Common use of First Offer Right Clause in Contracts

First Offer Right. As long as this Lease is in full force and effect, without material default by Tenant, Landlord agrees that prior to renting any space on the remainder of the Sixth Floor of the Building (the “First Offer Space”) to a third party, Landlord will inform Tenant in writing that it has a prospective third party tenant for the First Offer Space. On or before ten (10) business days after the date of such written notice, Tenant will have the right (the “First Offer Right”) to send Landlord a notice stating that Tenant elects to rent all, but not less than all, of the First Offer Space. It is the intention of the parties that after the exercise by Tenant of the First Offer Right there shall remain at least five (5) years on the Term of the Lease. Accordingly, Tenant’s exercise of the First Offer Right shall be conditioned either upon its exercise of the renewal right contained in this Lease or upon its entering into a Lease Amendment extending the Term of the Lease for at least five (5) years. If the time of the exercise of such right is within one year of the three (3) year anniversary of the Rent Commencement Date, Tenant’s exercise of such right shall be conditioned upon Tenant’s express waiver of its Termination Right set forth in §31.19 below. Tenant=s notice electing to rent the First Offer Space must be postmarked within the ten (10) business day period and sent by Registered or Certified Mail, Return Receipt Requested, time being of the essence. If Tenant does not timely exercise the First Offer Right, Landlord will be thereafter free to rent the First Offer Space to another tenant or tenants. In the event Tenant exercises the First Offer Right, then on the earlier of the date of Substantial Completion of Improvements to the First Offer Space, or the date Tenant takes occupancy of the First Offer Space, the Lease shall be deemed amended to include the First Offer Space as part of the Premises at a rental rate equal to the then applicable Basic Rent due hereunder, and Tenant’s Proportionate Share as defined in this Lease shall be adjusted by reason of the addition of such First Offer Space. The work to integrate the First Offer Space into the Premises shall be performed by Tenant for which Tenant will receive an improvement allowance from Landlord determined by pro-rating the amount originally expended per square foot for Landlord’s Work pursuant to Exhibit C over the remaining Term of the Lease.

First Offer Right. As long as this Lease is in full force and effect, without material default by Tenant, Landlord agrees that prior Tenant shall have a one time right of first offer (the “Right of First Offer”) to renting any space on lease the remainder entire rentable area of the Sixth Floor twenty-fourth (24th) floor of the Building (the “First Offer Space”) to for a third party, Landlord will inform Tenant in writing that it has a prospective third party tenant for term commencing on Landlord’s delivery of the First Offer Space. On Space to Tenant, and ending on the expiration or before ten (10) business days after earlier termination of the Lease as applicable to the Premises then demised thereunder, if the First Offer Space shall first become “available for lease” as of a date of such written notice, Tenant will have occurring during the right period (the “First Offer RightPeriod”) commencing on the First Offer Commencement Date (as defined below) and ending on January 31, 2014; provided, however, that if as of January 31, 2014 Landlord shall not have entered into a lease commencing on or after February 1, 2015 with any party (other than Tenant) for all or any portion of the Existing Premises or the Additional Premises, then the First Offer Period shall be extended to send end on such first date, if any, as Landlord a notice stating that Tenant elects to rent allshall enter into any such lease, but in no event shall the First Offer Period extend beyond the New Expiration Date. The “First Offer Commencement Date” shall mean the date of this Amendment. The First Offer Space shall not less than allbe deemed “available for lease” if the tenant under an expiring lease of such space desires to renew or extend its lease (whether pursuant to a right or option or pursuant to new arrangements entered into with Landlord) or if any tenant of the Building exercises an option or right of first offer or refusal or other right to lease such space, which option or right has been granted prior to the date of this Amendment. After Landlord has notice that the First Offer Space will become available for lease, Landlord shall notify Tenant in writing of such availability (“Landlord’s ROFO Notice”) prior to leasing the space to any other party, which notice shall State the actual or estimated availability date of the First Offer Space. It Space and which date shall be at least one hundred eighty (180) days from the date of Land lord’s ROFO Notice; provided, however, that Landlord shall have no obligation to deliver any such availability notice and Tenant shall have no rights pursuant to this Paragraph 10 (i) prior to the First Offer Commencement Date, or (ii) prior to one (1) year prior to the estimated availability date, or (iii) if the estimated availability date is the intention of the parties that after the exercise by Tenant expiration of the First Offer Right there shall remain at least five Period, or (5iv) years as to less than all of the rentable area on the Term twenty-fourth (24th) floor of the LeaseBuilding. AccordinglyFor a period of ten (10) Business Days after receipt of Landlord’s ROFO Notice, Tenant’s exercise of the First Offer Right Tenant shall be conditioned either upon its exercise of the renewal have a right contained in this Lease or upon its entering into a Lease Amendment extending the Term of the Lease for at least five (5) years. If the time of the exercise of such right is within one year of the three (3) year anniversary of the Rent Commencement Date, Tenant’s exercise of such right shall be conditioned upon Tenant’s express waiver of its Termination Right set forth in §31.19 below. Tenant=s notice electing to rent elect to lease the First Offer Space must be postmarked within the ten in its entirety (10) business day period and sent by Registered or Certified Mail, Return Receipt Requested, time being of the essencenot in part). If Tenant does not timely exercise the Right of First Offer Rightwhen the First Offer Space offered to Tenant in accordance with the foregoing, the Right of First Offer shall expire and be of no force or effect, Tenant shall have no further rights pursuant to this Paragraph 10, and Landlord will be thereafter free shall have the right to rent lease (and re-lease) the First Offer Space to another tenant any third party or tenantsparties for a term and on such other conditions as Landlord may determine in Landlord’s sole discretion. In For the event avoidance of doubt, Landlord and Tenant acknowledge and agree that pursuant to the preceding provisions, Tenant’s Right of First Offer shall not apply, and Tenant shall have no right to lease the First Offer Space or to extend the term of the Lease as set forth below by reason thereof, if the First Offer Space Target Delivery Date (as defined below) is on or after February 1, 2014 and prior to Landlord sending Tenant Landlord’s ROFO Notice, Landlord shall enter into a lease with any party (other than Tenant) with a commencement date on or after February 1, 2015 for all or any portion of the Existing Premises or the Additional Premises. If Tenant exercises the Right of First Offer, Landlord shall use reasonable efforts to deliver the First Offer Right, then Space to Tenant in the condition required by Paragraph 10.c. below on or about the anticipated delivery date set forth in Landlord’s ROFO Notice (the “First Offer Space Target Delivery Date”). Tenant agrees that if Landlord is unable to deliver Tenant possession of First Offer Space on the earlier First Offer Space Target Delivery Date, because the then existing occupants of the date First Offer Space shall hold over, or delivery is delayed for any other reason beyond Landlord’s reasonable control, Landlord shall not be liable for any damage thereby, nor shall the Lease or Tenant’s lease of Substantial Completion the First Offer Space or any portion thereof be void or voidable, but the term of Improvements the Lease shall not commence as to the First Offer Space, or Space until the date (the “First Offer Space Commencement Date”) Landlord delivers possession of the First Offer Space to Tenant takes occupancy in the condition required by Paragraph 10.c. below. Notwithstanding the foregoing, if Landlord does not deliver the First Offer Space to Tenant in the condition required by Paragraph 10.c. below within ninety (90) days after the First Offer Space Target Delivery Date, as such date shall be extended for delays in the delivery date caused by Force Majeure (such date, as so extended, the “ROFO Trigger Date”) then Tenant may terminate this Amendment as respects the First Offer Space (only) upon written notice to Landlord given within ten (10) Business Days after the ROFO Trigger Date; provided, however, that Tenant’s termination notice shall be void and of no force or effect if the delivery date shall occur within ten (10) Business Days after Landlord’s receipt of Tenant’s termination notice. The foregoing right of Tenant to terminate this Amendment as respects the First Offer Space (only) shall be Tenant’s sole remedy for such delay in delivery of the First Offer Space, except that Landlord shall promptly return to Tenant the Lease shall be deemed amended to include additional Security Deposit made by Tenant on account of the First Offer Space as part of the Premises at a rental rate equal to the then applicable Basic Rent due hereunder, and Tenant’s Proportionate Share as defined in this Lease shall be adjusted by reason of the addition of such First Offer Space. The work to integrate the First Offer Space into the Premises shall be performed by Tenant for which Tenant will receive an improvement allowance from Landlord determined by pro-rating the amount originally expended per square foot for Landlord’s Work pursuant to Exhibit C over the remaining Term of the LeaseParagraph 10.d. below.

First Offer Right. As long as Landlord agrees to give Tenant a First Offer Right on the adjacent space in the Building of approximately 32,500 square feet in the Building, which is currently leased by DRS Precision Echo, Inc. and which is designated on Exhibit A hereto (the "Offered Space"). If Landlord intends during the term of this Lease to lease all or any portion of the Offered Space, and if Tenant is not then in full force default (beyond the applicable cure period, but in no event more than thirty (30) days) under this Lease, Landlord shall give written notice of such intention to Tenant, specifying the material terms on which Landlord is willing to lease the Option Space to Tenant, and effect, without material default shall offer to Tenant the opportunity to lease the Offered Space on the terms specified in Landlord's notice. Tenant shall have five (5) days after the date of giving of such notice by Landlord in which to accept such offer by written notice to Landlord. Upon such acceptance by Tenant, Landlord agrees that prior the Offered Space shall be leased to renting any space Tenant on the remainder terms set forth in Landlord's notice and on the additional terms and provisions set forth herein (except to the extent inconsistent with the terms set forth in Landlord's notice) and the parties shall promptly execute an amendment to this Lease adding the Offered Space to the Leased Premises and making any appropriate amendments to provisions of this Lease to reflect different rent and other obligations applicable to the Offered Space under the terms of the Sixth Floor of Landlord's notice. If Tenant does not accept Landlord's offer within the Building (allotted time, Landlord shall thereafter have the “First Offer Space”) right to lease the Offered Space to a third party, at any time after Tenant's failure to accept Landlord's offer, at a minimum rental and on other terms and conditions determined by Landlord will inform (which may be more or less favorable to the tenant than the minimum rental and other terms offered to Tenant in writing that it has a prospective third party tenant for the Landlord's notice). Tenant's First Offer Space. On or before ten (10) business days after the date of such written notice, Tenant will have the right (the “First Offer Right”) to send Landlord a notice stating that Tenant elects to rent all, but not less than all, of the First Offer Space. It is the intention of the parties that after the exercise by Tenant of the First Offer Right there shall remain at least five (5) years on the Term of the Lease. Accordingly, Tenant’s exercise of the First Offer Right Refusal Rights shall be conditioned either upon its exercise subordinate to any rights of the renewal right contained in this Lease or upon its entering into a Lease Amendment extending the Term of the Lease for at least five (5) years. If the time of the exercise of such right is within one year of the three (3) year anniversary of the Rent Commencement DateDRS Precision Echo, Tenant’s exercise of such right shall be conditioned upon Tenant’s express waiver of its Termination Right set forth in §31.19 below. Tenant=s notice electing to rent the First Offer Space must be postmarked within the ten (10) business day period and sent by Registered or Certified Mail, Return Receipt Requested, time being of the essence. If Tenant does not timely exercise the First Offer Right, Landlord will be thereafter free to rent the First Offer Space to another tenant or tenants. In the event Tenant exercises the First Offer Right, then on the earlier of the date of Substantial Completion of Improvements Inc. with respect to the First Offer Offered Space, or the date Tenant takes occupancy of the First Offer Space, the Lease shall be deemed amended to include the First Offer Space as part of the Premises at a rental rate equal to the then applicable Basic Rent due hereunder, and Tenant’s Proportionate Share as defined in this Lease shall be adjusted by reason of the addition of such First Offer Space. The work to integrate the First Offer Space into the Premises shall be performed by Tenant for which Tenant will receive an improvement allowance from Landlord determined by pro-rating the amount originally expended per square foot for Landlord’s Work pursuant to Exhibit C over the remaining Term of the Lease.

First Offer Right. As long as During the Renewed Sublease Term, provided that Sublessee is EnvoyWorldWide, Inc. and there is no default under this Lease is in full force and effectSublease beyond any applicable notice or grace period, without material default by Tenantif any, Landlord agrees that prior to renting any space on the remainder Sublessee shall have a one-time right of first offer upon only one of the Sixth Floor of adjoining premises listed below the Building (the “First Offer Space”) subject to a third partytheir respective terms and conditions. In such an event, Landlord will inform Tenant in writing that it has a prospective third party tenant for Sublessor shall give written notice to Sublessee of the availability of the First Offer SpaceSpace prior to offering or advertising such space to any other party. On or before ten the fifth (105th) business days day after the date Sublessee’s receipt of such written notice, Tenant will time being of the essence thereof; Sublessee shall have the right (the “First Offer Right”) to send Landlord Sublessor a notice stating that Tenant Sublessee elects to rent all, but not less than all, of the First Offer Space. It is In the intention event of the parties that after the exercise by Tenant of the such First Offer Right there Right, the terms and conditions of this Sublease shall remain apply to the lease of such space except that the Minimum Rent payable pursuant to Section 3 for such First Offer Space shall be adjusted at least five that time to reflect the then current lease rate (5on a per square foot basis) years on the Term of the Leasepaid by Sublessor to Computervision. AccordinglyIn addition, Tenantshould Sublessee exercise such First Offer Right, Sublessee’s option to extend this Sublease described in Section 25 shall be deemed exercised without any additional notice or agreement required, provided that Sublessee’s failure to exercise of the First Offer Right shall be conditioned either upon in no way invalidate or otherwise affect its exercise of the renewal right contained in this Lease or upon its entering into a Lease Amendment extending the Term of the Lease for at least five (5) yearsoption to extend. If the time of the exercise of such right is within one year of the three (3) year anniversary of the Rent Commencement Date, Tenant’s exercise of such right shall be conditioned upon Tenant’s express waiver of its Termination Right set forth in §31.19 below. Tenant=s notice electing to rent the The First Offer Space must shall be postmarked within the ten (10) business day period and sent by Registered or Certified Mail, Return Receipt Requested, time being any one of the essence. If Tenant does not timely exercise the First Offer Right, Landlord will be thereafter free to rent the First Offer Space to another tenant or tenants. In the event Tenant exercises the First Offer Right, then on the earlier of the date of Substantial Completion of Improvements to the First Offer Space, or the date Tenant takes occupancy of the First Offer Space, the Lease shall be deemed amended to include the First Offer Space as part of the Premises at a rental rate equal to the then applicable Basic Rent due hereunder, and Tenant’s Proportionate Share as defined in this Lease shall be adjusted by reason of the addition of such First Offer Space. The work to integrate the First Offer Space into the Premises shall be performed by Tenant for which Tenant will receive an improvement allowance from Landlord determined by pro-rating the amount originally expended per square foot for Landlord’s Work pursuant to Exhibit C over the remaining Term of the Lease.following adjoining premises:

First Offer Right. As long Tenant’s Right of First Offer as this Lease is set forth in full force and effect, without material default by Tenant, Landlord agrees that prior to renting any space on the remainder Paragraph 10 of the Sixth Floor First Amendment is hereby deleted, and in lieu thereof Tenant shall have the Right of First Offer hereinafter set forth in this Paragraph 8. Tenant shall have a one-time right of first offer (the “Right of First Offer”) to lease the entire rentable area of each of the eighth (8th), twenty-fourth (24th) and twenty-eighth (28th) floors of the Building (each referred to herein as the “First Offer Space”) for a term commencing on Landlord’s delivery of the First Offer Space to Tenant, and ending on the expiration or earlier termination of the Lease as applicable to the Premises then demised thereunder, if the First Offer Space shall become “available for lease” and delivery to Tenant as of a date occurring during the period (the “First Offer Period”) commencing on the First Offer Commencement Date (as defined below) and ending on the date that is one (1) year prior to the New Expiration Date. The “First Offer Commencement Date” shall mean April 1, 2015. The First Offer Space shall not be deemed “available for lease” if the tenant under an expiring lease of such space desires to renew or extend its lease (whether pursuant to a third partyright or option or pursuant to new arrangements entered into with Landlord) or if any tenant of the Building exercises an option or right of first offer or refusal or other right to lease such space, which option or right has been granted prior to the date of this Amendment. After Landlord has notice that the First Offer Space will become available for lease, Landlord will inform shall notify Tenant in writing that it has a prospective third party tenant of such availability (“Landlord’s ROFO Notice”) prior to leasing the space to any other party, which notice shall state the actual or estimated availability date of the First Offer Space and the terms and conditions upon which Landlord would be willing to lease the First Offer Space to Tenant, which terms and conditions shall be Landlord’s then good faith estimate of the fair market rent for the First Offer Space. On ; provided, however, that Landlord shall have no obligation to deliver any such availability notice and Tenant shall have no rights pursuant to this Paragraph 8, (i) prior to the First Offer Commencement Date, or before ten (10ii) business days prior to one (1) year prior to the estimated availability date, or (iii) if the estimated availability date is after the date expiration of such written notice, Tenant will have the right (the “First Offer Right”Period, or (iv) as to send Landlord a notice stating that Tenant elects to rent all, but not less than all, all of the rentable area on the applicable floor(s) of the First Offer Space. It is the intention For a period of the parties that ten (10) Business Days after the exercise by receipt of Landlord’s ROFO Notice, Tenant shall have a right to elect to lease all of the First Offer Right there shall remain at least five Space identified in Landlord’s ROFO Notice in its entirety (5) years on the Term of the Lease. Accordingly, Tenant’s exercise of the First Offer Right shall be conditioned either upon its exercise of the renewal right contained and not in this Lease or upon its entering into a Lease Amendment extending the Term of the Lease for at least five (5) years. If the time of the exercise of such right is within one year of the three (3) year anniversary of the Rent Commencement Date, Tenant’s exercise of such right shall be conditioned upon Tenant’s express waiver of its Termination Right set forth in §31.19 below. Tenant=s notice electing to rent the First Offer Space must be postmarked within the ten (10) business day period and sent by Registered or Certified Mail, Return Receipt Requested, time being of the essencepart). If Tenant does not timely exercise the Right of First Offer Rightwhen the First Offer Space offered to Tenant in accordance with the foregoing, the Right of First Offer shall expire and be of no force or effect as respects the First Offer Space offered to Tenant in Landlord’s ROFO Notice, Tenant shall have no further rights pursuant to this Paragraph 8 with respect to such First Offer Space, and Landlord shall have the right to lease (and re-lease) such First Offer Space to any third party or parties for a term and on such other conditions as Landlord may determine in Landlord’s sole discretion; provided, however, that if Landlord shall not enter into a lease for such First Offer Space within one (1) year after the date of Landlord’s ROFO Notice, the provisions of this Paragraph 8 shall apply anew to such First Offer Space prior to Landlord leasing the same to any other party. If Tenant exercises the Right of First Offer, Landlord will be thereafter free shall use reasonable efforts to rent deliver the First Offer Space to another tenant Tenant in the condition required by Paragraph 8.c. below on or tenantsabout the anticipated delivery date set forth in Landlord’s ROFO Notice (the “First Offer Space Target Delivery Date”). In the event Tenant exercises agrees that if Landlord is unable to deliver Tenant possession of First Offer Space on the First Offer RightSpace Target Delivery Date, because the then on the earlier existing occupants of the date First Offer Space shall hold over, or delivery is delayed for any other reason beyond Landlord’s reasonable control, Landlord shall not be liable for any damage thereby, nor shall the Lease or Tenant’s lease of Substantial Completion the First Offer Space or any portion thereof be void or voidable, but the term of Improvements the Lease shall not commence as to the First Offer Space, or Space until the date Tenant takes occupancy (the “First Offer Space Commencement Date”) Landlord delivers possession of the First Offer SpaceSpace to Tenant in the condition required by Paragraph 8.c. below. Notwithstanding the foregoing, the Lease shall be deemed amended if Landlord does not deliver any First Offer Space to include Tenant within one hundred twenty (120) days after the First Offer Space Target Delivery Date applicable thereto, as part of such date shall be extended for delays in the Premises at a rental rate equal delivery date caused by Force Majeure (such date, as so extended, the “ROFO Trigger Date”) then Tenant may terminate this Amendment as respects such First Offer Space (only) upon written notice to Landlord given within ten (10) Business Days after the then applicable Basic Rent due hereunderROFO Trigger Date; provided, and however, that Tenant’s Proportionate Share as defined in this Lease termination notice shall be adjusted by reason void and of no force or effect if the addition delivery date shall occur within ten (10) Business Days after Landlord’s receipt of Tenant’s termination notice. The foregoing right of Tenant to terminate this Amendment as respects such First Offer Space (only) shall be Tenant’s sole remedy for such delay in delivery of such First Offer Space. The work , except that Landlord shall cooperate with Tenant to integrate reverse the increase in the amount of the Letter of Credit made on account of the First Offer Space into the Premises shall be performed by Tenant for which Tenant will receive an improvement allowance from Landlord determined by pro-rating the amount originally expended per square foot for Landlord’s Work pursuant to Exhibit C over the remaining Term of the Lease.Paragraph 8.d. below