Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. If at any time through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Space.

Right of First Negotiation. If at any time through and including Tenant does not deliver the date that is thirty six (36) months -------------------------- Expansion Notice to Landlord prior to January 1, 1999, then Tenant's expansion option shall lapse. Provided notice is timely given and provided further that Tenant is not then in default in the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise performance of any Additional Space Superior Rights of its obligations under this Lease (defined below)), Landlord shall first give written notice beyond any applicable cure period) and subject to Tenant offering to lease such Additional Space to Tenant on the terms and conditions set forth herein, Landlord grants to Tenant the following right of first negotiation ("Right of First Negotiation") with respect to the Expansion -------------------------- Space. Tenant's Right of First Negotiation shall not apply to any lease renewal or extension which Landlord may enter into in connection with any then existing tenant of the Expansion Space (collectively, an "Existing Tenant"). After --------------- January 1, 1999 and subject to the terms and conditions set forth herein, Tenant shall have the Right of First Negotiation with respect to the Expansion Space if it becomes available for lease to a third party (other than to an Existing Tenant) during the Term (including any extensions thereof). When the Expansion Space (i) the rental rates of similar projects in the geographic area of the Project (including the rent. operating costs, and all other monetary payments that Landlord could obtain for the Expansion Space from a third party desiring to lease such space, the services provided under the terms of the Lease, as amended by this Amendmentthe obligation, or lack thereof, to pay tenant improvement costs and leasing commissions in connection with such renewal and all other than Base Rentmonetary payments then being obtained for new leases of space comparable to such space), which shall (ii) it should be assumed that the Fair Market Value of such Additional SpaceExpansion Space will be used for the highest and best use allowed under the Lease, as specified in such notice and (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy iii) in the Project event Tenant cannot demonstrate to Landlord's satisfaction (e.g., based on Tenant's most recently audited financial statements) that Tenant's business operations at the Premises are profitable as of the date Tenant elects to exercise its Right of this AmendmentFirst Negotiation, including then Landlord may require Tenant to provide additional lease/security deposits or other alternative security (i.e., in excess of that which was required by Landlord for the original Premises) which is acceptable to Landlord in its sole and absolute discretion as a condition of leasing the Expansion Space. The Right of First Negotiation described herein is personal to Tenant and may not be exercised or assigned, voluntarily or involuntarily, by or to any renewalperson or entity other than Tenant, extensionwithout Landlord's prior written consent, expansion, first offer, first negotiation which Landlord may withhold in its sole and other similar rights absolute discretion. This Right of First Negotiation shall automatically terminate upon the earlier of the following: (i) Tenant's exercise of its Expansion Option as set forth on in Section 32 above, or (ii) Tenant's assignment of this Lease for the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description remainder of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount or sublease of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions Premises for the remainder of the LeaseTerm, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior unless pursuant to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spacea Permitted Transfer.

Right of First Negotiation. In the event that a Stockholder desires to Transfer any shares of Common Stock following the IPO Date in a Transfer described in clauses (x), (y) or (z) of Section 4.1(b), such Stockholder shall give written notice thereof to AT&T PCS, such notice to specify, among other things, the number of shares that such Stockholder desires to sell. For the applicable first negotiation period hereinafter set forth, AT&T PCS shall have the exclusive right to negotiate with such Stockholder with respect to the purchase of such shares; it being understood and agreed that such exclusive right shall not be deemed to be a right of first offer or right of first refusal for the benefit of AT&T PCS and such Stockholder shall have the right to reject any offer made by AT&T PCS during such applicable first negotiation period. Upon the expiration of such applicable first negotiation period, such Stockholder shall have the right (for the applicable offer period hereinafter set forth with respect to each applicable first negotiation period), following the expiration of such applicable first negotiation period, to offer and sell such shares included in such written notice on such terms and conditions as shall be acceptable to such Stockholder in its sole discretion. If at any time through and including of such shares included in such written notice are not sold pursuant to the date that is thirty six (36) months provisions of this Section 4.4 prior to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description expiration of the applicable Additional Spaceoffer period, such shares shall become subject once again to the provision and restrictions hereof. If a Stockholder desires to Transfer shares of Common Stock (a) pursuant to a Registration of Common Stock under Section 5 in an underwritten offering that constitutes a bona fide distribution of such Common Stock pursuant to such Registration, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant applicable first negotiation period shall have be ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease days and the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after applicable offer period upon the expiration of said such first negotiation period shall be one hundred twenty (120) days, (b) pursuant to Rule 144, the applicable first negotiation period shall be three (3) hours (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer period upon the expiration of such first negotiation period shall be five (5) business days, and (c) in any single transaction or series of related transactions to one or more Persons which will result in the Transfer by such Stockholder (together with any other Stockholder participating in such single transaction or series of related transactions) of not more than ten percent (10%) of the Common Stock on a fully diluted basis (excluding for such purposes the Series A Preferred Stock), the applicable first negotiation period shall be one (1) business day, so long as notice of such proposed Transfer is given to AT&T PCS prior to 9:00 A.M. on the day prior to the date of such proposed Transfer (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer period upon the expiration of such first negotiation period shall be ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spacedays.

Right of First Negotiation. If at any time through 34.1 Following Tenant’s occupancy of the Initial Premises, and including the date that is thirty six (36) months prior subject to the Expiration Date (as rights of existing tenants within specific suites, Tenant shall have a right of first opportunity to negotiate for a lease of any space on the same may be extended), Landlord intends to lease all or any portion first and second floor “East” space of the third floor of the building within the Project known as 4160 Dublin Boulevard Production Building, which has previously been leased to another Tenant and becomes available (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Opportunity Space”), then, prior to entering into the Opportunity Space being offered to any person or entity other than Tenant. The terms, conditions and rental rate under which the Opportunity Space is to be leased to Tenant, if at all, are subject to the mutual agreement of Landlord and Tenant at such time as the Opportunity Space becomes available and Tenant desires to lease it from Landlord. Space occupied by a tenant that wishes to remain after the expiration of the term of its lease (whether or not it has an extension option) will not be deemed “available.” 34.2 Prior to offering any of the Opportunity Space (excluding a lease executed pursuant any Opportunity Space previously offered to the exercise of Tenant under this Section) to any Additional Space Superior Rights (defined below))person or entity other than Tenant, Landlord shall first give written notice to notify Tenant offering to lease such Additional that Landlord expects Opportunity Space to become available to lease, advising Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional such Opportunity Space Superior Rights”). An Offer is expected to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Spacebe available. Tenant shall then have ten (10) Business Days after receipt of an Offer to Lease calendar days in which to accept notify Landlord in writing exercising Tenant’s right to negotiate a lease of the Opportunity Space and twenty (20) days after notification to reach written mutual agreement with Landlord regarding the terms, conditions and rental rate for such offerlease. If Landlord and Tenant do not execute a lease amendment incorporating all material terms with respect to the Opportunity Space within such 20 day period, Tenant’s right with respect to that particular Opportunity Space shall forever terminate. 34.3 The foregoing negotiation right shall apply only with respect to Opportunity Space, as an entire, discrete and identifiable amount of floor space, as the same is now or in the future will be leased to some other tenant, and may not be exercised with respect to only a portion thereof, unless only a portion shall first become available (in which case, the foregoing negotiation right shall apply to such portions, as the same become available), or unless otherwise agreed in writing by Landlord. If Tenant shall accept fail to exercise such offernegotiation right, if after the notice by the Landlord of the availability of the Opportunity Space, as provided herein, such right shall be deemed to have lapsed and expired, and shall be of no further force or effect as to that notification by Landlord. Landlord may thereafter freely lease all or a portion of the Opportunity Space to any other party, at allany time, only by irrevocable written notice on any terms, in Landlord’s sole discretion. The foregoing negotiation right shall be subject to Landlord the right of existing tenants or occupants of the Opportunity Space to renew their existing leases whether pursuant to options to extend or renew or expand previously granted, and in which Tenant shall agree all events is subject and subordinate to any existing rights of any other persons or entities to lease the Additional Opportunity Space. 34.4 Landlord does not guarantee that the Opportunity Space from Landlord. Time is will be available on the commencement date for the lease thereof, if the then existing occupants of the essence Opportunity Space shall hold-over or for any other reason the space shall not be available for reasons beyond Landlord’s reasonable control. In such event, rent with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Opportunity Space shall be coterminous with abated until Landlord legally delivers the Lease Termsame to Tenant, Base Rent as Tenant’s sole recourse. Tenant’s exercise of such negotiation right shall be in the amount not operate to cure any default by Tenant of any of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space terms or provisions in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended herebynor to extinguish or impair any rights or remedies of Landlord arising by virtue of such default. TenantThe negotiation right shall, at Landlord’s right election, be null and void, if there is any uncured Event of first negotiation shall be continuous through and including Default under the Lease on the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of Tenant exercises its obligation to again offer any Additional Space to Tenant rights hereunder or at any time that Landlord subsequently determines that it wishes thereafter and prior to lease commencement of the Additional Lease for the Opportunity Space.

Right of First Negotiation. If at 17.1 Right of first negotiation in favour of Distributor 17.1.1 Subject to Clauses 17.3 and 18.7, during the Term, in the event that Company or any time through of its Affiliates desires to grant any person, other than the Company or its Affiliates, any rights (whether by license or asset sale, but specifically excluding any proposed Sale Transaction) to commercialise any or all of the products of Company or any of its Affiliates in the Xxxxxxxx Group (but excluding Huadong Medicine Company Ltd. and/or Huadong Medicine Aesthetics Investment (HongKong) Limited) in country(ies) in the Territory (‘Territory Rights’), Company shall provide Distributor with written notice thereof, specifying the applicable product(s) with respect to which it proposes to grant Territory Rights (each, a ‘Company Offered Product’) and including the date that is thirty six country(ies) in the Territory in which Company or its Affiliate proposes to grant such Territory Rights (36) months prior the ‘Company Offered Country(ies)’), and hereby grants Distributor the right of first negotiation to obtain Territory Rights with respect to the Expiration Date (as Company Offered Product(s) in the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”Company Offered Country(ies) or all or any part of the second floor of the Building (collectively, the “Additional Space”)‘Offered Territory Rights’) in accordance with this Clause 17.1. For clarity, then, prior Distributor’s right of first negotiation with respect to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Offered Territory Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate Clause 17.1 applies to such Offered Territory Rights in their entirety – i.e., all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation (and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description not less than all) of the applicable Additional Space, the commencement date Company Offered Products in all (and not less than all) of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant applicable Company Offered Country(ies). 17.1.2 Distributor shall have ten within thirty (1030) Business Days days after receipt of an Offer such notice notify Company in writing either that (a) Distributor is interested in negotiating for such Offered Territory Rights or (b) Distributor has no interest and therefore rejects its right of first negotiation to Lease obtain such Offered Territory Rights. If Distributor notifies Company within thirty (30) days that Distributor desires to negotiate for such Offered Territory Rights, the Parties shall negotiate in good faith for up to ninety (90) days from such notification regarding the terms pursuant to which Company would grant such Offered Territory Rights to accept Distributor. Failure by Distributor to give notice of its interest or lack of interest in negotiating for such offer. Tenant shall accept such offer, if at all, only by irrevocable Offered Territory Rights within thirty (30) days after receipt of written notice from Company as described in the first sentence of this Clause 17.1 shall be deemed to Landlord in which Tenant shall agree to lease constitute a waiver by the Additional Space from Landlord. Time is Distributor of the essence its right of first negotiation with respect to Tenant’s acceptance such Offered Territory Rights. In addition, failure of an Offer the Parties to Lease. agree within such 90-day negotiation period shall be deemed to constitute rejection by Distributor of such Offered Territory Rights, subject to Clause 17.1.3. 17.1.3 If Tenant Distributor waives or otherwise fails to accept an Offer exercise its right of first negotiation with respect to Lease such Offered Territory Rights, or if the Parties fail to agree within such ten (10) Business Days90-day negotiation period, then Landlord Company shall thereafter be free to grant such Offered Territory Rights in their entirety – i.e., all (and not less than all) of the applicable Company Offered Products in all (and not less than all) of the applicable Company Offered Country(ies) – to any third party, and Distributor shall have the right no further rights with respect to lease such Additional SpaceOffered Territory Rights; provided, however, that: (a) if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in Distributor had exercised its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation with respect to such Offered Territory Rights but the Parties failed to reach agreement within the 90-day negotiation period, then: (i) during the 12-month period beginning on the expiration of such negotiation period, Company shall not grant such Offered Territory Rights to any third party on terms more favourable to such third party than those offered to Distributor without first offering such Offered Territory Rights to Distributor on such more favourable terms for a period of thirty (30) days; and (ii) if Company does not enter into a definitive agreement with a third party for the grant of such Offered Territory Rights before the expiration of such 12-month period, then such Offered Territory Rights shall again become subject to this Clause 17.1; and (b) whether or not Distributor exercised its right of first negotiation with respect to such Offered Territory Rights, if Company makes any modification to such Offered Territory Rights (i.e., adding or removing a product from the Company Offered Products and/or a country from the Company Offered Country(ies)) and desires to grant any person, other than the Company or its Affiliates, any rights to such Offered Territory Rights as so modified, such Offered Territory Rights as so modified shall be continuous through and including the date that is thirty six (36) months prior subject to this Clause 17.1 to the Expiration Date (same extent as were the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spaceoriginal unmodified Offered Territory Rights.

Right of First Negotiation. If at any time through and including Should Seller ever desire to dispose of its right, title, or interest in the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended)Facility, Landlord intends to lease all in whole or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendmentin part, other than Base Rent, which shall be the Fair Market Value sale and leaseback of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to the Facility or other assignment or disposition of part or all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy of its ownership interest in the Project as Facility to provide financing for the Facility, it shall first offer to sell such interest to Company. Seller shall not solicit any offers for the sale of the date of this Amendment, including Facility with any renewal, extension, expansion, other entity without first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent negotiating with Company for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within least ninety (90) days after the expiration of said ten Days. The Parties may agree in writing to extend this period for negotiations. (10) business day Such 90-Day period, as extended as aforesaid, is referred to herein as the "Right of First Negotiation Period".) During the Right of First Negotiation Period, the Parties shall negotiate in good faith concerning a purchase by Company unless, during that period, Company gives written notice that such negotiations are terminated. This Section shall not apply to unsolicited offers received by Seller or the sale or transfer of interests in Seller (except the sale or transfer of one hundred percent (100%) of the interests in Seller, or sales within a two-year period of interests totaling 100% of the interests in Seller) or the sale or transfer initiated by the Financing Parties pursuant to the Financing Documents. In the event Seller receives an unsolicited offer from a third party to purchase Seller’s right, title or interest in the Facility, Seller shall provide to Company a sworn affidavit from an officer of Seller made under the penalties of perjury that neither (1) such officer, nor (2) any further transaction employee or agent of Seller with the authority to legally bind Seller, nor (3) any other employee or agent of Seller acting on the instructions of an officer or agent of Seller with authority to legally bind Seller, solicited an offer to purchase Seller’s right, title or interest in the Facility from such third party. The sworn affidavit shall be deemed a new determination provided by Landlord Seller to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety Company thirty (9030) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months Days prior to closing the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord sale of its obligation right, title and/or interest to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spacesuch third party.

Right of First Negotiation. In the event that a Stockholder desires to -------------------------- Transfer any shares of Common Stock following the IPO Date in a Transfer described in clause (y) of Section 4.1(b)(iii), such Stockholder shall give written notice thereof to AT&T PCS, such notice to specify, among other things, the number of shares that such Stockholder desires to sell. For the applicable first negotiation period hereinafter set forth, AT&T PCS shall have the exclusive right to negotiate with such Stockholder with respect to the purchase of such shares; it being understood and agreed that such exclusive right shall not be deemed to be a right of first offer or right of first refusal for the benefit of AT&T PCS and such Stockholder shall have the right to reject any offer made by AT&T PCS during such applicable first negotiation period. Upon the expiration of such applicable first negotiation period, such Stockholder shall have the right (for the applicable offer period hereinafter set forth with respect to each applicable first negotiation period), following the expiration of such applicable first negotiation period, to offer and sell such shares included in such written notice on such terms and conditions as shall be acceptable to such Stockholder in its sole discretion. If at any time through and including of such shares included in such written notice are not sold pursuant to the date that is thirty six (36) months provisions of this Section 4.4 prior to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description expiration of the applicable Additional Spaceoffer period, such shares shall become subject once again to the provision and restrictions hereof. If a Stockholder desires to Transfer shares of Common Stock (a) pursuant to a Registration of Common Stock under Section 5 in an underwritten offering that constitutes a bona fide distribution of such Common Stock pursuant to such Registration, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant applicable first negotiation period shall have be ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease days and the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after applicable offer period upon the expiration of said such first negotiation period shall be one hundred twenty (120) days, (b) pursuant to Rule 144, the applicable first negotiation period shall be three (3) hours (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer period upon the expiration of such first negotiation period shall be five (5) business days, and (c) in any single transaction or series of related transactions to one or more Persons which will result in the Transfer by such Stockholder (together with any other Stockholder participating in such single transaction or series of related transactions) of not more than ten percent (10%) of the Common Stock on a fully diluted basis (excluding for such purposes the Series A Preferred Stock), the applicable first negotiation period shall be one (1) business day, so long as notice of such proposed Transfer is given to AT&T PCS prior to 9:00 A.M. on the day prior to the date of such proposed Transfer (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer period upon the expiration of such first negotiation period shall be ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spacedays.

Right of First Negotiation. If at In the event that Executive ------- --- -------------------------- desires to Transfer any time through and including shares of Common Stock following the date that is thirty six (36) months prior to the Expiration IPO Date (as the same may be extendedin a Transfer described in Section 2.1(b), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord she shall first give written notice thereof to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the LeaseAT&T PCS, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”)specify, among other things, the number of shares that she desires to sell. Tenant’s rights under this Section are subordinate to all rights as to For the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, applicable first negotiation and other similar rights as period hereinafter set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Spaceforth, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant AT&T PCS shall have ten (10) Business Days after receipt of an Offer the exclusive right to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence negotiate with Executive with respect to Tenant’s acceptance the purchase of an Offer such shares; it being understood and agreed that such exclusive right shall not be deemed to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord be a right of first offer or right of first refusal for the benefit of AT&T PCS and Executive shall thereafter have the right to lease reject any offer made by AT&T PCS during such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after applicable first negotiation period. Upon the expiration of said such applicable first negotiation period, Executive shall have the right (for the applicable offer period hereinafter set forth with respect to each applicable first negotiation period), following the expiration of such applicable first negotiation period, to offer and sell such shares included in such written notice on such terms and conditions as shall be acceptable to such Executive in her sole discretion. If any of such shares included in such written notice are not sold pursuant to the provisions of this Section 2.4 prior to the expiration of the applicable offer period, such shares shall become subject once again to the provision and restrictions hereof. If Executive desires to Transfer shares of Common Stock pursuant to Rule 144, the applicable first negotiation period shall be three (3) hours (it being understood and agreed that Executive shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone) and the applicable offer period upon the expiration of such first negotiation period shall be five (5) business days, and in any single transaction or series of related transactions to one or more persons which will result in the Transfer by Executive (together with any other Stockholder participating in such single transaction or series of related transactions) of not more than ten percent (10%) of the Common Stock on a fully diluted basis (excluding for such purposes the Series A Preferred Stock), the applicable first negotiation period shall be one (1) business day, so long as notice of such proposed Transfer is given to AT&T PCS prior to 9:00 A.M. on the day prior to the date of such proposed Transfer (it being understood and agreed that Executive shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone) and the applicable offer period upon the expiration of such first negotiation period shall be ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spacedays.

Right of First Negotiation. If at any time through and including Tenant shall have an on-going right to negotiate first for the date that is thirty six leasing of Available Space (36) months “Tenant’s Right of First Negotiation”), as follows. At least 10 days prior to the Expiration Date (as the same may be extended)Landlord submitting a proposal to a third party to lease any Available Space, Landlord shall notify Tenant that Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Available Space. Tenant shall have ten (10) Business Days a period of 5 days after receipt of an Offer Landlord’s notice to Lease in exercise Tenant’s Right of First Negotiation, which Tenant may do by sending to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable Landlord written notice to Landlord in which that Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Available Space. Landlord and Tenant shall then negotiate in good faith for a period of 15 days in order to establish terms and conditions for the leasing of the Available Space to Tenant, which terms and conditions may be different than those set forth in this Lease. If the parties are unable to agree upon terms and conditions for the leasing of the Available Space within such period of 15 days (which agreement must be evidenced by a fully executed and delivered agreement either (i) amending this Lease and making the Available Space subject to the terms of this Lease and such other terms as Landlord and Tenant may have agreed upon, or (ii) a new Lease demising the Available Space to Tenant on terms as Landlord and Tenant may have agreed upon) then Tenant shall have no further right with respect to the leasing of the Available Space. “Available Space” shall mean any space in the Building other than the space shown on attached Exhibit G, which becomes available for leasing during the Term. If Tenant exercises the Termination Option (as defined in Section 40 hereof), then Tenant’s Right of First Negotiation shall be null and void.

Right of First Negotiation. If at any time through and including the date that is thirty six (36) months prior Notwithstanding anything to the Expiration Date (as the same may be extended)contrary contained in this Lease, Landlord intends to lease all and without in any manner affecting or limiting any portion of the third floor of rights, privileges, options or estates granted to Tenant under this Lease, Tenant shall have the building within first right to negotiate to purchase in the Project known as 4160 Dublin Boulevard (event Landlord elects to market, sell or otherwise convey the “4160 Building”) Premises or all or any part of the second floor of the Building controlling interest in Landlord (collectively, “Landlord’s Interest”) to Third Parties (hereinafter defined). Tenant’s first rights to negotiate shall terminate in the “Additional Space”), then, prior event Landlord’s Interest shall have been sold to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on Third Party in accordance with the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate 28.15. In the event Landlord shall have elected to all rights as market Landlord’s Interest to the Additional Space currently set forth Third Parties, Landlord shall notify Tenant in existing leases with tenants in occupancy in the Project as writing of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation price and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”)basic business terms upon which Landlord is willing to sell. An Offer If Tenant desires to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and purchase Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten Interest at such price and upon such other terms and conditions, then within twenty (1020) Business Days business days after receipt of an Offer Landlord’s notice (such twenty (20) business day period being hereinafter referred to Lease in which to accept such offer. as the “20-Day Notice Period”), Tenant shall accept such offer, if at all, only by irrevocable deliver written notice to Landlord in which (“Tenant’s Negotiation Notice”) indicating that Tenant desires to so purchase. In the event Tenant delivers Tenant’s Negotiation Notice within the 20-Day Notice Period, then within the twenty (20) business day period following Landlord’s receipt of Tenant’s Negotiation Notice (such twenty (20) business day period being hereinafter referred to as the “20-Day Negotiation Period”), Landlord and Tenant shall agree enter into a commercially reasonable purchase and sale agreement setting forth, inter alia, such price and basic business terms and conditions. In the event (i) Tenant does not deliver Tenant’s Negotiation Notice to lease Landlord within the Additional Space from 20-Day Notice Period, or (ii) Tenant delivers notice to Landlord of Tenant’s election not to purchase Landlord. Time is ’s Interest, then, for the twelve (12) month period beginning with the day immediately following the expiration of the essence 20-Day Notice Period, Tenant’s first right to negotiate with respect to Tenantthe purchase of Landlord’s acceptance Interest shall be null and void and of an Offer to Lease. If Tenant fails to accept an Offer to Lease within no further force and effect, and during such ten twelve (1012) Business Daysmonth period, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if proceed with the marketing and sale of Landlord’s Interest for a price not more than 5% less than that last offered Tenant and upon materially the same other basic terms and conditions. In the event Landlord does shall not lease such Additional Premises within ninety (90) days after have entered into a purchase and sale agreement for the sale of Landlord’s Interest prior to the expiration of said ten such twelve (1012) business day month period, any further transaction or if Landlord shall be deemed offer Landlord’s Interest for sale for a new determination by Landlord to lease such Additional Space price more than 5% less than that offered Tenant and/or on materially more favorable terms and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoingconditions, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation to enter into negotiations for such purchase shall automatically be continuous through reinstated upon the terms and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spaceconditions herein provided.

Right of First Negotiation. If at During the Term of this Lease (including any time through Additional Term), Tenant shall have the right of first negotiation to lease any single or contiguous space located within the Center which contains in the aggregate 10,000 or more square feet of Rentable Area (including any new building to be constructed on the Expansion Area, if and including the date that is thirty six (36) months prior to the Expiration Date (as extent Landlord has not previously sold such Expansion Area to an unaffiliated third party separately from the same may be extended), Landlord intends to lease all or any portion balance of Landlord's interest in the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”Center) or all or any part of the second floor of the Building (collectively, the “Additional "First Negotiation Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”"). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s Such right of first negotiation shall be continuous through upon the following terms and including the date that conditions: (a) If Landlord receives an offer/proposal from a third party to lease a First Negotiation Space which is thirty six (36) months "available for lease," as defined below, Landlord shall, prior to accepting or countering such proposal/offer, notify Tenant in writing of such fact, the Expiration Date identity of the First Negotiation Space and the terms upon which Landlord is willing to lease such First Negotiation Space to Tenant. The foregoing described notice shall contain at least the information set forth in subsection (as b) below. As used herein, the same may be extended)term "available for lease" means that the current lease for any First Negotiation Space, if any, is (1) expiring or has expired without an agreed extension or renewal or without the parties' continuing active negotiations for such an extension or renewal or (2) is being or has been terminated by agreement of the parties thereto or by court order. Tenant’s rejection of any particular Offer to Lease A First Negotiation Space shall not relieve Landlord be deemed to be "available for lease" upon the expiration of its obligation the existing lease term with respect thereto if the tenant of such building continues in occupancy pursuant to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to an option set forth in such lease or an agreed upon extension or renewal of the Additional Spaceexisting term.

Right of First Negotiation. If at any time through and including the date that is thirty six (36) months prior In addition to the Expiration Date (as the same may be extended), Landlord intends expansion rights granted to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions Lessee in Section 36 of the Lease, as amended by this Amendment, other than Base Rent, which Lessee shall be have the Fair Market Value right of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently first negotiation hereinafter set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to LeaseSection 5. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s , shall then be unassigned (except to a subsidiary or affiliate of Lessee), in full force and effect and Lessee is not in default under any of the provisions of the Lease (as amended hereby) beyond the expiration of any applicable notice or grace period (it being understood and agreed that the right granted to Lessee in this Section 5 is not assignable and that the same shall be deemed null and void upon any assignment or transfer of the Lease by Lessee to a party other than a subsidiary or affiliate of Lessee), Lessor agrees that at each time during the initial term of the Lease, but subject to the continued occupancy thereof by initial tenants and any rights of first negotiation shall be continuous through and including or expansion options granted to tenants of the Building prior to the date that is thirty six of this Addendum, additional space on the seventh (367th) or eighth (8th) floors of the Building becomes available to Lessor for leasing to third parties, then Lessor shall give to Lessee written notice of such availability as soon as practicable but not more than twelve (12) months prior to the Expiration Date date of availability, accompanied by Lessor’s opinion (acting reasonably and in good faith) as to the same may fair market rent for such available space, which shall be extendedthe fair market rent prevailing (taking into account then prevailing tenant concession packages including, without limitation, rental abatement (if any) and construction allowance (if any) on leases having a term most nearly equal to the remaining initial term of the Lease) for comparable space in comparable office buildings in the Bethesda-Chevy Chase market area, but in no event less than the Additional Monthly Rent (expressed as an annual rental rate per square foot) then payable for the Additional Space under this Addendum. Lessee shall then have a period of fifteen (15) days in which to notify Lessor in writing of Lessee’s election to lease such available space at said rental, time being of the essence; provided, however, that from and after the commencement of the seventh (7th) Lease Year, any such election by Lessee must be accompanied by written notice of Lessee’s irrevocable election to extend the term of the Lease for the First Renewal Term pursuant to Section 35 of the Lease. Should Lessee fail to notify Lessor in writing within the said fifteen (15)-day period of Lessee’s election to lease such available space (and, if so applicable, to so extend the term of the Lease), time being of the essence, then Lessee’s right to lease such available space shall thereupon terminate and be of no force or effect, and Lessor shall be free to lease such available space to any party upon any terms and conditions, subject to Lessee’s rights herein with respect to such space the next time it becomes available to Lessor for leasing to third parties. TenantShould Lessee notify Lessor in writing within the said fifteen (15)-day period of Lessee’s rejection election to lease such available space (and, if so applicable, to so extend the term of any particular Offer the Lease), and if Lessor and Lessee shall fail to Lease shall not relieve Landlord agree on the said fair market rent for such available space within thirty (30) days after Lessor’s receipt of Lessee’s written notification of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes election to lease such available space, then such fair market rent (taking into account the Additional Spacesaid tenant concessions) shall be determined, within sixty (60) days after Lessor’s receipt of Lessee’s written notification of its election to lease such available space, as nearly as practicable in accordance with the “3-broker method” set forth in Section 35 of the Lease. Within ten (10) days after such determination of the fair market rent for the available space, Lessee shall have the right to rescind its exercise of its election to lease such available space by written notice to Lessor within the said ten (10)-day period, time being of the essence. If Lessee fails to so rescind its exercise of its election to lease such available space, then Lessee’s election shall be deemed irrevocable, and Lessor shall prepare, and Lessor and Lessee shall promptly execute and deliver, an addendum to the Lease amending the appropriate provisions hereof. If Lessee so rescinds its election to lease such available space, then Lessor shall be free to lease such available space to any party upon any terms and conditions.

Right of First Negotiation. If at any time through and including The term of this Lease shall commence (the "Commencement Date") on the earlier to occur of (i) the date that is thirty six upon which the Tenant completes Tenant's Work as described in Exhibit B attached hereto and defined in Section 12.A. hereof, or (36ii) months prior July 1, 2000, and shall continue for an initial term ("Initial Term") expiring on December 31, 2003. Notwithstanding the foregoing, for the purpose of allowing Tenant to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below))construct its tenant improvements, Landlord shall first give written notice permit Tenant to occupy the Premises on a date which is earlier than the Commencement Date (such date is herein called the "Construction Commencement Date") with the understanding that Tenant offering shall be subject to lease such Additional Space to Tenant on all of the terms and conditions of this Lease from and after the Construction Commencement Date, except for the payment of rent and additional rent. Upon written request by either party, the Commencement Date, Initial Term and Renewal Terms having been determined, the parties shall execute a confirmation of such terms, in accordance with the form attached hereto as Exhibit C. Notwithstanding anything to the contrary contained in this Lease, if, by July 1, 2000, (subject to extension as amended by this Amendmenthereafter provided), Tenant has not received the necessary building permit plus any other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). approvals necessary for Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as 's construction of the date "Tenant Work" defined in Section 12.A. of this AmendmentLease, including any renewal, extension, expansion, first offer, first negotiation then and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. in that event either Landlord or Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; terminate this Lease by written notice to the other: provided, howeverhowever that for purposes of this paragraph the July 1, 2000 date shall be extended if Landlord does not lease either (x) Tenant, after using all due diligence to timely file for and obtain such Additional Premises within permits or approvals, suffers delays due to strikes, lockouts, acts of God or other causes beyond Tenant's control, in which case such date shall be extended by one (1) day for each day of delay, or (y) Tenant is denied the issuance of such building permits or approvals by the applicable governmental authorities, in which case, at Tenant's election, by written notice to Landlord, the July 1, 2000 date shall be extended for ninety (90) days after in order to afford Tenant the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord opportunity to lease appeal such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spacedenial.

Right of First Negotiation. If at At any time through during the Lease Term that space in the Project becomes available for lease (“Available Space”) and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of market the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Available Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give deliver written notice to Tenant offering to lease such Additional identifying the Available Space to Tenant (the “Availability Notice”). Within five (5) days of Tenant’s receipt of The Availability Notice, Tenant shall have the right, by delivering written notice to Landlord (the “Offer Notice”), to offer to lease the Available Space from Landlord on the terms and conditions proposed by Tenant in the Offer Notice. Upon Landlord’s receipt of the LeaseOffer Notice, as amended by this AmendmentLandlord and Tenant shall, other than Base Rentfor a period of fifteen (15) days after Landlord’s receipt of the Offer Notice, which shall be the Fair Market Value of such Additional Space, as specified negotiate in such notice (an “Offer good faith to Lease”). Tenant’s rights under this Section are subordinate to all rights reach agreement as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in terms upon which Tenant shall agree to may lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Available Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, nothing in this Section 14 shall give Tenant any right to lease such the Available Space or obligate Landlord to lease the Available Space to Tenant. If Tenant does not timely deliver the Offer Notice, or, if bona fide lease negotiations Tenant timely delivers the Offer Notice and if Landlord and Tenant are commenced thereafter unable to reach agreement on such terms within such ninety said fifteen (9015) day period, such ninety (90) day period then Landlord shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes free to lease the Additional SpaceAvailable Space to anyone to whom Landlord desires. Notwithstanding anything to the contrary contained herein, Landlord shall have no obligation to deliver the Availability Notice after October 31, 2007, unless, as of such date, the Extended Term has been extended by exercise of the option to extend in Section 6 above or otherwise.

Right of First Negotiation. If at Prior to the earlier of (i) the second anniversary of the date hereof and (ii) the consummation of a public offering of Common Stock pursuant to a registration statement filed in accordance with the Securities Act (an "IPO"), no Carlyle Stockholder shall Transfer any time through Equity Securities to a Third Party Purchaser (other than as a Tagging Stockholder pursuant to the provisions of Section 3) except as set forth below: (a) Prior to any Transfer of Equity Securities by any Carlyle Stockholder to a Third Party Purchaser (such transferring Stockholder, an "Offering Holder"), in accordance with the terms of this Agreement, the Offering Holder shall deliver to Executive (the "ROFO Recipient") written notice (the "Offer Notice"), stating such Offering Holder's intention to effect such a Transfer, the number of Equity Securities subject to such Transfer (the "Offered Securities"), and including the material terms and conditions of the proposed Transfer (other than price). The Offer Notice may require that the consummation of any sale of the Offered Securities to the ROFO Recipients occur on a date that is thirty six (36) months prior to no less than 30 days, and no later than 60 days, after the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion date of the third floor Offer Notice. (b) Upon receipt of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectivelyOffer Notice, the “Additional Space”), then, prior ROFO Recipient shall have 15 days to entering into such a lease (excluding a lease executed pursuant offer to purchase from the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant Offering Holder on the terms and conditions described in the Offer Notice, all, but not less than all, of the LeaseOffered Securities, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value sending irrevocable written notice of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as offer to the Additional Space currently set forth in existing leases with tenants in occupancy in Offering Holder and the Project as Company stating the ROFO Recipient's intention to purchase all of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation Offered Securities and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer price that the ROFO Recipient proposes to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent pay for the Additional SpaceOffered Securities. Tenant shall have For a period of ten (10) Business Days days after receipt by the Offering Holder of an Offer to Lease such notice, the Offering Holder and ROFO Recipient shall negotiate in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such good faith for a ten (10) Business Days, then Landlord day period (provided that such obligation to negotiate in good faith shall thereafter have not obligate the right Offering Holder to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after accept any price offered by the ROFO Recipient or obligate the ROFO Recipient to agree to pay any price proposed by the Offering Holder). Prior to the expiration of said ten (10) business such 10 day period, any further transaction shall be deemed the ROFO Recipient may make a new determination by Landlord final offer (the "ROFO Offer") to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, purchase all but not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease less than all of the applicable Additional Space shall be coterminous with Offered Securities on the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly terms and conditions set forth in the Offer Notice by providing the Offering Holder written notice (the "ROFO Offer Notice") of the ROFO Recipient's intention to Lease purchase the Offered Securities setting forth the price that the ROFO Recipient intends to pay for the Offered Securities (the "ROFO Price"). Within 15 days of receipt of a ROFO Offer Notice, the Offering Holder shall indicate to the ROFO Recipient whether it has accepted the ROFO Offer by sending irrevocable written notice of such acceptance to the ROFO Recipient and otherwise the lease of Additional Space Company, and the ROFO Recipient shall then be upon obligated to purchase, and the Offering Holder shall then be obligated to sell, the Offered Securities on the terms and conditions set forth in the Offer Notice at the ROFO Price. (c) If the ROFO Recipient does not make a ROFO Offer to purchase all of the agreementsOffered Securities pursuant to this Section 6, terms, covenants and conditions or if the Offering Holder does not elect to sell all of the LeaseOffered Securities to the ROFO Recipient pursuant to this Section 6, as amended hereby. Tenant’s then the Offering Holder shall be free for a period of six months from the date the ROFO Offer Notice from the ROFO Recipient was due to be received by the Offering Holder to enter into definitive agreements to Transfer the Offered Securities to a Third Party Purchaser for consideration having a value greater than the ROFO Price and to transfer the Offered Securities pursuant to such definitive agreements. (d) If the ROFO Recipient does not make a ROFO Offer to purchase all of the Offered Securities pursuant to this Section 6, or if the Offering Holder does not elect to sell all of the Offered Securities to the ROFO Recipient pursuant to this Section 6, and the Offering Holder has not entered into a definitive agreement described in Section 6(d) within six months from the date the ROFO Offer Notice from the ROFO Recipient was due to be received by the Offering Holder, then the provisions of this Section 6 shall again apply, and such Offering Holder shall not Transfer or offer to Transfer such Equity Securities without again complying with this Section 6. (e) Upon exercise by the ROFO Recipient of its right of first negotiation and the acceptance by the Offering Holder of such offer under this Section 6, the ROFO Recipient and the Offering Holder shall be continuous through legally obligated to consummate the purchase contemplated thereby and including shall use their commercially reasonable efforts to secure any governmental authorization required, to comply as soon as reasonably practicable with all applicable laws and to take all such other actions and to execute such additional documents as are reasonably necessary or appropriate in connection therewith and to consummate the date that is thirty six purchase of the Offered Securities as promptly as practicable. (36f) months prior The restrictions set forth in this Section 6 are in addition to (and not in lieu of) the Expiration Date restrictions set forth in Section 1. (g) The rights of the Executive set forth in this Section 6 shall terminate at such time as the same may be extended). Tenant’s rejection Executive is deceased or incapacitated due to mental or physical illness, as determined by the majority of any particular Offer to Lease shall not relieve Landlord the members of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional SpaceBoard.

Right of First Negotiation. If at any time through and including the date that is thirty six (36) months prior to the Expiration Date Landlord shall notify Tenant in writing whenever an Expansion Space (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below) becomes, or is expected to become, available ("Availability Notice")), Landlord . Such notification shall first give written notice to Tenant offering to lease such Additional Space to Tenant on include the rental rate and other terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, upon which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer Landlord is willing to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional rent Expansion Space. Tenant shall have ten the right of first negotiation for such Expansion Space for a period of thirty (1030) Business Days days after Tenant's receipt of an Offer the Availability Notice. Landlord shall negotiate in good faith with Tenant for the Expansion Space and if no agreement as to Lease the terms of a proposed lease can be reached within thirty (30) days after Tenant's receipt of the Availability Notice, then Landlord may lease the Expansion Space during a one (1) year period thereafter (following which this right of first negotiation shall be reinstated) to another party on terms (including the terms included in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice the definition of Fair Market Rental Value) in the aggregate no less favorable to Landlord in which than Landlord's last offer to Tenant shall agree during such negotiations ("Landlord's Last Offer"). If during such one year period Landlord has received a bonafide offer to lease the Additional Expansion Space from Landlord. Time which Landlord is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails prepared to accept an Offer and the aggregate terms of such lease are less favorable to Lease within such ten (10) Business DaysLandlord than Landlord's Last Offer, then Landlord shall give notice to Tenant of such terms in writing and Tenant shall thereafter have the a right to lease such Additional Space; providedof first refusal, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said exercisable during a ten (10) business day periodperiod following receipt of such notice, any further transaction shall be deemed a new determination by Landlord to lease such Additional Expansion Space and on the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly terms set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreementssuch notice. If not timely exercised by Tenant, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s such right of first negotiation refusal shall be continuous through and including the date that is thirty six (36) months prior expire with respect to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Space.particular

Right of First Negotiation. If at any Tenant shall have a one-time through and including the date that is thirty six (36) months prior right of first negotiation with respect to the Expiration Date (as the same may be extended), Landlord intends to a lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the entire Building (collectively8, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”)Paragraph 42. Tenant’s rights under this Section are subordinate Paragraph 42 shall not arise unless and until Landlord elects, in its sole discretion, to all rights as commence construction of Building 8. Landlord shall provide written notice to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E Tenant (“Additional Space Superior RightsTrigger Notice”). An Offer ) if and when Landlord determines that it will construct Building 8, prior to Lease shall set forth the description commencing negotiations for a lease of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Spacesuch space with another party. Tenant shall have ten five (105) Business Days after business days following the receipt of an Offer the Trigger Notice to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable deliver written notice to Landlord in which Tenant shall agree of Tenant’s desire to negotiate to lease the Additional Space entire Building 8 (“Interest Notice”). If Tenant timely delivers the Interest Notice, Tenant’s exclusive right to negotiate shall extend for a total of thirty (30) days from Landlord. Time is the date of the essence with respect to Trigger Notice, provided that such thirty (30) day period may be extended by mutual written agreement of Landlord and Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease timely deliver the Interest Notice, or if Landlord and Tenant have not entered into a written contract of lease within such ten thirty day period (10) Business Days, then and Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction and Tenant shall be deemed under no duty to enter into such a new determination by contract of lease), Tenant’s rights under this Paragraph 42 shall terminate. Tenant’s rights under this Paragraph 42 shall only be binding upon the originally named Landlord under this Lease, and shall not be binding upon any purchaser, lender or other successor to lease such Additional Space and the provisions of this paragraph shall again be applicableLandlord’s interest in Parcel 2. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, Landlord agrees not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease transfer only that portion of the applicable Additional Space shall Parcel 2 upon which Building 8 would be coterminous with the Lease Term, Base Rent shall be in the amount constructed for purposes of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. circumventing Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior pursuant to the Expiration Date (as the same may be extended)this Paragraph 42. Tenant’s rejection rights under this Paragraph 42 shall only benefit the originally named Tenant under this Lease and any assignee arising out of a Permitted Transfer, are not otherwise transferable and shall not inure to the benefit of any particular Offer sublessees or other assigns of Tenant’s interest under this Lease. Tenant’s rights under this Paragraph 42 shall terminate at such time as Tenant no longer occupies at least sixty percent (60%) of the Premises for Tenant’s own use (exclusive of the occupancy of subtenants, assignees and licensees). Neither Landlord nor Tenant has had any contract or dealings regarding Building 8 through any licensed real estate broker or other person who may claim a right to Lease a commission or finder’s fee as a procuring cause of any lease that might be entered into in respect of Building 8. If any broker or finder makes a claim for a commission or finder’s fee based upon any such contact, dealings, or communications, the party through whom the broker or finder makes his claim shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease be responsible for said commission or fee, and all costs and expenses (including reasonable attorneys’ fees) incurred by the Additional Spaceother party in defending against such claim.

Right of First Negotiation. If at Provided that Tenant is not then in -------------------------- default in the performance of any time through of its obligations under the Lease (beyond any applicable notice and including cure period) Landlord grants to Tenant the date that is thirty six following right of first negotiation (36"Right of First Negotiation") months prior with respect to the Expiration Date (as the same may be extended)following space: 12,888 square feet located at 0000 Xxxxxx Xxxx, Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard Xxx Xxxx, Xxxxxxxxxx (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional "First Negotiation Space”"), then, prior to entering into such a lease (excluding a lease executed pursuant . Subject to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the following terms and conditions conditions, Tenant shall have the Right of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as First Negotiation with respect to the Additional First Negotiation Space currently set forth in existing leases with tenants in occupancy in if such space becomes available during the Project as of the date of this Amendment, Lease Term (including any renewalextensions thereof): (i) when the First Negotiation Space becomes available, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after business days following its receipt of an Offer Landlord's notice that the First Negotiation Space is available to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice respond to Landlord in writing, (ii) Landlord's notice shall be in writing and shall include the salient terms on which Tenant shall agree Landlord proposes to lease the Additional First Negotiation Space, (iii) Tenant's failure to respond during such period shall be deemed to be Tenant's election to pass on the First Negotiation Space, (iv) in the event Landlord receives written notice from Tenant during such period of Tenant's interest in the First Negotiation Space, Landlord and Tenant shall have the twenty (20) day period following Landlord's receipt of Tenant's notice to meet, confer and agree in writing on the terms and conditions upon which Tenant would lease the First Negotiation Space from Landlord. Time is , (v) if Landlord and Tenant are able to agree on the terms on which Landlord would lease the First Negotiation Space to Tenant during such period, Landlord and Tenant agree to execute an amendment to this Lease to incorporate the First Negotiation Space and those terms agreed to by Landlord and Tenant, and (vi) in the event Landlord and Tenant are unable to agree in writing on the terms for the lease of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease First Negotiation Space within such ten twenty (1020) Business Daysday period (or in the event Tenant passes on such space, or is deemed to have passed on such space), then Landlord shall thereafter have be free to market the right First Negotiation Space to any third parties without any liability to Tenant. Landlord and Tenant agree to negotiate in good faith taking into consideration the rental rates of similar projects in the geographic area of the Project (including the rent, operating costs, and all other monetary payments that Landlord could obtain for the Expansion Space from a third party desiring to lease such Additional Space; providedspace, howeverthe services provided under the terms of the Lease, if Landlord does not lease and all other monetary payments then being obtained for new leases of space comparable to such Additional Premises within ninety (90) days after space), and assuming that the expiration of said ten (10) business day period, any further transaction shall First Negotiation Space will be deemed a new determination by Landlord to lease such Additional Space used for the highest and best use allowed under the provisions of this paragraph shall again be applicableLease. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease parties agree that the term of the applicable Additional Lease with respect to the First Negotiation Space shall be coterminous expire with the Lease TermTerm and shall in no event be less than three years. The Right of First Negotiation described herein is personal to Tenant and may not be exercised or assigned, Base Rent shall be in the amount of the Fair Market Value determined according voluntarily or involuntarily, by or to Section 10 of this Amendmentany person or entity other than Tenant without Landlord's prior written consent, Tenant shall accept the Additional Space which Landlord may withhold in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease sole and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spaceabsolute discretion.

Right of First Negotiation. If at any time through and including Notwithstanding the date that is thirty six (36) months foregoing, if the Conditions Precedent are subsequently satisfied prior to the Expiration Date earlier of (as i) the same may be extended)transfer of Phase II by Landlord to a third party; (ii) the termination of the Phase I Lease; (iii) the assignment of the Phase I Lease or subletting by Tenant of more than sixty percent (60%) of Phase I; or (iv) December 31, Landlord intends 1999, then prior to offering to lease all or any portion of the Phase II to any third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below))party, Landlord shall first give notify Tenant of the availability of Phase II (the "Trigger Notice"). Tenant shall have five (5) business days following receipt of the Trigger Notice to deliver written notice to Tenant offering Landlord of Tenant's desire to negotiate to lease all (but not less than all) of Phase II. If Tenant delivers its notice within such Additional Space five day period, Tenant shall have the exclusive right to Tenant on negotiate with Landlord for twenty (20) calendar days after receipt of the Trigger Notice for the lease of all (but not less than all) of Phase II. Neither party shall be under any duty to enter into a lease of Phase II and, in conducting such negotiations, neither party shall be bound by the terms and conditions contained in this Lease or any other prior agreements or discussions. If Tenant does not deliver its notice within such five day period, or if Landlord and Tenant have not entered into a written contract of lease within the Leasetwenty day negotiation period, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s 's rights under this Section paragraph shall terminate, and Landlord shall be free to lease all or any portion of Phase II to one or more third parties on such terms and conditions as Landlord and such parties shall agree. Tenant's rights under this paragraph are subordinate personal to all Tenant and are not assignable. In addition, Tenant's rights as under this paragraph shall not be binding on any purchaser, lender or other successor to the Additional Space currently set forth Landlord's interest in existing leases with tenants in occupancy in the Project as Phase II or any portion of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from LandlordProject. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spaceparagraph.

Right of First Negotiation. If at any time through and including At such time, if any, during the date that is thirty six (36) months prior to the Expiration Date (term of this lease as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within premises located in the Project commonly known as 4160 Dublin Boulevard 000 Xxxxx Xxxx Xxxxxxx consisting of approximately seventeen thousand four hundred seventy (the “4160 Building”17,470) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a square feet becomes available for lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)"First Negotiation Space"), Landlord shall first give Tenant written notice to Tenant offering of the terms and conditions on which Landlord is willing to lease such Additional Space space to Tenant ("Landlord's Notice"). Tenant shall have the right, within five (5) days after the date of Landlord's Notice to give Landlord written notice whether or not Tenant desires to lease the First Negotiation Space on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in Landlord's Notice. Tenant's failure to give written notice of its desire to lease the First Negotiation Space within said five (5) day period shall be deemed Tenant's waiver of its right of first negotiation to lease the First Negotiation Space on the terms and conditions set forth in Landlord's Notice. If Tenant gives written notice that it desires to lease the First Negotiation Space on the terms and conditions set forth in Landlord's Notice, then Landlord and Tenant shall, within fifteen (15) days after Tenant delivers said notice, thereafter execute an amendment to this lease that incorporates the First Negotiation Space into the Premises and subjects the First Negotiation Space to the terms and conditions of this lease. If Landlord and Tenant do not execute an amendment to this lease within said fifteen (15) day period, then Tenant's right of first negotiation with respect to the First Negotiation Space shall be deemed terminated and Landlord shall have the right to market the First Negotiation Space free and clear of any rights of Tenant hereunder. Tenant's right of first negotiation with respect to the First Negotiation Space set forth herein shall be subject to any and all existing leases with rights of first refusal, rights of first negotiation or other similar rights of other tenants in occupancy in the Project that exist as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spacelease.

Right of First Negotiation. If Tenant shall have a right of first negotiation with respect to approximately 165,000 square feet of rentable area located in that certain building to be constructed by Landlord located at any time through and including 000 Xxxxxx Xxxxx Xxxx. (collectively, the date that is thirty six “Negotiation Space”). Landlord shall deliver to Tenant notice regarding such Negotiation Space upon the earlier of (36i) months prior Landlord’s intent to commence construction of the Expiration Date Negotiation Space, or (as the same may be extended), Landlord intends ii) Landlord’s receipt of a bona-fide offer to lease all or any portion of the Negotiation Space from a third floor party, which notice shall state the exact location, configuration and rentable square footage of the building within Negotiation Space and the Project known as 4160 Dublin Boulevard date upon which it is expected to become available. Tenant shall have fifteen (15) business days thereafter (the “4160 BuildingNegotiation Period”) or all or any part to negotiate in good faith with Landlord and, if Tenant so elects, Landlord shall enter into such good faith negotiations with Tenant with respect to the base rent, allowance amounts if any, length of term, and other economic terms (the “Fundamental Terms”) for the Negotiation Space, in each party’s sole and absolute, but good faith, discretion. Until the expiration of the second floor Negotiation Period, Landlord shall not execute a written lease with a third party for the Negotiation Space set forth in the written notice. If Tenant and Landlord cannot agree on the Fundamental Terms within such period, then Tenant’s right to expand the Premises to include the Negotiation Space shall terminate and Landlord shall be free to lease the Negotiation Space to another tenant, provided that, if Landlord has not entered into any such lease or commenced construction within one hundred eighty (180) days after the expiration of the Building (collectively, the “Additional Space”)Negotiation Period, then, prior to entering into any lease of such a lease (excluding a lease executed pursuant to Negotiation Space or commencing construction of the exercise of any Additional Space Superior Rights (defined below))Negotiation Space, Landlord shall first give written notice again offer such space to Tenant offering in accordance with the terms of this Section 1.4 (provided that Tenant shall respond to any such “re-offer” within ten (10) business days after delivery of such “re-offer” notice). Subject to the foregoing, to the extent Landlord commences construction or enters into a lease with a third-party following Landlord and Tenant’s failure to agree upon the Fundamental Terms during the Negotiation Period, then Tenant’s right set forth in this Section 1.4 shall be deemed terminated and of no further force or effect. Neither party shall have the right to have a court or other third party determine the Fundamental Terms for the Negotiation Space. If Landlord and Tenant agree on the Fundamental Terms for the Negotiation Space within such Additional time period, then Landlord and Tenant shall promptly execute an amendment to this Lease (or at Landlord’s election, a new lease for such Negotiation Space to Tenant (which new lease shall be on all the terms and conditions of this Lease and include the Leaseagreed upon Fundamental Terms)) and, as amended by this Amendment, other than Base Rent, which shall be on the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as later of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation agreed upon in the Fundamental Terms and other similar rights as set forth the date on which the attached Exhibit E (“Additional Negotiation Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Spacebecomes available, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord expanded to lease such Additional Space and include the provisions of this paragraph shall again be applicableNegotiation Space. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within Tenant is in default (beyond applicable notice and cure periods) on the date Landlord would be required to give notice to Tenant, Landlord shall have no obligation to provide such ninety (90) day periodnotice to negotiate with Tenant regarding the Negotiation Space. Upon the expansion of the Premises, such ninety (90) day period Tenant’s Share shall be extended for so long as such bona fide negotiations continue, not increased to exceed six (6) months after such ninety (90) day periodreflect the rentable square footage of the Negotiation Space. If Tenant timely accepts an Offer to Lease, The term of the lease of with respect to the applicable Additional Negotiation Space shall be coterminous with the Lease Term, Base Rent shall be in Term for the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional SpacePremises.

Right of First Negotiation. If at 6.1 The sale, licensing, assignment, transfer, grant or any time through other disposal whatsoever ("Disposition") by the Contractor of any inventions, technology, know-how, systems, products, processes, information, software, copyrights and including the date that is thirty six like, whether patentable or patented or not, and whether subject to any other legal protection or not, relating to iSCSI and storage applications which are not created or conceived within the scope of the Project (36) months prior "Contractor IP"), to any third party, shall be subject to the Expiration Date right of first negotiation of StoreAge as hereinafter provided: 6.2 The Contractor shall provide to StoreAge a written notice within 24 hours (as the same may be extended), Landlord intends to lease all or any portion "Notice") of the third floor receipt of the building within the Project known as 4160 Dublin Boulevard any offer to dispose of such Contractor IP (the “4160 Building”) or all or any part thereof) (the "Disposition Proposal") and of the second floor proposed terms of such Disposition Proposal. The Notice shall include the following information: (a) the identity of the Building party making the Disposition Proposal and (collectivelyb) the specific terms of the Disposition Proposal, including all material terms thereof. StoreAge shall have a period of fifteen (15) days (which time period may be extended by mutual written agreement) following its receipt of the “Additional Space”Notice ("Negotiation Period") in which to present to Contactor a counter offer ("StoreAge Offer"). During such Negotiation Period StoreAge shall have the exclusive right to engage in negotiations with the Contractor with respect to such StoreAge Offer. If the Contractor elects to pursue the StoreAge Offer, then the Contractor will provide StoreAge written acknowledgment of such election. The parties agree to negotiate in good faith for a period of fifteen (15) days (which may be extended by mutual written agreement) after StoreAge's receipt of the Contractor's written acknowledgment to pursue StoreAge's Offer, to reach agreement on mutually agreeable terms. In the event: (i) StoreAge does not deliver a StoreAge Offer within the Negotiation Period, (ii) StoreAge notifies the Contractor, in writing, of StoreAge's decision not to present a StoreAge Offer or (iii) the Contractor elects not to accept the StoreAge Offer, which election shall be subject to the Contractor's obligations under the second and third preceding sentences, then, prior and only then, the Contractor shall be free, for a period of ninety (90) calendar days following the expiration of the Negotiation Period, to entering into such a lease (excluding a lease executed pursuant agree to accept the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant Disposition Proposal on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy the Notice or on such other terms and conditions, in the Project as aggregate, not more favorable to the potential purchaser than those specified in the Notice. Any proposed acquisition of the date modifications or developments pursuant to an Disposition Proposal after the end of such 90-day period or any change in the terms of such Disposition Proposal, which are more favorable to the potential purchaser shall require a new Notice, and shall give rise anew to the rights of StoreAge provided in this Amendment, including any renewal, extension, expansion, first offer, first negotiation Section. 6.3 For the removal of doubt and other similar rights as set forth on without derogating from the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description provisions of the applicable Additional SpaceSection 6.1 and 6.2 above, the commencement date Contractor may sell any of its products (including software licensing) to third parties in the proposed lettingordinary course of its business, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety that (90i) days after no transfer, disposal or disclosure of any intellectual property pertaining to StoreAge's business (at the expiration of said ten (10relevant time) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space conducted, and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90ii) day period, such ninety (90) day period no source code shall be extended for so long as such bona fide negotiations continue, not delivered to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, any third party; unless the lease Contractor obtains the prior written consent of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional SpaceStoreAge.

Right of First Negotiation. If at any time through and including the date that is thirty six (36) months prior to the Expiration Date Landlord shall notify Tenant in writing whenever an Expansion Space (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below) becomes, or is expected to become, available ("Availability Notice")), Landlord . Such notification shall first give written notice to Tenant offering to lease such Additional Space to Tenant on include the rental rate and other terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, upon which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer Landlord Is willing to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional rent expansion Space. Tenant shall have ten THE right of first negotiation for such Expansion Space for a period of thirty (1030) Business Days days after Tenant's receipt of an Offer the Availability Notice. Landlord shall negotiate in good faith with Tenant for the Expansion Space and if no agreement as to Lease the terms of a proposed lease can be reached within thirty (30) days after Tenant's receipt of the Availability Notice, then Landlord may lease the Expansion Space during A one (1) year period thereafter (following which this right of first negotiation shall BE reinstated) to another party on terms (including the terms included in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice the definition of Fair Market Rental Value) in the aggregate no less favorable to Landlord in which than Landlord's last offer to Tenant shall agree during such negotiations ("Landlord's Last Offers. If during such one year period Landlord has received a bonafide offer to lease the Additional Expansion Space from Landlord. Time which Landlord is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails prepared to accept an Offer and the aggregate terms OF such lease are less favorable to Lease within such ten (10) Business DaysLandlord than Landlord's Last Offer, then Landlord shall give notice to Tenant of such terms in writing and Tenant shall thereafter have the A right to lease such Additional Space; providedof first refusal, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said exercisable during a ten (10) business day periodperiod following receipt of such notice, any further transaction shall be deemed a new determination by Landlord to lease such Additional Expansion Space and on the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly terms set forth in such notice, If not timely exercised by Tenant, such right of first refusal shall expire with respect to the Offer to Lease and otherwise particular Expansion Space described in the lease notice, For purposes of Additional Space shall be upon all this Section, "Expansion Space" shell mean (a) any rentable space on the first (1st) and/or second (2nd) floaters) of the agreementsAdjacent Building which is available for lease during months one (1) through eighty-four (84) at the Term of the Lease, termsand (b) any rentable space on the third (3') floor which is available for lease dt.ring months thirty-seven through eighty-four (84) of the Term of the Lease. All rights of fi st negotiation and first refusal pursuant to this Section shall in any event terminate seven (i) years after (he Commencement Date 2. Except as specifically set forth in this Second Amendment, covenants all other terms and conditions of the PacCor/LPL Lease, as amended hereby. Tenant’s right of first negotiation amended, shall be continuous through remain in full force and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spaceeffect.

Right of First Negotiation. If at Owner hereby grants Developer a one-time right of first negotiation (“First Right”) to acquire the Remainder Property, or any time through and including portion thereof. The First Right shall automatically terminate on the date that is thirty six earlier of the following: (36a) months termination of this Agreement prior to the Expiration Date Closing for any reason, or (as b) the same may be extended)third (3rd) anniversary of the Closing Date. Prior to offering the Remainder Property, Landlord intends to lease all or any portion thereof, for sale to any other party, Owner shall give Developer written notice of the third floor portion of the building within the Project known as 4160 Dublin Boulevard Remainder Property (the “4160 BuildingDesignated Property”) or all or any part that Owner is wishing to sell. Within ten (10) days after receipt of the second floor of the Building (collectivelyOwner’s notice, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed Developer must give Owner written notice pursuant to which Developer shall elect to (i) exercise the First Right, or (ii) not exercise of any Additional Space Superior Rights the First Right. If Developer does not respond in writing to Owner’s notice within the ten (defined below))10) day period, Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which Developer shall be the Fair Market Value of such Additional Space, as specified in such notice deemed to have elected clause (an “Offer to Lease”). Tenant’s ii) above and Developer shall have no further rights under this Section are subordinate 1.3. If Developer timely elects (i) above, Owner and Developer shall have twenty (20) days to all rights as endeavor in good faith to negotiate the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as basic economic terms, including but not limited to a description of the property to be sold, the purchase price, due diligence period, and closing date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on (the attached Exhibit E (“Additional Space Superior RightsEconomic Terms”). An Offer In the event that the parties agree upon the Economic Terms during such twenty (20) day period, then Owner shall promptly prepare and deliver to Lease shall set forth Developer an amendment to this Agreement if the description of Closing hereunder has not yet occurred, or a new purchase agreement if the applicable Additional Space, Closing hereunder has occurred consistent with the commencement date of Economic Terms agreed upon by the proposed lettingparties, and Landlord’s determination of Developer shall execute and return the Base Rent for the Additional Space. Tenant shall have amendment or new purchase agreement to Owner within ten (10) Business Days after days from receipt of an Offer thereof. If Developer elects, or is deemed to Lease in which have elected, not to accept such offerpurchase the Designated Property, or if the parties can not agree upon the Economic Terms during the twenty (20) day period outlined above, then the First Right shall terminate and Developer shall have no further rights under this Section 1.3. Tenant shall accept such offerThe First Right is a one-time right and, therefore, Owner will only have to offer the Designated Property to Developer once and if at all, only by irrevocable written notice the parties fail to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is reach agreement for Developer’s acquisition of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business DaysDesignated Property, then Landlord Owner shall thereafter have be free to sale the right Designated Property to lease any other party on such Additional Spaceterms Owner elects in its sole and absolute discretion; provided, however, that if Landlord the Designated Property consists of only a portion of the Remainder Property, the First Right shall remain in full force and effect as to any portion of the Remainder Property that does not lease constitute, or has not constituted, Designated Property pursuant to this Section 1.3. Concurrently herewith, Owner and Developer shall execute, acknowledge and deliver to Escrow Holder, for recordation concurrently with the Memorandum, a memorandum of such Additional Premises within ninety agreement (90the “First Negotiation Memorandum”) days after in such form as may be mutually acceptable to the parties. Upon the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions or termination of this paragraph shall again be applicable. Notwithstanding First Right, Developer agrees to provide Owner with an executed and notarized quit claim deed in order to remove the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior First Negotiation Memorandum from title to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional SpaceRemainder Parcel.

Right of First Negotiation. If Provided that no uncured Event of Default has occurred or is occurring under this Lease, Tenant shall have a one time first right of negotiation on the balance of the rentable space located at any time through and including 0000 Xx Xx Xxxx Xxxxxxxxx (“2860 Space”) if the tenant, as of the date that is thirty six hereof, of the 2860 Space (36together with its successors, assigns, and affiliate, “2860 Space Tenant”) months prior does not renew 2860 Space Tenant’s lease with respect to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor 2860 Space or relet any portion of the building within the Project known as 4160 Dublin Boulevard 2860 Space under other terms acceptable to Landlord. Landlord shall provide Tenant with written notice (the “4160 BuildingROFN Notice”) or all or any part when the 2860 Space becomes available for lease other than to the 2860 Space Tenant. If Tenant is interested in leasing the 2860 Space, it shall provide Landlord with written notice of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have same within ten (10) Business Days after receipt days of an Offer to Lease in which to accept such offer. the applicable ROFN Notice (the “Acceptance Notice”), and Landlord and Tenant shall accept such offercommence negotiations in good faith regarding the applicable space within five (5) business days after the Acceptance Notice and, if at all, only by irrevocable written notice they are able to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence reach an agreement with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within the leasing thereof, shall enter into such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Spaceagreement; provided, howeverhowever that (a) until a written lease or lease amendment agreement between the parties has been entered into and delivered by Landlord and Tenant, Landlord shall have no other obligation to Tenant with respect to either the 2860 Space, and (b) if Tenant does not deliver the Acceptance Notice as and when described above, or if Landlord does and Tenant do not lease such Additional Premises commence negotiations as described in this Article 55, or if they fail to reach an agreement within ninety fifteen (9015) business days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease giving of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this AmendmentROFN Notice, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer have no further rights hereunder with respect to Lease such time and otherwise the lease of Additional Space Landlord shall be upon all of the agreementsfree to negotiate with other parties, on any terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Space.

Right of First Negotiation. If at 34.1 Following Tenant's occupancy of the Initial Premises, and subject to the rights of existing tenants within specific suites, Tenant shall have a right of first opportunity to negotiate for a lease of any time through space on the first and including second floor "East" space of the date that is thirty six Production Building, which has previously been leased to another Tenant and becomes available (36) months the "Opportunity Space"), prior to the Expiration Date (Opportunity Space being offered to any person or entity other than Tenant. The terms, conditions and rental rate under which the Opportunity Space is to be leased to Tenant, if at all, are subject to the mutual agreement of Landlord and Tenant at such time as the same may be extended), Landlord intends Opportunity Space becomes available and Tenant desires to lease all or any portion it from Landlord. Space occupied by a tenant that wishes to remain after the expiration of the third floor term of its lease (whether or not it has an extension option) will not be deemed "available." 34.2 Prior to offering any of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease Opportunity Space (excluding a lease executed pursuant any Opportunity Space previously offered to the exercise of Tenant under this Section) to any Additional Space Superior Rights (defined below))person or entity other than Tenant, Landlord shall first give written notice to notify Tenant offering to lease such Additional that Landlord expects Opportunity Space to become available to lease, advising Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional such Opportunity Space Superior Rights”). An Offer is expected to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Spacebe available. Tenant shall then have ten (10) Business Days after receipt of an Offer to Lease calendar days in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to notify Landlord in which Tenant shall agree writing exercising Tenant's right to negotiate a lease the Additional Space from Landlord. Time is of the essence Opportunity Space and twenty (20) days after notification to reach written mutual agreement with Landlord regarding the terms, conditions and rental rate for such lease. If Landlord and Tenant do not execute a lease amendment incorporating all material terms with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease the Opportunity Space within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business 20 day period, any further transaction shall be deemed a new determination by Landlord Tenant's right with respect to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional that particular Opportunity Space shall be coterminous forever terminate. 34.3 The foregoing negotiation right shall apply only with the Lease Termrespect to Opportunity Space, Base Rent shall be in the as an entire, discrete and identifiable amount of the Fair Market Value determined according to Section 10 of this Amendmentfloor space, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same is now or in the future will be leased to some other tenant, and may not be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Space.exercised

Right of First Negotiation. If at any time through and including (a) Seller hereby agrees that, from the date that is thirty six (36) months prior to Closing Date until the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion sixth anniversary of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectivelyProduct Launch Date, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant Buyer shall have ten (10) Business Days after receipt a first right of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence negotiation with respect to Tenant’s acceptance any products, inventions, trade secrets, or other Intellectual Property Rights that Seller or any Affiliate of an Offer Seller determines to Lease. If Tenant fails sell, license, co-market, co-distribute or otherwise commercialize, and any joint venture, strategic alliance or other collaborative business arrangement or transaction with respect to accept an Offer any such products, inventions, trade secrets or other Intellectual Property Rights (any of the foregoing a "Potential Opportunity"), unless Seller determines in its sole discretion to Lease within commercialize such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Spaceproducts without a commercial partner; provided, however, if Landlord does that this first right of negotiation shall not lease apply to any arrangement that results directly from negotiations which are generally identified in Item 5.10(a) of the Disclosure Schedule and which Seller can conclusively show to have been initiated by Seller prior to the Closing Date. (b) Seller shall provide written notice to Buyer of any Potential Opportunity that is subject to the first right of negotiation under this Section 5.10. Such notice shall provide reasonable detail regarding such Additional Premises within ninety Potential Opportunity, including all of the material terms that are known or anticipated at the time of such notice. (90c) After receipt of written notice from Seller as described in subsection (b) above, Buyer shall have 10 days after to exercise its first right of negotiation by providing written notice to Seller. During the expiration 10 day period following receipt of said ten written notice by Buyer, Seller shall provide Buyer with reasonable access to Seller's officers, employees and agents, during regular business hours and at Buyer's cost and expense, and shall provide Buyer with such further information as Buyer shall reasonably request; provided, that information provided pursuant to this Section 5.10 shall be subject to the confidentiality provisions of this Agreement. (10d) business day periodIf Buyer elects to exercise its first right of negotiation, any Buyer and Seller shall negotiate exclusively and in good faith for a period of not less than 60 days regarding such Potential Opportunity. If following good faith negotiations effected in accordance with this Section 5.10, Seller determines not to enter into a binding agreement with Buyer, Seller will be entitled to pursue the Potential Opportunity without further transaction restriction under this Section 5.10 and Buyer shall have no other claim or right under this Section 5.10 with respect thereto. Nothing in this Section 5.10 shall be deemed a new determination by Landlord to lease such Additional Space and limit or diminish the provisions obligations of Seller under any other provision of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety Agreement (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to including Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended5.9). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Space.

Right of First Negotiation. If at Subject to any time through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended)existing rights of expansion, Landlord intends to lease all right of first refusal, first negotiation or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor first offer held by tenants of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this AmendmentLease, including and subject to the rights of any renewalpresent tenants of such space to renew or extend the terms of their respective Leases, extension, expansion, first offer, Tenant shall have a right of first negotiation and other similar rights as set forth on with respect to the attached Exhibit E third floor of the Building (“Additional Space Superior Rights”the "Negotiation Space"). An Offer If such Negotiation Space becomes available for lease, Landlord shall deliver to Lease shall set forth Tenant written notice stating the description exact location, configuration and rentable area of the applicable Additional Negotiation Space and the date upon which it is expected to become available. Tenant shall have fifteen (15) days thereafter to deliver to Landlord written notice (the "Negotiation Notice") exercising Tenant's right of first negotiation with respect to the Negotiation Space, . The failure of Tenant to deliver the commencement date Negotiation Notice within. in such fifteen (15) day period shall be deemed failure by Tenant to exercise the right herein granted and thereafter Landlord shall be free to lease the Negotiation Space to another tenant upon any terms and conditions without regard to Tenant. Upon receipt of the proposed letting, Negotiation Notice. Tenant and Landlord’s determination Landlord shall thereafter negotiate in good faith for a period of twenty (20) business days with respect to the Base Rent for the Additional Negotiation Space. If Tenant and Landlord cannot agree on the Base Rent within such twenty (20) business days, then Tenant's right to extend the Premises to include the Negotiation Space shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant terminate and Landlord shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree be free to lease the Additional Negotiation Space from Landlord. Time is of the essence with respect to another tenant upon any terms and conditions without regard to Tenant’s acceptance of an Offer . Neither party shall have The right to Leasehave a court or other third party determine the Base Rent for the Negotiation Space. If Landlord and Tenant fails to accept an Offer to Lease agree on the Base Rent for the Negotiation Space within such ten (10) Business Daystime period, then Landlord and Tenant shall thereafter have promptly execute an Amendment to this Lease, and, on the right to lease such Additional Space; provideddate on which the Negotiation Space becomes available, however, if Landlord does not lease such Additional the Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord expanded to lease such Additional Space and include the provisions of this paragraph shall again be applicableNegotiation Space. Notwithstanding the foregoing, if bona fide lease negotiations Tenant is in default on the date of giving the Negotiation Notice, Tenant shall have no right to so expand the Premises; or if Tenant is in default on the date the Premises are commenced within such ninety (90) day periodto be expanded, such ninety (90) day period the Premises shall not be so expanded. Upon the expansion of the Premises, Tenant's percentage share shall be extended for so long as such bona fide negotiations continue, not increased to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, reflect the lease rentable area of the applicable Additional Negotiation Space. The term of the Lease with respect to the Negotiation Space shall be coterminous conterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional SpacePremises.

Right of First Negotiation. If 8.1 Except for products for which IG has commenced discussions with third parties prior to the Effective Date, as disclosed to ABG in writing, in the event that IG at any time through and including during the date that is thirty six Term of this Agreement wishes to enter into a business arrangement for a product (36a "Future Product") months prior to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion i) for use outside of the third floor of the building within the Project known Licensed Field, or (ii) that IG plans to market as 4160 Dublin Boulevard (the “4160 Building”) its own product but is seeking a Third Party to assist with marketing or all or any part of the second floor of the Building (collectivelycommercialization, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord then IG shall first give written notice to Tenant offering to lease such Additional Space to Tenant on ABG specifying in reasonable detail the terms and conditions of proposed or existing Future Product (the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”"IG Notice"). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of ABG shall have thirty (30) days after the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights the IG Notice to provide a written response to IG (the "ABG Response") as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer whether or not it wishes to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence enter into negotiations with IG with respect to Tenant’s acceptance of an Offer to Leasesuch rights. If Tenant fails the ABG Response is not received within the thirty (30) day response period or if ABG declines to accept an Offer to Lease within such ten (10) Business Daysenter into negotiations, then Landlord IG shall thereafter have the right right, alone or in collaboration with a third party, to lease pursue the development, commercialization or licensing of the Future Product. If the ABG Response states that ABG wishes to enter into negotiations with IG, the Parties shall negotiate exclusively and in good faith the terms of a business arrangement for such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety Future Product for a period of sixty (9060) days after from the date of the ABG Response. If the Parties do not agree upon and execute a written agreement within the sixty (60) day negotiation period, as such period may be extended by written agreement of both Parties, then ABG shall, within ten business days following the expiration of said ten (10) business day such period, any further transaction deliver to IG a proposal (the "ABG Proposal") containing the material terms on which ABG proposes to enter into a business arrangement for the Future Product. If IG accepts such ABG Proposal, then it shall be deemed a new determination by Landlord to lease such Additional Space so notify ABG and the provisions parties shall promptly enter into a binding written agreement containing the terms of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day periodABG Proposal. If Tenant timely accepts an Offer IG does not accept the ABG Proposal, then it shall so notify ABG, whereupon IG shall have the right to Lease, negotiate with (but not disclose the lease terms of the applicable Additional Space ABG Proposal to) any third party, and consider such proposal from a third party (the "Third Party Proposal") containing the material terms on which the third party proposes to enter into a business arrangement with respect to such Future Product; provided that IG shall be coterminous with not accept the Lease TermThird Party Proposal or any agreement related thereto, Base Rent shall be unless and until IG determines in good faith that the amount terms of the Fair Market Value determined according Third Party Proposal, taken as a whole, are more favorable to Section 10 of this Amendment, Tenant shall accept IG than the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all terms of the agreementsABG Proposal, termstaken as a whole, covenants and conditions of recognizing the Lease, as amended herebyprinciple that ABG is the preferred partner in all circumstances in which the proposals are roughly comparable. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended)9 CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional SpaceASTERISKS DENOTE OMISSIONS.

Right of First Negotiation. If at 44.01. Provided Tenant is not in default of this Lease, upon reasonable written request of Tenant, Landlord shall provide Tenant with a list of existing leases setting forth termination dates and option periods, if any, on any time through space in the Building. Landlord and including the date that Tenant agree to negotiate towards a fair market value rental for any space which Tenant notifies Landlord it is thirty six (36) months prior interested in renting and is available or will become available, subject to the Expiration Date (as rights of other tenants in the same may be extended)Building. For purposes of this Section, Landlord intends "rights" of existing tenants shall include an existing tenant's right of first refusal, an option to expand, an option to renew, a renewal of an existing lease all whether or any portion not pursuant to an option or the right of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a new tenant who executes a lease for the vacant space while Landlord and Tenant are negotiating after the passage of two (excluding 2) weeks from Tenant's notice. The foregoing shall not obligate either Landlord or Tenant to enter into a lease executed for any space which is the subject of negotiation by Landlord or Tenant pursuant to the exercise foregoing. 44.02. In furtherance and notwithstanding the foregoing and subject to availability of any Additional Space Superior Rights (defined below))space, Landlord shall first give written notice make available to Tenant offering to lease such Additional Space to Tenant 8,000 rentable square feet of space on the 9th floor for one (1) year from the Commencement Date of this Lease subject to the same terms and conditions of this Lease except that the Leaseworkletter shall be proportionately reduced by up to ten percent (10%) on a proportionate basis depending upon if, as amended by this Amendmentand when Tenant executes an amendment for such space. Tenant shall also have the right to take any additional space on the 9th floor above and beyond the 8,000 square feet if same is available. However, other than Base Rent, which Landlord shall be have no obligation to keep such space vacant during the Fair Market Value of aforesaid one (1) year period. Landlord shall have no obligation to advise Tenant as to whether or not it is negotiating with any tenant for space on the 9th floor and Landlord shall have no obligation to offer any such Additional Space, as specified in such notice (an “Offer space to Lease”)Tenant. Landlord shall have no obligation to refrain from leasing any space on the 9th floor. Tenant’s 's rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project 44.02 shall terminate as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description last day of the applicable Additional Space, twelfth (12th) month calculated from the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional SpaceCommencement Date.

Right of First Negotiation. In the event that a Stockholder desires to Transfer any shares of Common Stock in a Transfer described in clause (y) of Section 4.1(b)(iv), such Stockholder shall give written notice thereof to AT&T PCS, such notice to specify, among other things, the number of shares that such Stockholder desires to sell. For the applicable first negotiation period hereinafter set forth, AT&T PCS shall have the exclusive right to negotiate with such Stockholder with respect to the purchase of such shares; it being understood and agreed that such exclusive right shall not be deemed to be a right of first offer or right of first refusal for the benefit of AT&T PCS and such Stockholder shall have the right to reject any offer made by AT&T PCS during such applicable first negotiation period. Upon the expiration of such applicable first negotiation period, such Stockholder shall have the right (for the applicable offer period hereinafter set forth with respect to each applicable first negotiation period), following the expiration of such applicable first negotiation period, to offer and sell such shares included in such written notice on such terms and conditions as shall be acceptable to such Stockholder in its sole discretion. If at any time through and including of such shares included in such written notice are not sold pursuant to the date that is thirty six (36) months provisions of this Section 4.4 prior to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description expiration of the applicable Additional Spaceoffer period, such shares shall become subject once again to the provision and restrictions hereof. If a Stockholder desires to Transfer shares of Common Stock (a) pursuant to a Registration of Common Stock under Section 5 in an underwritten offering that constitutes a bona fide distribution of such Common Stock pursuant to such Registration, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant applicable first negotiation period shall have be ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease days and the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after applicable offer period upon the expiration of said such first negotiation period shall be one hundred twenty (120) days, (b) pursuant to or in compliance with Rule 144 or Rule 145 or any similar provision then in force, the applicable first negotiation period shall be three (3) hours (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer period upon the expiration of such first negotiation period shall be five (5) business days, and (c) in any single transaction or series of related transactions to one or more Persons which will result in the Transfer by such Stockholder (together with any other Stockholder participating in such single transaction or series of related transactions) of not more than ten percent (10%) of the Common Stock on a fully diluted basis (excluding for such purposes the Series A Preferred Stock and Series B Preferred Stock), the applicable first negotiation period shall be one (1) business day, so long as notice of such proposed Transfer is given to AT&T PCS prior to 9:00 A.M. on the day prior to the date of such proposed Transfer (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer period upon the expiration of such first negotiation period shall be ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spacedays.

Right of First Negotiation. If at 45.01. Provided that Tenant is not then in default under the terms, covenants, and provisions of this Lease beyond the expiration of any time through applicable notice and/or cure period, Landlord hereby grants to Tenant the ongoing right to lease additional space on the second (2nd) floor of the Building and including that part of the date first (1st) floor of the Building that is thirty six not part of the Demised Premises (36hereinafter “Expansion Space”). Each and every time that Landlord becomes aware that any Expansion Space is becoming available for occupancy by Tenant (but not earlier than twelve (12) months prior to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into date on which such a lease (excluding a lease executed pursuant to the exercise of any Additional particular Expansion Space Superior Rights (defined below)will become available for occupancy by Tenant), Landlord shall first give written notify Tenant of the such Expansion Space, which notice shall include a description of such Expansion Space and the date on which Landlord expects the same will become available for occupancy (each, an “Availability Notice”). The Right of First Negotiation is further subject to the following terms and conditions: (a) Within twenty one (21) days after Tenant’s receipt of an Availability Notice, Tenant offering to lease such Additional shall notify Landlord if Tenant is interested in leasing the Expansion Space. If so, then the Expansion Space to Tenant on shall be leased upon the same terms and conditions of the Lease, as amended by set forth in this Amendment, Lease other than Base Rent, the fixed annual rental which shall be the Fair Market Value of such Additional SpaceRental, as specified in such notice determined pursuant to Article 44 (an “Offer to Lease”and, as necessary, Article 33). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept respond to an Offer to Lease within such ten (10) Business DaysAvailability Notice, then it shall be conclusively presumed that Tenant is not interested in leasing the specified Expansion Space, and Landlord shall thereafter have be free to market the same, free of Tenant’s right to lease such Additional Spaceof first of first refusal; provided, however, that if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after subsequent to the Availability Notice, Landlord has not leased such ninety Expansion Space to a third party, then Landlord shall again provide an Availability Notice with respect to such Expansion Space prior to leasing the same to a third party. (90b) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept have no rights pursuant to this Article 45 with respect to any particular Expansion Space unless and until such particular Expansion Space has been leased by Landlord to a tenant other than Tenant during the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease Term and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended herebythereafter becomes available. Tenant’s The above right of first negotiation shall be continuous through on-going and including the date that is thirty six continue until twelve (3612) months prior to preceding the Expiration Date (expiration of the original term or Renewal Period, as the same may be extended)applicable. Tenant’s rejection of any particular Offer to Lease Landlord shall not relieve Landlord be required to respond to any Tenant Initial Notice if given during the last twelve (12) months of the original term of this Lease unless Tenant exercises (or has exercised) its obligation option to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease renew as set forth in Article 44 of the Additional SpaceLease, as herein amended.