Common use of FIRST RIGHT OF OFFER Clause in Contracts

FIRST RIGHT OF OFFER. Subject to the terms and conditions set forth in this Article XXXVI, Lessor hereby grants to Lessee the first right ("First Right") to be offered by Lessor the opportunity to lease the approximately 1,100 rentable square feet of space shown as designated on Exhibit D attached hereto and incorporated herein by this reference. If, at any time while this First Right is in effect, Lessor should intend to lease such space to a third party tenant, then Lessor shall first offer to lease such space to Lessee. In the event Lessor offers to Lease such space to Lessee pursuant to this Article XXXVI, Lessee shall notify Lessor in writing within five (5) days of its receipt of Lessor's notice whether Lessee desires to offer to lease such space from Lessor. If Lessee notifies in writing within such five-day period that Lessee does not desire to lease such space, or if Lessee does not respond in writing to Lessor's notice within such five-day period, then, in either of the above instances, Lessor's obligations under this Article XXXVI shall automatically terminate and be of no further force or effect and Lessor shall thereafter be entitled to lease such space. If Lessee notifies Lessor in writing within such five-day period that Lessee desires to lease such space from Lessor, the parties shall thereafter negotiate for 44 Lessee's lease of the space from Lessor; provided, however, that if Lessor and Lessee fail to mutually agree upon the terms of Lessee's lease of such space and to execute a written amendment to this Lease within seven (7) days of the date of Lessee's receipt of written notice (which amendment shall contain the terms mutually agreed to by the parties for Lessee's lease of such space), then Lessor's obligations under this Article XXXVI shall automatically terminate and be of no further force or effect at the end of such seven-day period. Notwithstanding anything to the contrary contained in this Article XXXVI, in this event Lessee's First Right as set forth in this Article XXXVI is still in effect at the end of the initial five (5) year, zero (0) month term of this Lease, such First Right shall automatically terminate on the last day of the initial five (5) year, zero (0) month term of this Lease. The purpose of this Article is to provide notice to Lessee so that 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 Article XXXVI, nothing in this Article XXXVI shall be deemed to be an option or right of first refusal.

FIRST RIGHT OF OFFER. Subject So long as no Event of Default then exists under this Lease and Tenant is then in compliance with ail terms and conditions of this Lease, Tenant will have the first right (“First Right”) to be offered by Landlord the opportunity to lease the approximately 7,539 rentable square feet of space commonly known as Suite 200 on the second floor of the Building (the “First Right Space”). The First Right is subject to the terms and conditions set forth in this Article XXXVI, Lessor hereby grants Section 17.5 and is further subject to Lessee Landlord’s existing lease (as of the first right ("First Right"Lease Date) to be offered by Lessor the opportunity to lease the approximately 1,100 rentable square feet of space shown as designated on Exhibit D attached hereto and incorporated herein by this reference. If, at any time while this First Right is in effect, Lessor should intend to lease such space to a third party tenanttenant (the “Existing Suite 200 Lease”). If at any time after the Commencement Date, then Lessor shall the Existing Suite 200 Lease expires (which lease is presently scheduled to 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 has met the requirements necessary to exercise the First Right, Landlord will first offer to lease such space to Lesseenotify Tenant that the First Right Space is available for lease. In Landlord’s notice will contain all economic terms and conditions of Landlord’s proposed leasing of the event Lessor offers to Lease such space to Lessee pursuant to this Article XXXVI, Lessee shall First Right Space. Tenant must notify Lessor Landlord in writing within five (5) days Business Days of its receipt receiving Landlord’s notice (time being of Lessor's notice the essence) whether Lessee Tenant desires to offer to lease such space the First Right Space from LessorLandlord on the terms set forth in Landlord’s notice. If Lessee Tenant notifies in writing within such five-day period Landlord that Lessee Tenant does not desire to lease such spacethe First Right Space, or if Lessee Tenant does not respond in writing to Lessor's Landlord’s notice within such five-day five (5) Business Day period, then, in either of then Landlord may freely lease the above instances, Lessor's First Right Space without restriction and Landlord’s obligations under this Article XXXVI Section 17.5 shall thereafter automatically terminate and be of no further force or effect 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 Lessor conditions of Landlord’s lease of the First Right Space to another tenant (or tenants, as applicable) shall thereafter be entitled “substantially the same” as the terms and conditions offered to lease such spaceTenant if Landlord leases the First Right Space with an effective rental rate equal to at 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 Lessee Tenant timely notifies Lessor Landlord in writing within such five-day five (5) Business Day period that Lessee Tenant desires to lease such space from Lessorthe First Right Space on the terms and conditions contained within Landlord’s notice, the parties shall will thereafter negotiate the documentation for 44 Lessee's Tenant’s lease of the space First Right Space from LessorLandlord; provided, however, that if Lessor in the event Tenant exercises Tenant’s first right to lease the First Right Space and Lessee 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 fail to mutually agree upon the terms of Lessee's documentation memorializing Tenant’s lease of such space the First Right Space and to execute a written amendment to this Lease within seven ten (710) days of the date of Lessee's receipt of written after Tenant delivers Tenant’s offer notice (which amendment shall contain the terms mutually agreed to by the parties for Lessee's lease of such space)Landlord, then Lessor's Landlord’s obligations under this Article XXXVI Section 17.5 shall automatically terminate and be of no further force or effect at the end of such seven-ten (10) day period. Notwithstanding anything , subject to the contrary contained reinstatement as expressly provided above in this Article XXXVI, in this event Lessee's Section 17.5. If Tenant’s First Right as set forth in this Article XXXVI is still in effect at the end of the initial five (5) yearTerm, zero (0) month term of this Lease, such the First Right shall automatically terminate on the last day of the initial five (5) year, zero (0) month term Term and will not apply during any extension of this Leasethe Term. The purpose of this Article Section 17.5 is to provide notice to Lessee Tenant so that Lessee 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 Article XXXVISection 17.5, nothing in this Article XXXVI 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 Article XXXVIXXXV, Lessor hereby grants to Lessee the first right ("First Right") to be offered by Lessor the opportunity to lease certain portions of the approximately 1,100 rentable square feet Building. However, except for the Premises leased to Lessee at the commencement of space shown 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 only after the expiration or earlier termination of leases with third party tenants, procured by Lessor as designated on Exhibit D attached hereto and incorporated herein by this referencethe initial or subsequent occupants of such balance. If, at any time while this First Right is in effect, Lessor should intend to lease such space to a third party tenant subsequent to the initial third party tenant, then Lessor shall first offer to lease such space to Lessee. In the event Lessor offers to Lease such space to Lessee pursuant to this Article XXXVIXXXV, Lessee shall notify Lessor in writing within five thirty (530) days of its receipt of Lessor's notice whether Lessee desires to offer to lease such space from Lessor. If Lessee notifies Lessor in writing within such fivethirty-day period that Lessee does not desire to lease such space, or if Lessee does not respond in writing to Lessor's notice within such fivethirty-day period, then, in either of the above instances, Lessor's obligations under this Article XXXVI XXXV shall automatically terminate and be of no further force or effect as to that space at that time and Lessor shall thereafter be entitled to lease such space. If Lessee notifies Lessor in writing within such fivethirty-day period that Lessee desires to lease such space from Lessor, the parties shall thereafter negotiate for 44 Lessee's lease of the space from Lessor; provided, however, that if Lessor and Lessee fail to mutually agree upon the terms of Lessee's lease of such space and to execute a written amendment to this Lease within seven ten (710) business days of the date of Lessee's receipt of written notice (which amendment shall contain the terms mutually agreed to by the parties for Lessee's lease of such space), then Lessor's obligations under this Article XXXVI XXXV shall automatically terminate and be of no further force or effect at the end of such seven-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 to the contrary contained in this Article XXXVI, in this event Lessee's This First Right as set forth in this Article XXXVI described herein is still in effect at intended by the end of parties to be valid throughout the initial five (5) year, zero (0) month term of this Lease, such First Right including any renewals of said term, however, the terms of any amendment to include any additional space within the "Premises" shall automatically terminate on consider the last day of the initial five (5) year, zero (0) month 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 additional space. The purpose of this Article is to provide notice to Lessee so that 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 Article XXXVIXXXV, nothing in this Article XXXVI XXXV shall be deemed to be an option or right of first refusal.

FIRST RIGHT OF OFFER. Subject No later than 30 days prior to commencing marketing for releasing (as defined below) the terms and conditions set forth balance of the space in this Article XXXVIthe Building that becomes available (as defined below) (the "Offer Space"), Lessor hereby grants to Lessee the first right ("First Right") to be offered by Lessor the opportunity to lease the approximately 1,100 rentable square feet of space shown as designated on Exhibit D attached hereto and incorporated herein by this reference. If, at any time while this First Right is in effect, Lessor should intend to lease such space to a third party tenant, then Lessor shall first offer to lease such space to Lessee. In Lessee by a written notice (a "First Offer Notice") Lessee thereupon shall have the event Lessor offers right ("ROFO") to lease all of the Offer Space at the ROFO Fair Market Rent (as defined below) for the remaining term of the Lease such space (including the option to Lessee extend pursuant to this Article XXXVIParagraph 54 at the Monthly Base rent as determined therein for the application Extension Period). The ROFO shall be exercised by Lessee notifying Lessor, Lessee shall notify Lessor in writing within five (5) ten days after Lessee's receipt of the First Offer Notice, of Lessee's exercise of its receipt of Lessor's notice whether Lessee desires to offer right to lease such space from LessorOffer Space upon the terms set forth herein. If Lessee so notifies in writing within such five-day period that Lessee does not desire to lease such spaceLessor, or if Lessee does not respond in writing to Lessor's notice within such five-day period, then, in either of the above instances, Lessor's obligations under this Article XXXVI shall automatically terminate and be of no further force or effect and Lessor shall thereafter be entitled deliver the Offer Space to lease such space. If Lessee notifies Lessor in writing within such five-day period that Lessee desires to lease upon the date such space from Lessor, the parties is available and shall thereafter negotiate for 44 Lessee's lease of the space from Lessor; provided, however, that if Lessor and Lessee fail to mutually agree upon the terms of Lessee's lease of such space and to execute a written prepare an amendment to this Lease within seven (7) days of adding the Offer Space to the Premises on the date of delivery on the terms set forth herein, which amendment shall be delivered to Lessee promptly after exercise and executed by Lessee within 15 days after Lessee's receipt of written notice (which amendment same from Lessor. For purposes of this Paraxxxxx 00, XXXX Xxxx Xxxxxx Xxxt shall contain mean the terms mutually agreed to by the parties monthly Base Rent then being charged for Lessee's lease comparable space and comparable deals in buildings of such similar size and construction in Anaheim, Yorbx Xxxxx xxx Fullxxxxx. Xx determining comparable space), then Lessor's obligations under this Article XXXVI appropriate consideration shall automatically terminate and be of no further force or effect at the end of such seven-day period. Notwithstanding anything given to the contrary level and type of improvements contained in this Article XXXVI, in this event Lessee's First Right as set forth in this Article XXXVI is still in effect at the end of the initial five (5) year, zero (0) month term of this Lease, such First Right shall automatically terminate on the last day of the initial five (5) year, zero (0) month term of this LeaseOffer Space. The purpose of this Article is to provide notice to Lessee so that 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 Article XXXVI, nothing in this Article XXXVI 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 Article XXXVI, Lessor hereby grants to Lessee similar quality flex buildings in the first right ("First Right") to be offered by Lessor Research Triangle Park area. Tenant may exercise the opportunity to lease the approximately 1,100 rentable square feet of space shown as designated on Exhibit D attached hereto and incorporated herein by this reference. If, at any time while this First Right is in effectof Offer only by delivering to Landlord, Lessor should intend within ten (10) business days after receipt of Landlord's notice, a written notice of Tenant's election to lease such space to a third party tenant, then Lessor shall first offer to lease such space to Lesseeexercise the First Right of Offer. In the event Lessor offers to Lease such space to Lessee pursuant to this Article XXXVI, Lessee shall notify Lessor in writing within five (5) days of its receipt of Lessor's notice whether Lessee desires to offer to lease such space from Lessor. If Lessee notifies in writing within such five-day period that Lessee does not desire to lease such space, or if Lessee Tenant does not respond in writing to LessorLandlord's notice within such five-the said ten (10) day period, thenthen Landlord may pursue other interested tenants. However, in either if Tenant exercises its First Right of the above instancesOffer, Lessor's obligations under this Article XXXVI then Tenant and Landlord shall automatically terminate and be of no further force or effect and Lessor shall thereafter be entitled commence good faith negotiations to lease such space. If Lessee notifies Lessor in writing within such five-day period that Lessee desires to the Expansion Space under the following conditions: (i) the terms of said lease such space from Lessorshall be at the then current market terms and rates negotiated by Landlord and Tenant, however, if Landlord and Tenant can not agree upon a rental 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 44 Lessee's lease of the space from LessorExpansion Space shall expire on the Termination Date; provided, however, that if Lessor and Lessee fail this Lease is not amended to mutually agree upon incorporate the terms of Lessee'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 seven FOR THE EXPANSION SPACE ONLY shall be amended to extend the Term for a minimum of three (73) days years. ADDENDUM NUMBER THREE OPTION TO CANCEL Tenant shall have the right to cancel this Lease at any time between the thirty-sixth (36th) month and the forty-eighth (48th) month of the date initial lease term by providing Landlord twelve (12) months prior written notice between the twenty-fourth (24th) months and the thirty-sixth (36th) month of Lessee's receipt the initial lease term if: (i) Tenant is not in default under this Lease; (ii) Tenant ceases to operate in Wake or Durham counties; or (iii) if Tenant requires additional space of a minimum of fifty percent (50%) of the Demised Premises and Landlord is unable to deliver the additional space (either contiguous, within a close proximity or new space for the original and expanded space requirement) in a location mutually acceptable to Landlord and Tenant within twelve (12) months of written notice (which amendment shall contain the terms mutually agreed to by the parties for Lessee's lease of such space), then Lessor's obligations under this Article XXXVI shall automatically terminate and be of no further force or effect at the end of such seven-day period. Notwithstanding anything to the contrary contained in this Article XXXVI, in this event Lessee's First Right as set forth in this Article XXXVI is still in effect at the end from Tenant of the initial five (5) year, zero (0) month term of additional space requirement. If Tenant exercises its right to cancel this Lease, then prior to the effective date of any such First Right cancellation, Tenant shall automatically terminate on pay to Landlord, at the last day time the notice of the initial five (5) yearintent to cancel the Lease is delivered, zero (0) month term of this Lease. The purpose of this Article is to provide notice to Lessee so that Lessee may be a cancellation fee in a position to offer to lease such space on a competitive basis with others, and, notwithstanding anything an amount equal to the contrary contained in this Article XXXVI, nothing in this Article XXXVI shall be deemed to be an option or right sum of first refusalthree (3) months rent WHICH IS $192,203.10.

FIRST RIGHT OF OFFER. Subject No later than 30 days prior to commencing marketing for releasing (as defined below) the terms and conditions set forth balance of the space in this Article XXXVIthe Building that becomes available (as defined below) (the "Offer Space"), Lessor hereby grants to Lessee the first right ("First Right") to be offered by Lessor the opportunity to lease the approximately 1,100 rentable square feet of space shown as designated on Exhibit D attached hereto and incorporated herein by this reference. If, at any time while this First Right is in effect, Lessor should intend to lease such space to a third party tenant, then Lessor shall first offer to lease such space to Lessee. In Lessee by a written notice (a "First Offer Notice") Lessee thereupon shall have the event Lessor offers right ("ROFO") to lease all of the Offer Space at the ROFO Fair Market Rent (as defined below) for the remaining term of the Lease such space (including the option to Lessee extend pursuant to this Article XXXVIParagraph 54 at the Monthly Base Rent as determined therein for the applicable Extension Period). The ROFO shall be exercised by Lessee notifying Lessor, Lessee shall notify Lessor in writing within five (5) ten days after Lessee's receipt of the First Offer Notice, of Lessee's exercise of its receipt of Lessor's notice whether Lessee desires to offer right to lease such space from LessorOffer Space upon the terms set forth herein. If Lessee so notifies in writing within such five-day period that Lessee does not desire to lease such spaceLessor, or if Lessee does not respond in writing to Lessor's notice within such five-day period, then, in either of the above instances, Lessor's obligations under this Article XXXVI shall automatically terminate and be of no further force or effect and Lessor shall thereafter be entitled deliver the Offer Space to lease such space. If Lessee notifies Lessor in writing within such five-day period that Lessee desires to lease upon the date such space from Lessor, the parties is available and shall thereafter negotiate for 44 Lessee's lease of the space from Lessor; provided, however, that if Lessor and Lessee fail to mutually agree upon the terms of Lessee's lease of such space and to execute a written prepare an amendment to this Lease within seven (7) days of adding the Offer Space to the Premises on the date of delivery on the terms set forth herein, which amendment shall be delivered to Lessee promptly after exercise and executed by Lessee within 15 days after Lessee's receipt of written notice (which amendment same from Lessor. For purposes of this Paraxxxxx 00, XXXX Xxxx Xxxxxx Xxxt shall contain mean the terms mutually agreed to by the parties monthly Base Rent then being charged for Lessee's lease comparable space and comparable deals in buildings of such similar size and construction in Anaheim, Yorbx Xxxxx xxx Fullxxxxx. Xx determining comparable space), then Lessor's obligations under this Article XXXVI appropriate consideration shall automatically terminate and be of no further force or effect at the end of such seven-day period. Notwithstanding anything given to the contrary level and type of improvements contained in this Article XXXVI, in this event Lessee's First Right as set forth in this Article XXXVI is still in effect at the end of the initial five (5) year, zero (0) month term of this Lease, such First Right shall automatically terminate on the last day of the initial five (5) year, zero (0) month term of this LeaseOffer Space. The purpose of this Article is to provide notice to Lessee so that 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 Article XXXVI, nothing in this Article XXXVI 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 in this Article XXXVIof the proposed sale (the "Offer"). For thirty (30) days after receipt of such written notice, Lessor hereby grants Tenant shall have the right to Lessee elect to match or meet the first right ("First Right") to be offered by Lessor the opportunity to lease the approximately 1,100 rentable square feet of space shown as designated on Exhibit D attached hereto and incorporated herein by this reference. If, at any time while this First Right is in effect, Lessor should intend to lease such space to a third party tenant, then Lessor shall first offer to lease such space to LesseeOffer. In the event Lessor offers Tenant shall elect to Lease match or meet the Offer to purchase, Tenant shall signify such space to Lessee pursuant to this Article XXXVI, Lessee shall notify Lessor in writing within five (5) days of its receipt of Lessor's notice whether Lessee desires to offer to lease such space from Lessor. If Lessee notifies in writing within such five-day period that Lessee does not desire to lease such space, or if Lessee does not respond in writing to Lessor's notice within such five-day period, then, in either of the above instances, Lessor's obligations under this Article XXXVI shall automatically terminate and be of no further force or effect and Lessor shall thereafter be entitled to lease such space. If Lessee notifies Lessor in writing within such five-day period that Lessee desires to lease such space from Lessor, the parties shall thereafter negotiate for 44 Lessee's lease of the space from Lessor; provided, however, that if Lessor and Lessee fail to mutually agree upon the terms of Lessee's lease of such space and to execute a written amendment to this Lease within seven (7) days of the date of Lessee's receipt of 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 amendment shall contain be renewed upon any change in the terms mutually agreed to by or conditions of the parties for Lessee's lease Offer. Any provision of such space), then Lessor's obligations under this Article XXXVI shall automatically terminate and be of no further force or effect at the end of such seven-day period. Notwithstanding anything First Right to the contrary contained in notwithstanding, provided that the Transferee (as hereinafter defined) agrees to be (additionally) bound by the terms and conditions of this Article XXXVISection, Landlord may transfer the Premises, in whole or in part, without creating an obligation under this event Lessee's First Right as set forth in this Article XXXVI is still in effect at the end paragraph, to: (I) 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 initial five (5) year, zero (0) month term of this Lease, such First Right shall automatically terminate on the last day of the initial five (5) year, zero (0) month term of this Lease. The purpose of this Article is to provide notice to Lessee so that 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 Article XXXVI, nothing in this Article XXXVI partnership interest shall be deemed owned by Landlord or the parent corporation of Landlord, provided Landlord or such parent corporation is a general partner; (iv) any shareholder or Landlord may transfer his/her Landlordship interest to be an option his/her spouse or right of first refusalissue (the "Transferee").

FIRST RIGHT OF OFFER. Subject to the terms and conditions set forth in this Article XXXVISection 2, Lessor hereby the Phase II Owner grants to Lessee JDA the first right ("First Right") to be offered by Lessor the opportunity Phase II Owner to lease all or a portion of the approximately 1,100 rentable square feet of space shown as designated on Exhibit D attached hereto and incorporated herein by this referenceleasable area in the Phase II Building. If, at any time while this First Right is in effect, Lessor the Phase II Owner should intend to lease any portion of such space to a third party tenanttenant (the "Available Space"), then Lessor 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 Lesseethird party (the "Third Party Terms"). In the event Lessor the Phase II Owner offers to Lease such space the Available Space to Lessee JDA pursuant to this Article XXXVISection 2, Lessee JDA shall notify Lessor the Phase II Owner in writing within five ten (510) business days of its receipt of Lessorthe Phase II Owner's notice whether Lessee JDA desires to offer to lease such space the Available Space from Lessorthe Phase II Owner on the Third Party Terms. If Lessee JDA notifies the Phase II Owner in writing within such fiveten-business day period that Lessee JDA does not desire to lease such spacethe Available Space, or if Lessee JDA does not respond in writing to Lessorthe Phase II Owner's notice within such fiveten-business day period, then, in either of the above instances, Lessorthe Phase II Owner's obligations under this Article XXXVI Section 2 shall automatically and forever terminate as to the Available Space and the Phase II Owner shall thereafter be entitled to lease the Available Space to the existing, or any future third party tenant, free of any rights of JDA therein. If JDA notifies the Phase II Owner in writing within such ten-business day period that JDA desires to lease the Available Space from the Phase II Owner on the Third Party Terms, the parties shall thereafter execute a form of lease in regard to JDA's lease of the Available Space (which lease form shall provide for JDA's lease of the Available Space on the Third Party Terms). Subject to the termination thereof as described in the second preceding sentence, the First Right described herein is intended by the parties to be valid through the end of the sixtieth (60th) calendar month after the date of issuance of all governmental approvals of substantial completion of the Phase II Building shell and shall be of no further force or effect and Lessor shall thereafter be entitled to lease such space. If Lessee notifies Lessor in writing within such five-day period that Lessee desires to lease such space from Lessor, the parties shall thereafter negotiate for 44 Lessee's lease of the space from Lessor; provided, however, that if Lessor and Lessee fail to mutually agree upon the terms of Lessee's lease of such space and to execute a written amendment to this Lease within seven (7) days of the date of Lessee's receipt of written notice (which amendment shall contain the terms mutually agreed to by the parties for Lessee's lease of such space), then Lessor's obligations under this Article XXXVI shall automatically terminate and be of no further force or effect at the end of such seven-day period. Notwithstanding anything to the contrary contained in this Article XXXVI, in this event Lessee's First Right as set forth in this Article XXXVI is still in effect at the end of the initial five (5) year, zero (0) month term of this Lease, such First Right shall automatically terminate on the last day of the initial five (5) year, zero (0) month term of this Leasethereafter. The purpose of this Article Section 2 is to provide notice to Lessee JDA so that Lessee 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 Article XXXVISection 2, nothing in this Article XXXVI Section shall be deemed to be an option or right of first refusal.. [OPUS LETTERHEAD]

FIRST RIGHT OF OFFER. Subject to the terms and conditions set forth in this Article XXXVIXXXIII, Lessor hereby grants to Lessee the first right ("First Right") to be offered by Lessor the opportunity to lease the approximately 1,100 rentable square feet of space shown as designated on Exhibit D attached hereto and incorporated herein by this reference. If, at any time while this First Right is in effect, Lessor should intend to lease such space to a third party tenant, then Lessor shall first offer to lease such space to Lessee. In the event Lessor offers to Lease such space to Lessee pursuant to this Article XXXVIXXXIII, Lessee shall notify Lessor in writing within five (5) days of its receipt of Lessor's notice whether Lessee desires to offer to lease such space from Lessor. If Lessee notifies Lessor in writing within such five-day period that Lessee does not desire to lease such space, or if Lessee does not respond in writing to Lessor's notice within such five-day period, then, in either of the above instances, Lessor's obligations under this Article XXXVI XXXIII shall automatically terminate and be of no further force or effect and Lessor shall thereafter be entitled to lease such space. If Lessee notifies Lessor in writing within such fivetwo-day period that Lessee desires to lease such space from Lessor, the parties shall thereafter negotiate for 44 Lessee's lease of the space from Lessor; provided, however, that if Lessor and Lessee fail to mutually agree upon the terms of Lessee's lease of such space and to execute a written amendment to this Lease within seven ten (710) business days of the date of Lessee's receipt of written notice (which amendment shall contain the terms mutually agreed to by the parties for Lessee's lease of such space), then Lessor's obligations under this Article XXXVI XXXIII shall automatically terminate and be of no further force or effect at the end of such seven-day ten (10) business days period. Notwithstanding anything to the contrary contained in this Article XXXVIXXXIII, in this the event Lessee's First Right as set forth in this Article XXXVI XXXIII is still in effect at the end of the initial five (5) year, zero (0) month ten-year term of this Lease, such First Right shall automatically terminate on the last day of the initial five (5) year, zero (0) month ten-year term of this Lease. The purpose of this Article is to provide notice to Lessee so that 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 Article XXXVIXXXIII, nothing in this Article XXXVI XXXIII 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 Article XXXVISection, Lessor Landlord hereby grants to Lessee Tenant the first right ("First Right") to be offered by Lessor Landlord the opportunity to lease the approximately 1,100 1,400 rentable square feet of space shown as located on the second floor of the Building and designated on Exhibit D EXHIBIT "C" attached hereto and incorporated herein by this reference. reference If, at any time while this First Right is in effect, Lessor Landlord should intend to lease such space to a third party tenantlessee, then Lessor Landlord shall first offer to lease such space to LesseeTenant. In the event Lessor If Landlord offers to Lease such space to Lessee Tenant pursuant to this Article XXXVISection and Tenant desires to lease such space, Lessee shall notify Lessor in writing Tenant will, within five (5) days Business Days of its receipt of LessorLandlord's notice whether Lessee notice, prepare and provide to Landlord a letter of intent describing the terms on which Tenant desires to offer to lease such space from LessorLandlord, 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 Lessee notifies Tenant notices Landlord in writing within such five-day period that Lessee Tenant does not desire to lease such space, or if Lessee Tenant does not respond in writing to Lessor's notice provide Landlord with a letter of intent within such five-day period, then, in either of the above instances, LessorLandlord's obligations under this Article XXXVI shall Section will automatically terminate and be of no further force or effect and Lessor shall Landlord will thereafter be entitled to lease such space. If Lessee notifies Lessor in writing Tenant provides Landlord with a letter of intent within such five-day period that Lessee desires to lease such space from Lessorperiod, the parties shall thereafter negotiate for 44 LesseeTenant's lease of the space from LessorLandlord; provided, however, that if Lessor Landlord and Lessee fail Tenant are unable to mutually agree upon the terms of LesseeTenant's lease of such space and to execute a written amendment to this Lease within seven (7) days of the date of Lessee's receipt of written notice ten-day period referenced above (which amendment shall contain the terms mutually agreed to by the parties for Lessee's Tenants lease of such space), then LessorLandlord's obligations under this Article XXXVI Section shall automatically terminate and be of no further force or effect at the end of such seventen-day period. Notwithstanding anything to the contrary contained in this Article XXXVISection, in this event Lesseeif Tenant's First Right as set forth in this Article XXXVI Section is still in effect at the end of the initial five (5) year, zero (0) month term of this Leasefive-year Term, such First Right shall will automatically terminate on the last day of the initial five (5) year, zero (0) month term of this Leasethereof. The purpose of this Article Section is to provide notice to Lessee Tenant so that Lessee 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 Article XXXVISection, nothing in this Article XXXVI Section shall be deemed to be an option or right of first refusal.