Common use of FIRST RIGHT OF OFFER Clause in Contracts

FIRST RIGHT OF OFFER. Subject to the terms and conditions set forth in this Section, Landlord hereby grants to Tenant the first right ("First Right") to be offered by Landlord the opportunity to lease the approximately 1,400 rentable square feet of space located on the second floor of the Building and designated on EXHIBIT "C" attached hereto and incorporated herein by this reference If, at any time while this First Right is in effect, Landlord should intend to lease such space to a third party lessee, then Landlord shall first offer to lease such space to Tenant. If Landlord offers to Lease such space to Tenant pursuant to this Section and Tenant desires to lease such space, Tenant will, within five (5) Business Days of its receipt of Landlord's notice, prepare and provide to Landlord a letter of intent describing the terms on which Tenant desires to lease such space from Landlord, and Tenant will, within ten (10) Business Days of its receipt of Landlord's notice, prepare and provide to Landlord a space plan for such space. If Tenant notices Landlord in writing within such five-day period that Tenant does not desire to lease such space, or if Tenant does not provide Landlord with a letter of intent within such five-day period, then, in either of the above instances, Landlord's obligations under this Section will automatically terminate and Landlord will thereafter be entitled to lease such space. If Tenant provides Landlord with a letter of intent within such five-day period, the parties shall thereafter negotiate for Tenant's lease of the space from Landlord; provided, however, that if Landlord and Tenant are unable to mutually agree upon the terms of Tenant's lease of such space and to execute a written amendment to this Lease within the ten-day period referenced above (which amendment shall contain the terms mutually agreed to by the parties for Tenants lease of such space), then Landlord's obligations under this Section shall automatically terminate at the end of such ten-day period. Notwithstanding anything to the contrary contained in this Section, if Tenant's First Right as set forth in this Section is still in effect at the end of the initial five-year Term, such First Right will automatically terminate on the last day thereof. The purpose of this Section is to provide notice to Tenant so that Tenant may be in a position to offer to lease such space on a competitive basis with others, and, notwithstanding anything to the contrary contained in this Section, nothing in this Section shall be deemed to be an option or right of first refusal.

FIRST RIGHT OF OFFER. Subject In the event Landlord desires to sell the Premises, Tenant shall have the exclusive first right to make an offer to purchase the Premises for Landlord's asking price (the "Asking Price") for the Premises. Should Tenant waive its first right of offer, Landlord may put the Premises on the market. In the event Landlord receives a bona fide offer for less than the Asking Price by any person or entity, Landlord shall provide written notice to Tenant of such interested party and provide Tenant with a copy of any such offer or contract detailing the terms and conditions set forth of the proposed sale (the "Offer"). For thirty (30) days after receipt of such written notice, Tenant shall have the right to elect to match or meet the Offer. In the event Tenant shall elect to match or meet the Offer to purchase, Tenant shall signify such election by written notice (the "Notice") thereof served upon Landlord within such thirty day period and thereafter the sale shall close within ninety (90) days on the same terms and conditions as the Offer. This first right of offer shall be a continuing right which shall be renewed upon any change in the terms or conditions of the Offer. Any provision of this First Right to the contrary notwithstanding, provided that the Transferee (as hereinafter defined) agrees to be (additionally) bound by the terms and conditions of this Section, Landlord hereby grants to Tenant may transfer the first right Premises, in whole or in part, without creating an obligation under this paragraph, to: ("First Right"I) to any corporation into which or with which Landlord has merged or consolidated; (ii) any parent, subsidiary, successor, or affiliated corporation of Landlord; (iii) any partnership of which more than seventy-five percent (75%) of the partnership interest shall be offered owned by Landlord or the opportunity to lease the approximately 1,400 rentable square feet of space located on the second floor of the Building and designated on EXHIBIT "C" attached hereto and incorporated herein by this reference If, at any time while this First Right is in effect, Landlord should intend to lease such space to a third party lessee, then Landlord shall first offer to lease such space to Tenant. If Landlord offers to Lease such space to Tenant pursuant to this Section and Tenant desires to lease such space, Tenant will, within five (5) Business Days of its receipt parent corporation of Landlord's notice, prepare and provide provided Landlord or such parent corporation is a general partner; (iv) any shareholder or Landlord may transfer his/her Landlordship interest to Landlord a letter of intent describing his/her spouse or issue (the terms on which Tenant desires to lease such space from Landlord, and Tenant will, within ten (10) Business Days of its receipt of Landlord's notice, prepare and provide to Landlord a space plan for such space. If Tenant notices Landlord in writing within such five-day period that Tenant does not desire to lease such space, or if Tenant does not provide Landlord with a letter of intent within such five-day period, then, in either of the above instances, Landlord's obligations under this Section will automatically terminate and Landlord will thereafter be entitled to lease such space. If Tenant provides Landlord with a letter of intent within such five-day period, the parties shall thereafter negotiate for Tenant's lease of the space from Landlord; provided, however, that if Landlord and Tenant are unable to mutually agree upon the terms of Tenant's lease of such space and to execute a written amendment to this Lease within the ten-day period referenced above (which amendment shall contain the terms mutually agreed to by the parties for Tenants lease of such space"Transferee"), then Landlord's obligations under this Section shall automatically terminate at the end of such ten-day period. Notwithstanding anything to the contrary contained in this Section, if Tenant's First Right as set forth in this Section is still in effect at the end of the initial five-year Term, such First Right will automatically terminate on the last day thereof. The purpose of this Section is to provide notice to Tenant so that Tenant may be in a position to offer to lease such space on a competitive basis with others, and, notwithstanding anything to the contrary contained in this Section, nothing in this Section shall be deemed to be an option or right of first refusal.

FIRST RIGHT OF OFFER. Subject to 1. Tenant shall, provided the Lease is in full force and effect and Tenant is not in default under any of the other terms and conditions set forth of the lease at the time of notification or commencement nor during any three months (consecutive or non-consecutive) in this Sectionany twelve (12) month period, Landlord hereby grants to Tenant have the first right ("First Right") to be offered by Landlord the opportunity to lease the Expansion Premises consisting of approximately 1,400 rentable 27,600 square feet of in the following increments as such space located becomes available: 2004 Xxxxxx Avenue, approximately 10,800 square feet and 2016 Xxxxxx Avenue, approximately 16,800 square feet as shown on the second floor Exhibit "A" attached hereto. Landlord shall give written notice to Tenant of the Building availability of the Expansion Premises and designated on EXHIBIT "C" attached hereto and incorporated herein by this reference Ifupon receipt of such notice, at any time while this First Right is Tenant shall have a period of seven (7) business days in effectwhich to exercise Tenant's right to lease said space, failing which Landlord should intend to may lease such space to a any third party lesseeon whatever basis Landlord desires, then Landlord and Tenant shall first offer have no further rights with respect to lease the space covered by such notice. 2. If Tenant exercises an expansion option hereunder,, the Expansion Premises shall automatically be included in the Premises and the Annual Rent, as adjusted, shall be applied thereto, in accordance with the provisions hereof, effective as of the date of availability of such space specified in Landlord's notice to Tenant, or such later date as the space actually becomes available. If Landlord offers to Lease Tenant's Proportionate Share shall increase accordingly. The lease term for such Expansion Premises shall be negotiated, but, not less than a minimum of one (1) year. 3. All space to leased by Tenant pursuant to this Section expansion option shall be on an "as is" basis. 4. The Annual rent for the Expansion Premises prior to any rent adjustment shall be the market rate for comparable space in the Building and in other buildings of like quality in the same rental market as of the date the extension term is to commence. In no event shall the Annual Rent on a rentable square foot basis for the Expansion Premises be less than the Annual rent on a square foot basis paid by Tenant for its initial Leased Premises as increased by any rent adjustment pursuant to the Lease. Landlord shall give to Tenant written notice of the annual rent which shall be applicable for the Expansion Premises at the time that notice of the availability of the space is given to Tenant. Landlord and Tenant desires to lease such space, shall have thirty (30) days after Landlord receives notification from Tenant will, within five (5) Business Days of its receipt of LandlordTenant's notice, prepare and provide to Landlord a letter of intent describing the terms on which Tenant desires to lease such space from Landlord, and Tenant will, within ten (10) Business Days of its receipt of Landlord's notice, prepare and provide to Landlord a space plan for such space. If Tenant notices Landlord in writing within such five-day period that Tenant does not desire to lease said Expansion Premises in which to agree on the new annual rent, failing which Tenant shall have no further rights with respect to space covered by such spacenotice. 5. If requested by Landlord, or if Tenant does not provide Landlord with a letter of intent within such five-day periodshall, then, in either prior to the beginning of the above instancesterm for the Expansion Premises, Landlord's obligations under this Section will automatically terminate and Landlord will thereafter be entitled to lease such space. If Tenant provides Landlord with a letter of intent within such five-day period, the parties shall thereafter negotiate for Tenant's lease of the space from Landlord; provided, however, that if Landlord and Tenant are unable to mutually agree upon the terms of Tenant's lease of such space and to execute a written amendment to this Lease within memorandum confirming the ten-day period referenced above (which amendment shall contain Annual Rent for the terms mutually agreed to by the parties for Tenants lease of such space), then Landlord's obligations under this Section shall automatically terminate at the end of such ten-day period. Notwithstanding anything to the contrary contained in this Section, if Tenant's First Right as set forth in this Section is still in effect at the end of the initial five-year Term, such First Right will automatically terminate on the last day thereof. The purpose of this Section is to provide notice to Tenant so that Tenant may be in a position to offer to lease such space on a competitive basis with others, and, notwithstanding anything to the contrary contained in this Section, nothing in this Section shall be deemed to be an option or right of first refusalExpansion Premises.

FIRST RIGHT OF OFFER. Subject Provided Tenant is not then in default of this Lease beyond any applicable notice and cure period, Tenant shall have an exclusive Right of First Offer relative to the Newbury Design Premises as follows: The Newbury Design Premises are available as of December 1, 2011. Tenant shall exercise its Right of First Offer in writing delivered to the Landlord on or before April 1, 2011. In the event that Tenant fails to exercise its Right of First Offer on or before April 1, 2011 and the Newbury Design Premises remain available after May 1, 2011, Landlord shall re-offer the Newbury Design Premises to the Tenant and the Tenant shall have a continuing right to accept, provided, however, that such right to accept may be terminated by Landlord by written notice to Tenant that Landlord has a signed Letter of Intent with another prospective tenant. In the event that Tenant exercises its Right of First Offer, the Newbury Design Premises shall be subject to the terms and conditions set forth in of this SectionLease, Landlord hereby grants to including, without limitation, the same Termination Date and Tenant lease extension rights as all of the first right ("First Right") to other Premises, except that the Annual Base Rent shall be offered by Landlord the opportunity to lease the approximately 1,400 $19.00 per rentable square feet of space located on the second floor of the Building and designated on EXHIBIT "C" attached hereto and incorporated herein by this reference If, at any time while this First Right is in effect, Landlord should intend to lease such space to a third party lessee, then Landlord shall first offer to lease such space to Tenantfoot. If Landlord offers to Lease such space to Tenant pursuant to this Section and Tenant desires to lease such space, Tenant will, within five (5) Business Days of its receipt of Landlord's notice, prepare and provide to Landlord a letter of intent describing the terms on which Tenant desires to lease such space from Landlord, and Tenant will, within ten (10) Business Days of its receipt of Landlord's notice, prepare and provide to Landlord a space plan for such space. If Tenant notices Landlord in writing within such five-day period that Tenant does not desire to lease such space, or if Tenant does not provide Landlord with a letter of intent within such five-day period, then, in either of the above instances, Landlord's obligations under this Section will automatically terminate and Landlord will thereafter be entitled to lease such space. If Tenant provides Landlord with a letter of intent within such five-day periodIn addition, the parties Newbury Design Premises shall thereafter negotiate be delivered to the Tenant with Landlord having provided new building standard carpet and paint. The Rent and Term Commencement Date for Tenant's lease of the space from Landlord; providedNewbury Design Premises shall be December 15, however2011, noting that if Landlord and Tenant are unable to mutually agree upon the terms of Tenant's lease of such space and to execute a written amendment to this Lease within the ten-day period referenced above (which amendment shall contain the terms mutually has agreed to by the parties for Tenants lease of such space), then Landlord's obligations under this Section shall automatically terminate provide Tenant with early access to these premises at the end of such ten-day period. Notwithstanding anything least fourteen (14) days’ prior to the contrary contained in this Section, if Tenant's First Right as set forth in this Section is still in effect at Rent and Term Commencement Date for the end of the initial five-year Term, such First Right will automatically terminate on the last day thereof. The purpose of this Section is to provide notice to Tenant so that Tenant may be in a position to offer to lease such space on a competitive basis with othersinstallation of furniture systems, andequipment, notwithstanding anything to the contrary contained in this Sectiontelephone, nothing in this Section shall be deemed to be an option or right of first refusaldata and similar items.

FIRST RIGHT OF OFFER. Subject to the terms and conditions set forth in this SectionSection 2, Landlord hereby the Phase II Owner grants to Tenant JDA the first right ("First Right") to be offered by Landlord the opportunity Phase II Owner to lease the approximately 1,400 rentable square feet of space located on the second floor all or a portion of the Building and designated on EXHIBIT "C" attached hereto and incorporated herein by this reference leasable area in the Phase II Building. If, at any time while this First Right is in effect, Landlord the Phase II Owner should intend to lease any portion of such space to a third party lesseetenant (the "Available Space"), then Landlord the Phase II Owner shall first offer to lease the Available Space to JDA and provide to JDA the terms of the Phase II Owner's offer to such space to Tenantthird party (the "Third Party Terms"). If Landlord In the event the Phase II Owner offers to Lease such space the Available Space to Tenant JDA pursuant to this Section and Tenant desires to lease such space2, Tenant will, within five (5) Business Days of its receipt of Landlord's notice, prepare and provide to Landlord a letter of intent describing JDA shall notify the terms on which Tenant desires to lease such space from Landlord, and Tenant will, Phase II Owner in writing within ten (10) Business Days business days of its receipt of Landlordthe Phase II Owner's notice, prepare and provide notice whether JDA desires to Landlord a space plan for such spacelease the Available Space from the Phase II Owner on the Third Party Terms. If Tenant notices Landlord JDA notifies the Phase II Owner in writing within such fiveten-business day period that Tenant JDA does not desire to lease such spacethe Available Space, or if Tenant JDA does not provide Landlord with a letter of intent respond in writing to the Phase II Owner's notice within such fiveten-business day period, then, in either of the above instances, Landlordthe Phase II Owner's obligations under this Section will 2 shall automatically and forever terminate as to the Available Space and Landlord will the Phase II Owner shall thereafter be entitled to lease such spacethe Available Space to the existing, or any future third party tenant, free of any rights of JDA therein. If Tenant provides Landlord with a letter of intent JDA notifies the Phase II Owner in writing within such fiveten-business day periodperiod that JDA desires to lease the Available Space from the Phase II Owner on the Third Party Terms, the parties shall thereafter negotiate for Tenantexecute a form of lease in regard to JDA's lease of the space from Landlord; provided, however, that if Landlord and Tenant are unable to mutually agree upon the terms of TenantAvailable Space (which lease form shall provide for JDA's lease of such space and the Available Space on the Third Party Terms). Subject to execute a written amendment to this Lease within the ten-day period referenced above (which amendment shall contain termination thereof as described in the terms mutually agreed to second preceding sentence, the First Right described herein is intended by the parties for Tenants lease of such space), then Landlord's obligations under this Section shall automatically terminate at the end of such ten-day period. Notwithstanding anything to the contrary contained in this Section, if Tenant's First Right as set forth in this Section is still in effect at be valid through the end of the initial five-year Term, such First Right will automatically terminate on sixtieth (60th) calendar month after the last day thereofdate of issuance of all governmental approvals of substantial completion of the Phase II Building shell and shall be of no further force or effect thereafter. The purpose of this Section 2 is to provide notice to Tenant JDA so that Tenant JDA may be in a position to offer to lease such space portions of the Phase II Building on a competitive basis with others, and, notwithstanding anything to the contrary contained in this SectionSection 2, nothing in this Section shall be deemed to be an option or right of first refusal.. [OPUS LETTERHEAD]

FIRST RIGHT OF OFFER. Subject to 1. Tenant shall, provided the Lease is in full force and effect and Tenant is not in default under any of the other terms and conditions set forth of the lease at the time of notification or commencement nor during any three months (consecutive or non-consecutive) in this Sectionany twelve (12) month period, Landlord hereby grants to Tenant have the first right ("First Right") to be offered by Landlord the opportunity to lease the Expansion Premises consisting of approximately 1,400 rentable 27,600 square feet of in the following increments as such space located becomes available: 2004 Xxxxxx Avenue, approximately 10,800 square feet and 2016 Xxxxxx Avenue, approximately 16,800 square feet as shown on the second floor Exhibit "A" attached hereto. Landlord shall give written notice to Tenant of the Building availability of the Expansion Premises and designated on EXHIBIT "C" attached hereto and incorporated herein by this reference Ifupon receipt of such notice, at any time while this First Right is Tenant shall have a period of seven (7) business days in effectwhich to exercise Tenant's right to lease said space, failing which Landlord should intend to may lease such space to a any third party lesseeon whatever basis Landlord desires, then Landlord and Tenant shall first offer have no further rights with respect to lease the space covered by such notice. 2. If Tenant exercises an expansion option hereunder,, the Expansion Premises shall automatically be included in the Premises and the Annual Rent, as adjusted, shall be applied thereto, in accordance with the provisions hereof, effective as of the date of availability of such space specified in Landlord's notice to Tenant, or such later date as the space actually becomes available. If Landlord offers to Lease Tenant's Proportionate Share shall increase accordingly. The lease term for such Expansion Premises shall be negotiated, but, not less than a minimum of one (1) year. 3. All space to leased by Tenant pursuant to this Section expansion option shall be on an "as is" basis. 4. The Annual rent for the Expansion Premises prior to any rent adjustment shall be the market rate for comparable space in the Building and in other buildings of like quality in the same rental market as of the date the extension term is to commence. In no event shall the Annual Rent on a rentable square foot basis for the Expansion Premises be less than the Annual rent on a square foot basis paid by Tenant for its initial Leased Premises as increased by any rent adjustment pursuant to the Lease. Landlord shall give to Tenant written notice of the annual rent which shall be applicable for the Expansion Premises at the time that notice of the availability of the space is given to Tenant. Landlord and Tenant desires to lease such space, shall have thirty (30) days after Landlord receives notification from Tenant will, within five (5) Business Days of its receipt of LandlordTenant's notice, prepare and provide to Landlord a letter of intent describing the terms on which Tenant desires to lease such space from Landlord, and Tenant will, within ten (10) Business Days of its receipt of Landlord's notice, prepare and provide to Landlord a space plan for such space. If Tenant notices Landlord in writing within such five-day period that Tenant does not desire to lease such space, or if Tenant does not provide Landlord with a letter of intent within such five-day period, then, said Expansion Premises in either of the above instances, Landlord's obligations under this Section will automatically terminate and Landlord will thereafter be entitled which to lease such space. If Tenant provides Landlord with a letter of intent within such five-day period, the parties shall thereafter negotiate for Tenant's lease of the space from Landlord; provided, however, that if Landlord and Tenant are unable to mutually agree upon the terms of Tenant's lease of such space and to execute a written amendment to this Lease within the ten-day period referenced above (which amendment shall contain the terms mutually agreed to by the parties for Tenants lease of such space), then Landlord's obligations under this Section shall automatically terminate at the end of such ten-day period. Notwithstanding anything to the contrary contained in this Section, if Tenant's First Right as set forth in this Section is still in effect at the end of the initial five-year Term, such First Right will automatically terminate on the last day thereof. The purpose of this Section is new annual rent, failing which Tenant shall have no further rights with respect to provide notice to Tenant so that Tenant may be in a position to offer to lease space covered by such space on a competitive basis with others, and, notwithstanding anything to the contrary contained in this Section, nothing in this Section shall be deemed to be an option or right of first refusalnotice.

FIRST RIGHT OF OFFER. Subject 25 After the Commencement Date, Tenant shall have a one-time first right to lease space contiguous to the Premises and the New Premises (the "Additional Space") in the Building, provided: (a) This right of first offer is subordinate to the rights of (i) the current tenant in the Additional Space to renew, extend or otherwise negotiate a new lease for the Additional Space, (ii) all future tenants in such apace, to renew or extend their leanest and (iii) existing tenants to the Additional Space as of the date of execution of this Lease, (b) Tenant is not in default under this Lease, either at the time the Additional Space becomes available or at the time Tenant is to take occupancy of the Additional Space; (c) Landlord has made a good faith determination that Tenant remains creditworthy, (d) Tenant must lease all of the Additional Space offered; (e) Tenant exercises its option as provided in this Section by delivering to Landlord written notice of its intention within three (3) business days after Landlord has notified Tenant that the Additional Space is available; (f) All terms of the lease of the Additional Space shall be upon those terms and conditions set forth as are negotiated in this Section, Landlord hereby grants to good faith between the parties; and (g) Tenant executes an addendum or a new lease for the first right Additional Space within twenty ("First Right"20) to be offered by Landlord the opportunity days after Landlord's receipt of Tenant's notice to lease the approximately 1,400 rentable square feet of space located on the second floor Additional Space; and If Tenant fails to comply with each of the Building above conditions within the time specified, then this right of first offer will lapse and designated on EXHIBIT "C" attached hereto be of no further force and incorporated herein by this reference If, at any time while this First Right is in effect, and Landlord should intend shall have the right to lease such space all or any part of the Additional Space to a third party lesseeunder the same or any other forms and conditions, then Landlord shall whether or not such terms and conditions are more or less favorable than those offered to Tenant. This right of first offer to lease such space to Tenant. If Landlord offers to Lease such space the Additional Space is personal to Tenant pursuant to this Section and Tenant desires to lease such space, Tenant will, within five (5) Business Days of its receipt of Landlord's notice, prepare and provide to Landlord a letter of intent describing the terms on which Tenant desires to lease such space from Landlord, and Tenant will, within ten (10) Business Days of its receipt of Landlord's notice, prepare and provide to Landlord a space plan for such space. If Tenant notices Landlord in writing within such fiveis non-day period that Tenant does not desire to lease such space, or if Tenant does not provide Landlord with a letter of intent within such five-day period, then, in either of the above instances, Landlord's obligations under this Section will automatically terminate and Landlord will thereafter be entitled to lease such space. If Tenant provides Landlord with a letter of intent within such five-day period, the parties shall thereafter negotiate for Tenant's lease of the space from Landlord; provided, however, that if Landlord and Tenant are unable to mutually agree upon the terms of Tenant's lease of such space and to execute a written amendment to this Lease within the ten-day period referenced above (which amendment shall contain the terms mutually agreed to by the parties for Tenants lease of such space), then Landlord's obligations under this Section shall automatically terminate at the end of such ten-day period. Notwithstanding anything to the contrary contained in this Section, if Tenant's First Right as set forth in this Section is still in effect at the end of the initial five-year Term, such First Right will automatically terminate on the last day thereof. The purpose of this Section is to provide notice to Tenant so that Tenant may be in a position to offer to lease such space on a competitive basis with others, and, notwithstanding anything to the contrary contained in this Section, nothing in this Section shall be deemed to be an option or right of first refusal.transferable

FIRST RIGHT OF OFFER. Subject to the terms and conditions set forth in this SectionArticle XXXIII, Landlord Lessor hereby grants to Tenant Lessee the first right ("First Right") to be offered by Landlord Lessor the opportunity to lease the approximately 1,400 rentable square feet of space located on the second floor of the Building and shown as designated on EXHIBIT "C" Exhibit attached hereto and incorporated herein by this reference reference. If, at any time while this First Right is in effect, Landlord Lessor should intend to lease such space to a third party lesseetenant, then Landlord Lessor shall first offer to lease such space to TenantLessee. If Landlord In the event Lessor offers to Lease such space to Tenant Lessee pursuant to this Section and Tenant desires to lease such spaceArticle XXXIII, Tenant will, Lessee shall notify Lessor in writing within five (5) Business Days days of its receipt of LandlordLessor's notice, prepare and provide notice whether Lessee desires to Landlord a letter of intent describing the terms on which Tenant desires offer to lease such space from Landlord, and Tenant will, within ten (10) Business Days of its receipt of Landlord's notice, prepare and provide to Landlord a space plan for such spaceLessor. If Tenant notices Landlord Lessee notifies Lessor in writing within such five-day period that Tenant Lessee does not desire to lease such space, or if Tenant Lessee does not provide Landlord with a letter of intent respond in writing to Lessor's notice within such five-day period, then, in either of the above instances, LandlordLessor's obligations under this Section will Article XXXIII shall automatically terminate and Landlord will be of no further force or effect and Lessor shall thereafter be entitled to lease such space. If Tenant provides Landlord with a letter of intent Lessee notifies Lessor in writing within such fivetwo-day periodperiod that Lessee desires to lease such space from Lessor, the parties shall thereafter negotiate for TenantLessee's lease of the space from LandlordLessor; provided, however, that if Landlord Lessor and Tenant are unable Lessee fail to mutually agree upon the terms of TenantLessee's lease of such space and to execute a written amendment to this Lease within ten (10) business days of the ten-day period referenced above date of Lessee's receipt of written notice (which amendment shall contain the terms mutually agreed to by the parties for Tenants Lessee's lease of such space), then LandlordLessor's obligations under this Section Article XXXIII shall automatically terminate and be of no further force or effect at the end of such ten-day ten (10) business days period. Notwithstanding anything to the contrary contained in this SectionArticle XXXIII, if Tenantin the event Lessee's First Right as set forth in this Section Article XXXIII is still in effect at the end of the initial fiveten-year Termterm of this Lease, such First Right will shall automatically terminate on the last day thereofof the initial ten-year term of this Lease. The purpose of this Section Article is to provide notice to Tenant Lessee so that Tenant Lessee may be in a position to offer to lease such space on a competitive basis with others, and, notwithstanding anything to the contrary contained in this SectionArticle XXXIII, nothing in this Section Article XXXIII shall be deemed to be an option or right of first refusal.

FIRST RIGHT OF OFFER. Subject Provided Tenant is not in default hereunder, during the Term, Tenant shall have the first right of offer (the "First Right of Offer") on available space in the Building (the "Expansion Space"). Landlord shall provide to Tenant written notice of such Expansion Space as it becomes available outlining the square footage and market terms and conditions set forth in this Section, Landlord hereby grants to similar quality flex buildings in the Research Triangle Park area. Tenant may exercise the first right ("First Right") to be offered by Landlord the opportunity to lease the approximately 1,400 rentable square feet of space located on the second floor of the Building and designated on EXHIBIT "C" attached hereto and incorporated herein by this reference If, at any time while this First Right is in effect, Landlord should intend of Offer only by delivering to lease such space to a third party lessee, then Landlord shall first offer to lease such space to Tenant. If Landlord offers to Lease such space to Tenant pursuant to this Section and Tenant desires to lease such space, Tenant willLandlord, within five ten (510) Business Days of its business days after receipt of Landlord's notice, prepare and provide a written notice of Tenant's election to Landlord a letter exercise the First Right of intent describing Offer. In the terms on which event Tenant desires does not respond to lease such space from Landlord, and Tenant will, 's notice within the said ten (10) Business Days of its receipt of Landlord's notice, prepare and provide to Landlord a space plan for such space. If Tenant notices Landlord in writing within such five-day period that Tenant does not desire to lease such space, or if Tenant does not provide Landlord with a letter of intent within such five-day period, thenthen Landlord may pursue other interested tenants. However, in either if Tenant exercises its First Right of the above instancesOffer, Landlord's obligations under this Section will automatically terminate then Tenant and Landlord will thereafter be entitled shall commence good faith negotiations to lease such space. If the Expansion Space under the following conditions: (i) the terms of said lease shall be at the then current market terms and rates negotiated by Landlord and Tenant, however, if Landlord and Tenant provides Landlord with can not agree upon a letter of intent within such five-day periodrental rate, the parties rental rate shall thereafter negotiate be determined by arbitration, (ii) this Lease shall be amended to incorporate the terms of leasing the Expansion Space and the term of any lease for Tenant's lease of the space from LandlordExpansion Space shall expire on the Termination Date; provided, however, that if Landlord and Tenant are unable this Lease is not amended to mutually agree upon incorporate the terms of Tenant's leasing the Expansion Space, then the lease term for such Expansion Space shall expire on the Expiration Date; and (iii) if Tenant exercises its First Right of such space and to execute a written amendment to Offer during the last year of the Term, then this Lease within the ten-day period referenced above (which amendment shall contain the terms mutually agreed to by the parties for Tenants lease of such space), then Landlord's obligations under this Section shall automatically terminate at the end of such ten-day period. Notwithstanding anything to the contrary contained in this Section, if Tenant's First Right as set forth in this Section is still in effect at the end of the initial five-year Term, such First Right will automatically terminate on the last day thereof. The purpose of this Section is to provide notice to Tenant so that Tenant may be in a position to offer to lease such space on a competitive basis with others, and, notwithstanding anything to the contrary contained in this Section, nothing in this Section FOR THE EXPANSION SPACE ONLY shall be deemed amended to be an option or right extend the Term for a minimum of first refusalthree (3) years.

FIRST RIGHT OF OFFER. Subject to Subsection B below, and subject to any expansion or renewal options of any current tenant in the terms and conditions set forth in this Section, Building (a "PRIOR TENANT") Landlord hereby grants to Tenant for the term of the Lease a right of first right ("First Right") to be offered by Landlord offer for the opportunity to lease the approximately 1,400 rentable square feet of remaining space located on the second third and fourth floor of the Building and designated on EXHIBIT (collectively, the "C" attached hereto and incorporated herein by this reference IfRofo Space "), at to be exercised in accordance with Subsection A below. ------------ A. If any time while this First Right is in effectROFO Space becomes available for lease to anyone other than a Prior Tenant, Landlord should intend shall so notify Tenant ("LANDLORD'S ROFO NOTICE") identifying ------------------ the available ROFO Space (the "Subject ROFO Space"). Landlord's ROFO Notice may ------------------ be given up to sixteen (16) months in advance of such availability and shall contain the terms upon which Landlord intends to offer the Subject ROFO Space for lease to the market. Tenant shall notify Landlord within ten (10) days of receipt of Landlord's ROFO Notice whether it desires to lease the Subject ROFO Space on the terms set forth in Landlord's ROFO Notice. If Tenant does not notify Landlord within said I O-day period that it will lease the Subject ROFO Space, Tenant shall be deemed to have refused the Subject ROFO Space. After any refusal, Tenant shall have no further right of first offer for such Subject ROFO Space and Landlord shall I be free to lease such space to a third any party lessee, then Landlord shall for any term. If Tenant exercises its right of first offer with respect to lease the Subject ROFO Space, such space shall be added to Tenant. If Landlord offers the Premises for all purposes of this lease for the remaining Term of the Lease (but in no event less than [three (3)] years) on (a) the terms specified in Landlord's ROFO Notice, and (b) the terms of this Lease to Lease such space to Tenant pursuant to this Section and Tenant desires to lease such spacethe extent that they do not conflict with the terms specified in Landlord's ROFO Notice, Tenant will, within five (5) Business Days of its receipt except that the terms of Landlord's notice, prepare and provide to Landlord a letter of intent describing the terms on which Tenant desires to lease such space from LandlordROFO Notice shall not apply during any Renewal Term, and Tenant willinstead, within ten (10) Business Days of its receipt of Landlord's notice, prepare and provide to Landlord a space plan for such space. If Tenant notices Landlord in writing within such five-day period that Tenant does not desire to lease such space, or if Tenant does not provide Landlord with a letter of intent within such five-day period, then, in either of the above instances, Landlord's obligations under this Section will automatically terminate and Landlord will thereafter be entitled to lease such space. If Tenant provides Landlord with a letter of intent within such five-day period, the parties shall thereafter negotiate for Tenant's lease of the space from Landlord; provided, however, that if Landlord and Tenant are unable to mutually agree upon the terms of the Lease applying to the remainder of the Premises during the Renewal Term shall also apply to the Subject ROFO Space. B. Tenant's lease right of such space and first offer is subject to execute a written amendment to the conditions that: (i) on the date that Tenant delivers its notice exercising its right of first offer, Tenant is not in default under this Lease within after the ten-day period referenced above expiration of any applicable notice and cure periods, and (ii) Tenant shall not have assigned the Lease, or sublet any portion of the Premises under a sublease which amendment shall contain the terms mutually agreed to by the parties for Tenants lease of such space), then Landlord's obligations under this Section shall automatically terminate at the end of such ten-day period. Notwithstanding anything to the contrary contained in this Section, if Tenant's First Right as set forth in this Section is still in effect at any time during the end period commencing with Tenant's delivery of the initial five-year Term, such First Right will automatically terminate its notice and ending on the last day thereof. The purpose of this Section date the ROFO Space is to provide notice to Tenant so that Tenant may be in a position to offer to lease such space on a competitive basis with others, and, notwithstanding anything added to the contrary contained in this Section, nothing in this Section shall be deemed to be an option or Premises. C. Promptly after Tenant's exercise of its right of first refusaloffer, Landlord shall execute and deliver to Tenant an amendment to the Lease to reflect changes in the Premises, Base Rent, Tenant's Proportionate Share and any other appropriate terms changed by the addition of the ROFO Space. Within 15 days thereafter, Tenant shall execute and return the amendment.

FIRST RIGHT OF OFFER. Subject to the So long as no Event of Default then exists under this Lease and Tenant is then in compliance with ail terms and conditions set forth in of this SectionLease, Landlord hereby grants to Tenant will have the first right ("“First Right"”) to be offered by Landlord the opportunity to lease the approximately 1,400 7,539 rentable square feet of space located commonly known as Suite 200 on the second floor of the Building and designated on EXHIBIT "C" attached hereto and incorporated herein by this reference If, at any time while this (the “First Right Space”). The First Right is subject to the terms and conditions set forth in effect, Landlord should intend this Section 17.5 and is further subject to Landlord’s existing lease (as of the Lease Date) of such space to a third party lessee, then Landlord shall first offer to lease such space to Tenanttenant (the “Existing Suite 200 Lease”). If Landlord offers at any time after the Commencement Date, the Existing Suite 200 Lease expires (which lease is presently scheduled to Lease such space to Tenant pursuant to this Section expire on December 31, 2012) or sooner terminates as the result of the default of the existing tenant (but not as the result of a voluntary termination or lease forgiveness by Landlord) and Tenant desires has met the requirements necessary to lease such spaceexercise the First Right, Landlord will first notify Tenant will, that the First Right Space is available for lease. Landlord’s notice will contain all economic terms and conditions of Landlord’s proposed leasing of the First Right Space. Tenant must notify Landlord in writing within five (5) Business Days of its receipt receiving Landlord’s notice (time being of Landlord's notice, prepare and provide to Landlord a letter of intent describing the terms on which essence) whether Tenant desires to lease such space the First Right Space from Landlord on the terms set forth in Landlord, and Tenant will, within ten (10) Business Days of its receipt of Landlord's ’s notice, prepare and provide to Landlord a space plan for such space. If Tenant notices notifies Landlord in writing within such five-day period that Tenant does not desire to lease such spacethe First Right Space, or if Tenant does not provide Landlord with a letter of intent respond in writing to Landlord’s notice within such five-day five (5) Business Day period, then, in either of then Landlord may freely lease the above instances, First Right Space without restriction and Landlord's ’s obligations under this Section will 17.5 shall thereafter automatically terminate and be of no further force or effect; provided, however, if a lease of the First Right Space to another tenant (or tenants, as applicable) on substantially the same (as hereinafter defined) economic terms is not consummated within six (6) months next following the lapse of the above-mentioned notice periods, as applicable, then Tenant’s First Right as to such First Right Space shall be reinstated. For purposes of the preceding sentence, the terms and conditions of Landlord’s lease of the First Right Space to another tenant (or tenants, as applicable) shall be “substantially the same” as the terms and conditions offered to Tenant if Landlord will thereafter be entitled leases the First Right Space with an effective rental rate equal to lease such spaceat least eighty-five percent (85%) of that offered to Tenant and for a term at least eighty-five percent (85%) as long as the term proposed in the notice to Tenant from Landlord. If Tenant provides timely notifies Landlord with a letter of intent in writing within such five-day periodfive (5) Business Day period that Tenant desires to lease the First Right Space on the terms and conditions contained within Landlord’s notice, the parties shall will thereafter negotiate the documentation for Tenant's ’s lease of the space First Right Space from Landlord; provided, however, that if in the event Tenant exercises Tenant’s first right to lease the First Right Space and the commencement date for the First Right Space occurs within the first twelve (12) months of the initial Term, then in that event the same terms and conditions as are applicable to the original Premises under this Lease shall apply to the First Right Space, with an appropriately prorated tenant improvement allowance to reflect the reduced lease term with regard to the First Right Space as well as the condition of the then-existing tenant improvements within the First Right Space. If Landlord and Tenant are unable fail to mutually agree upon the terms of documentation memorializing Tenant's ’s lease of such space the First Right Space and to execute a written amendment to this Lease within the ten-day period referenced above ten (which amendment shall contain the terms mutually agreed 10) days after Tenant delivers Tenant’s offer notice to by the parties for Tenants lease of such space)Landlord, then Landlord's ’s obligations under this Section 17.5 shall automatically terminate and be of no further force or effect at the end of such ten-ten (10) day period. Notwithstanding anything , subject to the contrary contained in this Section, if Tenant's First Right reinstatement as set forth expressly provided above in this Section 17.5. If Tenant’s First Right is still in effect at the end of the initial five-year Term, such the First Right will shall automatically terminate on the last day thereofof the initial Term and will not apply during any extension of the Term. The purpose of this Section 17.5 is to provide notice to Tenant so that Tenant may be in a position to offer to lease such space on a competitive basis with others, and, notwithstanding anything to the contrary contained in this SectionSection 17.5, nothing in this Section 17.5 shall be deemed to be an option or right of first refusal.

FIRST RIGHT OF OFFER. Subject to the terms and conditions set forth in this SectionArticle XXXVI, Landlord Lessor hereby grants to Tenant Lessee the first right ("First Right") to be offered by Landlord Lessor the opportunity to lease the approximately 1,400 1,100 rentable square feet of space located on the second floor of the Building and shown as designated on EXHIBIT "C" Exhibit D attached hereto and incorporated herein by this reference reference. If, at any time while this First Right is in effect, Landlord Lessor should intend to lease such space to a third party lesseetenant, then Landlord Lessor shall first offer to lease such space to TenantLessee. If Landlord In the event Lessor offers to Lease such space to Tenant Lessee pursuant to this Section and Tenant desires to lease such spaceArticle XXXVI, Tenant will, Lessee shall notify Lessor in writing within five (5) Business Days days of its receipt of LandlordLessor's notice, prepare and provide notice whether Lessee desires to Landlord a letter of intent describing the terms on which Tenant desires offer to lease such space from Landlord, and Tenant will, within ten (10) Business Days of its receipt of Landlord's notice, prepare and provide to Landlord a space plan for such spaceLessor. If Tenant notices Landlord Lessee notifies in writing within such five-day period that Tenant Lessee does not desire to lease such space, or if Tenant Lessee does not provide Landlord with a letter of intent respond in writing to Lessor's notice within such five-day period, then, in either of the above instances, LandlordLessor's obligations under this Section will Article XXXVI shall automatically terminate and Landlord will be of no further force or effect and Lessor shall thereafter be entitled to lease such space. If Tenant provides Landlord with a letter of intent Lessee notifies Lessor in writing within such five-day periodperiod that Lessee desires to lease such space from Lessor, the parties shall thereafter negotiate for Tenant44 Lessee's lease of the space from LandlordLessor; provided, however, that if Landlord Lessor and Tenant are unable Lessee fail to mutually agree upon the terms of TenantLessee's lease of such space and to execute a written amendment to this Lease within seven (7) days of the ten-day period referenced above date of Lessee's receipt of written notice (which amendment shall contain the terms mutually agreed to by the parties for Tenants Lessee's lease of such space), then LandlordLessor's obligations under this Section Article XXXVI shall automatically terminate and be of no further force or effect at the end of such tenseven-day period. Notwithstanding anything to the contrary contained in this SectionArticle XXXVI, if Tenantin this event Lessee's First Right as set forth in this Section Article XXXVI is still in effect at the end of the initial five-year Termfive (5) year, zero (0) month term of this Lease, such First Right will shall automatically terminate on the last day thereofof the initial five (5) year, zero (0) month term of this Lease. The purpose of this Section Article is to provide notice to Tenant Lessee so that Tenant Lessee may be in a position to offer to lease such space on a competitive basis with others, and, notwithstanding anything to the contrary contained in this SectionArticle XXXVI, nothing in this Section Article XXXVI shall be deemed to be an option or right of first refusal.

FIRST RIGHT OF OFFER. Subject (a) If at any time during the term of this Amended Lease, Landlord determines to sell any of the individual properties listed on Exhibit "A" hereof or any portion thereof (the "Offered Property"), then Landlord will first offer ("First Offer") to Tenant the right and option to purchase the Offered Property (the "First Offer Right"). Such First Offer to Tenant shall be made in writing (the "Notice of Offer"), and shall set forth the price and other key economic and other terms and conditions upon which Landlord is prepared to sell the Offered Property ("Offered Terms"). The Notice of Offer shall also include the adjusted Base Rent for each of the Properties, if any, that remains subject to this Amended Lease following such proposed purchase by Tenant, which Base Rent shall be adjusted to reflect its then current fair market rental value in accordance with the valuation procedures set forth in this SectionSection 2.3 above. Tenant shall have the right, for a period of thirty (30) days after Tenant's receipt of the Notice of Offer, to elect, by written notice to Landlord hereby grants to Tenant the first right ("Offer Acceptance Notice"), to purchase and take title to the Offered Property, at the price and upon the other terms set forth in the Notice of Offer. Tenant recognizes that Landlord may elect to offer the property to others at terms less favorable than those offered to Tenant; accordingly, Tenant agrees to treat the terms of such offer as confidential information and not to disclose the terms except Tenant may deliver copies thereof to its advisors, lenders, buyers, investors, attorney, and accountants if such persons are advised of the confidential nature of the offered terms and the obligation to hold such documents and information in strict confidence. (b) If Tenant elects to accept the First RightOffer, the parties will reasonably and diligently negotiate to develop, sign and deliver a definitive Purchase and Sale Agreement, and related documentation, based on the Offered Terms ("Definitive Documents") to be offered by Landlord the opportunity to lease the approximately 1,400 rentable square feet of space located on the second floor within thirty (30) days after Landlord's receipt of the Building and designated on EXHIBIT "C" attached hereto and incorporated herein by this reference If, at any time while this First Right is in effect, Landlord should intend to lease such space to a third party lessee, then Landlord shall first offer to lease such space to TenantOffer Acceptance Notice. If Landlord offers to Lease such space to Tenant pursuant to this Section and Tenant desires to lease such space, Tenant will, within five (5) Business Days of its receipt of Landlord's notice, prepare and provide to Landlord a letter of intent describing the terms on which Tenant desires to lease such space from Landlord, and Tenant will, within ten (10) Business Days of its receipt of Landlord's notice, prepare and provide to Landlord a space plan for such space. If Tenant notices Landlord in writing within such five-day period that Tenant does not desire to lease such space, or if Tenant does not provide Landlord with a letter of intent receive the Offer Acceptance Notice within such five-the required thirty (30) day period, then, in either of the above instances, Landlord's obligations under this Section will automatically terminate and Landlord will thereafter be entitled to lease such space. If Tenant provides Landlord with a letter of intent within such five-day period, the parties shall thereafter negotiate for Tenant's lease of the space from Landlord; provided, however, that if or Landlord and Tenant are unable to mutually reach agreement on and sign and deliver the Definitive Documents within the required thirty (30) day period, then Landlord will be free for a period of one (1) year to sell and transfer the Offered Property to any other third party unaffiliated with Landlord, provided it does so for an aggregate purchase price of no less than the purchase price reflected in the Notice of Offer and on other terms which, in the aggregate, are not materially less favorable to Landlord than the other terms reflected in the Notice of Offer. If the parties timely agree upon and deliver the terms Definitive Documents, the closing on the purchase of Tenant's lease the Offered Property shall be completed within sixty (60) days after such execution and delivery of such space the Definitive Documents and to execute a written amendment to this Lease within the ten-day period referenced above (which amendment purchase price shall contain the terms mutually be made in cash or other immediately available funds upon closing, unless otherwise agreed to by the parties parties. In the event Landlord seeks to sell any of its Property for Tenants lease an aggregate purchase price of such space)less than the purchase price reflected in the Notice of Offer or on other terms which, then Landlord's obligations under in the aggregate, are materially less favorable to Landlord than the other terms reflected in the Notice of Offer, Landlord shall again comply with the provisions of this Section shall automatically terminate at Article XXIV prior to entering into any transaction for the end of such ten-day period. Notwithstanding anything to the contrary contained in this Section, if Tenant's First Right as set forth in this Section is still in effect at the end sale of the initial five-year Term, such First Right will automatically terminate on Property. Any dispute as to whether the last day thereof. The purpose of this Section is other purchase terms are materially less favorable to provide notice to Tenant so that Tenant may be in a position to offer to lease such space on a competitive basis with others, and, notwithstanding anything to the contrary contained in this Section, nothing in this Section Landlord shall be deemed to be an option or right of first refusalresolved by arbitration in accordance with Section 20.22 (d) the expedited arbitration provision.

FIRST RIGHT OF OFFER. Subject to the terms and conditions set forth in this SectionArticle XXXV, Landlord Lessor hereby grants to Tenant Lessee the first right ("First Right") to be offered by Landlord the opportunity Lessor to lease the approximately 1,400 rentable square feet of space located on the second floor certain portions of the Building. However, except for the Premises leased to Lessee at the commencement of the term of this Lease, Lessee agrees that the First Right shall apply only to the balance of the leasable area in the Building (not so leased by Lessee) and designated on EXHIBIT "C" attached hereto and incorporated herein only after the expiration or earlier termination of leases with third party tenants, procured by this reference Lessor as the initial or subsequent occupants of such balance. If, at any time while this First Right is in effect, Landlord Lessor should intend to lease such space to a third party lesseetenant subsequent to the initial third party tenant, then Landlord Lessor shall first offer to lease such space to TenantLessee. If Landlord In the event Lessor offers to Lease such space to Tenant Lessee pursuant to this Section and Tenant desires to lease such spaceArticle XXXV, Tenant will, Lessee shall notify Lessor in writing within five thirty (530) Business Days days of its receipt of LandlordLessor's notice, prepare and provide notice whether Lessee desires to Landlord a letter of intent describing the terms on which Tenant desires offer to lease such space from Landlord, and Tenant will, within ten (10) Business Days of its receipt of Landlord's notice, prepare and provide to Landlord a space plan for such spaceLessor. If Tenant notices Landlord Lessee notifies Lessor in writing within such fivethirty-day period that Tenant Lessee does not desire to lease such space, or if Tenant Lessee does not provide Landlord with a letter of intent respond in writing to Lessor's notice within such fivethirty-day period, then, in either of the above instances, LandlordLessor's obligations under this Section will Article XXXV shall automatically terminate as to that space at that time and Landlord will Lessor shall thereafter be entitled to lease such space. If Tenant provides Landlord with a letter of intent Lessee notifies Lessor in writing within such fivethirty-day periodperiod that Lessee desires to lease such space from Lessor, the parties shall thereafter negotiate for TenantLessee's lease of the space from LandlordLessor; provided, however, that if Landlord Lessor and Tenant are unable Lessee fail to mutually agree upon the terms of TenantLessee's lease of such space and to execute a written amendment to this Lease within ten (10) business days of the ten-day period referenced above date of Lessee's receipt of written notice (which amendment shall contain the terms mutually agreed to by the parties for Tenants Lessee's lease of such space), then LandlordLessor's obligations under this Section Article XXXV shall automatically terminate and be of no further force or effect at the end of such ten-day periodten (10) business days period with respect to such space, until after it has again been leased to a third party tenant. Notwithstanding anything This First Right described herein is intended by the parties to be valid throughout the term of this Lease, including any renewals of said term, however, the terms of any amendment to include any additional space within the "Premises" shall consider the remaining term of this Lease, and to appropriately prorate (and thereby reduce) any concessions or allowances otherwise made by Lessor, so as to result in a realization by Lessor of a substantially equivalent economic return in regard to the contrary contained in this Section, if Tenant's First Right as set forth in this Section is still in effect at the end of the initial five-year Term, such First Right will automatically terminate on the last day thereofadditional space. The purpose of this Section Article is to provide notice to Tenant Lessee so that Tenant Lessee may be in a position to offer to lease such space on a competitive basis with others, and, notwithstanding anything to the contrary contained in this SectionArticle XXXV, nothing in this Section Article XXXV shall be deemed to be an option or right of first refusal.