous with the lease term for the Refusal SpaceAccordingly, in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and Tenant. In the event that the Landlord and Tenant are unable to agree to constructs the fair market rental for the Premises for such period within thirty (30) days following Tenant’s acceptance of the Third Party Offer, then Landlord and Tenant shall each appoint a qualified MAI appraiser doing business in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental for the Premises as of the original Termination Date for the Premises for the remainder of the Term for the Premises. Landlord and Tenant shall equally share in the expense of such appraisals. The extension of the Term for the Premises pursuant to this Section 41 shall not limit Tenant’s right to extend the Term pursuant to Section 40 of this Lease. d. Landlord and Tenant shall, prior to the beginning of the lease term for the Refusal Space, execute a written memorandum confirming the terms of the inclusion of the Refusal Space; provided, thatExpansion Space Shell, the execution of such memorandum Expansion Base Rent shall not be a condition to payable as follows (proportionately prorated for any partial lease year in which the effectiveness of Tenant’s exercise of the option contained herein.Expansion Space Commencement Date occurs):

Expansion Rights. So long as (a) Tenant shall have a right of First Offer for any contiguous space in the Building (herein, the “Offer Space”) on the terms and conditions hereinafter set forth, when and if such space becomes “available for leasing.” (b) Offer Space shall be deemed “available for leasing” after the latest to occur of (i) the expiration or earlier termination of the existing lease or leases for such space, including any renewals or extensions thereof, and (ii) if such space is subject to an expansion option in an existing lease, upon the expiration of such option or the earlier expiration of such lease. Notwithstanding the foregoing, Offer Space not then subject to an existing lease or expansion option shall be deemed “available for leasing.” (c) Prior to offering the Offer Space to the public for lease, Landlord shall give Tenant written notice (an “Offer Notice”) of the date of commencement of the term of the demise (the “Offer Space Commencement Date”) and the rental rate and other economic terms applicable to such Offer Space. The Offer Space Commencement Date shall no less than thirty (30) days and no more than sixty (60) days after the date such notice is given by Landlord. (d) Xxxxxx's right to lease the Offer Space from Landlord shall be exercisable by written notice from Tenant to Landlord of Tenant's election to exercise said right given not later than ten business (10) days after Xxxxxxxx’s notice is given, time being of the essence. Tenant may not elect to lease less than the entire area of Offer Space described in default beyond any applicable Landlord's notice and cure period under Tenant may not exercise said right if there is less than three (3) years left on the terms, covenants and conditions Term of this LeaseLease (unless concurrently with Tenant’s exercise of its option, then Tenant elects to extend the Term of this Lease pursuant to an outstanding renewal option). If Tenant does not timely exercise its option to lease the entire Offer Space, Tenant's right to lease the Offer Space shall thereupon expire and Landlord shall have the right for a period of one-hundred (180) days to lease all (but not just the Offer Space to a portion) of that certain space located third party on the second (2nd) floor terms specified in the Offer Notice, subject to non-material changes in the essential terms and conditions of the Building that Offer Notice, provided there is contiguous no reduction to the portion net effective rental rate offered to the third party. If Landlord desires to lease the Offer Space on terms more favorable to the tenant than those described in the Offer Notice or if Landlord does not lease the Offer Space within such 180 day period, then such space shall again be deemed “available for leasing” and shall be offered to Tenant pursuant to the terms of this Article 36. If Landlord does enter into a lease for the Offer Space with a third party and such space later becomes “available for leasing” as described above, such space shall again be offered to Tenant pursuant to the terms of this Article 36. Except for an assignment to a Permitted Transferee, the Refusal Right is personal to Tenant and may not be assigned by Xxxxxx in connection with an assignment of this Lease or otherwise. The Refusal Right may not be exercised by anyone other than Tenant or a Permitted Transferee. Any attempted assignment of the original Premises that is located on Refusal Right to other an a Permitted Transferee shall be of no effect and the second (2nd) floor of the Building Refusal Right shall become forever null and void as of the Commencement Date (shown on Exhibit E hereto in its entirety as the “Refusal Space”) at such time as Landlord receives an offer from a third parry to lease the Refusal Space which Landlord is prepared to accept (the “Third Party Offer”). In such a case, Landlord shall give written notice to Tenant date of the Third Parry Offer, in all purported assignment. (e) If Tenant has validly exercised its particulars and Tenant shall have a period of twenty (20) days thereafter in which to exercise Tenant’s right to lease the Refusal Offer Space, failing which Landlord may lease the Refusal Space to such third party on the basis then, effective as of the Third Party Offer. In the event that Offer Space Commencement Date, such third party does not lease the Refusal Offer Space pursuant shall be delivered to the Third Party Offer, and so long as the conditions set forth Tenant in the first sentence of this paragraph are satisfied, then Landlord shall be obligated to follow the foregoing procedure for any subsequent Third Party Offer which it receives. If Tenant exercises its option to include the Refusal Space hereunder, effective on the delivery date specified condition described in the Third Party Offer, the Refusal Space shall automatically be Offer Notice and included in the Premises and Premises, subject to all of the terms terms, conditions and conditions provisions of the this Lease, except as follows: (i) The rentable area of the Premises shall be increased by the rentable area of the Offer Space, and Tenant's proportionate share shall be increased in a corresponding manner; (ii) The term of the demise covering such Offer Space shall commence on the Offer Space Commencement Date and shall expire on the Expiration Date, subject to any renewal options held by Tenant under this Lease; (iii) The monthly installment of rent for such Offer Space shall be at the Fair Market Rental Value at the time of the Offer Notice, which shall be determined as set forth below; and (iv) Such other terms shall be included as are reasonably required to conform to the terms of the Offer Notice. (f) If Tenant has validly exercised its right to lease the Offer Space, at the request of either party hereto, Landlord and Tenant shall enter into a written amendment to this Lease confirming the terms, conditions and provisions applicable to such Offer Space as determined in accordance herewith. (g) The Fair Market Rental Value as contemplated by this Section shall be determined as follows: Landlord shall notify Tenant of Landlord’s opinion of the Fair Market Rental Value in the Offer Notice. If Tenant disputes Landlord’s opinion, Tenant shall, within ten (10) business days after receipt of the Offer Notice, by written notice to Landlord, notify Landlord of Tenant’s opinion of the Fair Market Rental Value and that Tenant elects “baseball” arbitration on an expedited basis and in accordance with the then prevailing American Arbitration (“AAA”) Rules (“Tenant’s FMRV Notice”). AAA shall designate as arbitrator an appraiser familiar with commercial buildings and office tenants located in the Eden Prairie, Hennepin County, Minnesota area. The Landlord shall submit to the arbitrator its proposed amount of Fair Market Rental Value, which cannot exceed Landlord’s proposed Fair Market Rental Value set forth in the Third Party Offer and as follows: a. Notice; Tenant shall submit to the arbitrator its proposed amount of Fair Market Rental Value which cannot be less than Tenant’s Proportionate Share shall be recalculated, using the total square footage of the Premises, as increased by the Refusal Space. b. Except as proposed Fair Market Rental Value set forth in Tenant’s FMRV Notice; and the Third Party Offerarbitrator, after hearing testimony from the Refusal Space parties and their expert witnesses, shall be leased on an “as is” basis select either Landlord’s or Tenant’s proposed Fair Market Rental Value for the Offer Space. Each party shall pay the cost and Landlord expenses of its own expert witnesses and attorneys fees, and the parties shall share the cost of the arbitration equally. Tenant shall have no obligation further right or option to improve the Refusal Space or grant Tenant any improvement allowance thereon. c. If the lease term for the Refusal Space set forth in the Third Party Offer is less than the remaining Term for the Premises, then, at Tenant’s option, the lease term for the Refusal Space shall be automatically extended to be coterminous with the Term for the Premises, in which case the Annual Rent for the Refusal Space for such extended period of time shall be the greater of (i) the per rentable square foot Annual Rent set forth in the Third Party Offer, or (ii) the per rentable square foot Annual Rent for the Premises for such period. If the lease term for the Refusal Space set forth in the Third Party Offer is greater than the remaining Term for the Premises, then, at Tenant’s option, the Term for the Premises shall be automatically extended to be coterminous with the lease term for the Refusal Space, in which event the Annual Rent for the Premises for the additional period of time so extended beyond the original Termination Date for the Premises to make the Term for the Premises coterminous with the lease term for the Refusal Space shall be the fair market rental for the Premises as agreed to by Landlord and Tenant. In the event that Landlord and Tenant are unable to agree to the fair market rental for the Premises for such period within thirty (30) days following Tenant’s acceptance renew after expiration of the Third Party Offer, then Landlord and Tenant shall each appoint a qualified MAI appraiser doing business in the area, and in turn those two (2) independent MAI appraisers shall appoint a third (3rd) MAI appraiser and the majority shall decide upon the fair market rental for the Premises as of the original Termination Date for the Premises for the remainder of the Term for the Premises. Landlord and Tenant shall equally share in the expense of such appraisals. The extension of the Term for the Premises pursuant to this Section 41 shall not limit Tenant’s right to extend the Term pursuant to Section 40 of this LeaseRenewal Period. d. Landlord and Tenant shall, prior to the beginning of the lease term for the Refusal Space, execute a written memorandum confirming the terms of the inclusion of the Refusal Space; provided, that, the execution of such memorandum shall not be a condition to the effectiveness of Tenant’s exercise of the option contained herein.