Common use of RIGHT OF FIRST OFFER ON CERTAIN ADDITIONAL SPACE Clause in Contracts

RIGHT OF FIRST OFFER ON CERTAIN ADDITIONAL SPACE. 2.5.1 Provided (i) Tenant is not in default beyond any applicable grace period under any of the terms and conditions of this Lease at the time it elects to exercise its rights hereunder or, at Landlord’s option, at the time of the delivery of the Available Space (as defined below); and (ii) the Tenant originally named herein (or a Permitted Transferee) continues to occupy and operate in not less than 40,348 rentable square feet of the Premises (excluding the Basement Space), Tenant shall have the right of first offer to lease any space in the Building that becomes available for occupancy (the “Available Space”) subject to and in accordance with the terms and conditions set forth in this Section 2.5. If at any time from and after the Commencement Date and during the Term of this Lease there shall be any Available Space, Landlord shall notify Tenant thereof in writing (“Landlord’s Available Space Notice”), which notice shall include the anticipated date upon which such Available Space shall be available for occupancy by Tenant along with a floor plan showing the approximate rentable square footage thereof. Tenant shall have the right to lease such Available Space only by giving written notice to Landlord within twenty (20) business days after Tenant receives Landlord’s Available Space Notice, time being of the essence. If Tenant so elects to lease the Available Space, such Space shall be leased upon the same terms and conditions contained in this Lease, except that: (x) if Landlord delivers such Space to Tenant on or prior to December 31, 2007, Fixed Rent for the applicable Available Space shall be equal to Fixed Rent then being charged for the Premises (and shall increase) as set forth in Section 1.2, or (y) if Landlord delivers such Available Space after December 31, 2007, the Fixed Rent for such space shall be equal to the Fair Market Rental Value therefor determined in accordance with Section 3.2 below, and in either event the Letter of Credit shall be increased proportionately to reflect the inclusion of such Available Space, and the Available Space shall be and become part of the Premises hereunder upon the delivery of such Available Space to Tenant. It is understood and agreed that the Available Space shall be leased by Tenant in its then “as is”, “where-is” condition, without warranty or representation by Landlord and Landlord shall have no obligation to complete any work to prepare the applicable Space for Tenant’s use and occupancy; provided, however, that if any such Available Space is delivered on or prior to December 31, 2007, Tenant shall be entitled to a pro-rated Tenant improvement allowance applicable to the Available Space fit-up equal to the Improvement Allowance (as defined below) per rentable square foot pro rated based on, and reduced by, the ratio of the number of months remaining in the original Lease Term to the number of months in the original Lease Term (e.g., if Landlord tenders Available Space to Tenant in the 10th month of the Lease Term, the applicable improvement allowance would be an amount not to exceed $40.00 — [$40.00 x 10/120] = $36.67) and shall be paid in accordance with the terms and conditions of Section 13 to Exhibit E. Following such election by Tenant, and effective as of the delivery of the applicable Available Space and for the balance of the Term and any extension thereof: (a) the “Premises”, as used in this Lease, shall include the applicable Available Space; (b) the “Rentable Floor Area of the Premises” shall be increased to include the rentable square footage of the applicable Available Space; and (c) the annual Fixed Rent shall equal the sum of the Fixed Rent provided for in this Lease plus the Fixed Rent for the applicable Available Space as determined as set forth herein. To confirm the inclusion of the Available Space as set forth above, Landlord shall prepare, and Landlord and Tenant shall promptly execute and deliver, an Amendment to Lease reflecting the foregoing terms and incorporation of any Available Space. For the purposes hereof, space shall be deemed “available for occupancy” when any lease or occupancy agreement (including extension periods) has expired or is due to expire within six (6) months, or Landlord has elected not to renew the lease of the present tenant, and any prior options, rights or rights to lease with respect to such Available Space have expired or been waived and Landlord is free to lease such space to third parties without restriction. 2.5.2 If Tenant fails to timely exercise any of its rights hereunder, the right(s) granted hereunder as to the applicable Available Space shall be deemed waived for all purposes, and Landlord may lease the applicable Available Space to any party and upon any terms free of any rights of Tenant. Tenant, following such waiver and within 7 days of Landlord’s request therefor, shall execute and deliver to Landlord a certification, in recordable form, confirming the waiver of such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. 2.5.3 Tenant understands that its rights under this Section are and shall be subject and subordinate to any options to lease or any rights of first negotiation, first offer or first refusal to lease granted to other tenants of the Building prior to the date of execution and delivery of this Lease.

RIGHT OF FIRST OFFER ON CERTAIN ADDITIONAL SPACE. 2.5.1 (a) Provided (i) this Lease is then in full force and effect and there then exists no uncured Event of Default on the part of Tenant is not hereunder, in default beyond the event that all or any applicable grace period under any portion of the terms space on the Xxxxx 000 xx Xxxxxxxx X xxx xxx Xxxxx 000 xx Xxxxxxxx X and conditions the Level 300 of this Lease at Building C as shown on Exhibit I attached hereto (the time it elects “Additional Space”) becomes available, meaning that a lease therefor is expiring or being terminated, (the space that is the subject of such expiring or terminating lease being hereinafter referred to exercise its rights hereunder or, at Landlord’s option, at the time of the delivery of the Available Space (as defined below); and (ii) the Tenant originally named herein (or a Permitted Transferee) continues to occupy and operate in not less than 40,348 rentable square feet of the Premises (excluding the Basement “First Offer Space”), Tenant Landlord shall have the right of first not lease or offer to lease the subject First Offer Space to any space in the Building that becomes available for occupancy (the “Available Space”) subject person or entity without first offering by written notice to and in accordance with the terms and conditions set forth in this Section 2.5. If at any time from and after the Commencement Date and during the Term of this Lease there shall be any Available Space, Landlord shall notify Tenant thereof in writing (“Landlord’s Available Space First Offer Notice”)) the right and option to add the subject First Offer Space to the Premises. Landlord’s First Offer Notice shall be given not sooner than twelve (12) months nor later than one (1) month prior to the then anticipated expiration or termination date of the then existing lease of the subject First Offer Space as specified in Landlord’s First Offer Notice, which notice shall include the anticipated date upon which such Available Additional Space shall be available for occupancy by Tenant along with a floor plan showing the approximate rentable square footage thereof. Tenant shall have the right option, to lease such Available Space only be exercised by giving written notice (the “Acceptance Notice”) to Landlord within twenty fifteen (2015) business days after Tenant receives Landlord’s Available Space First Offer Notice, time being to lease all of the essencesubject First Offer Space. If In the event that as of the applicable First Offer Space Commencement Date (as defined below) there will be less than three (3) years remaining in the Term of the Lease (as such may have already been extended in accordance with Section 3.03 below), then, at Landlord’s election, as set forth in Landlord in Landlord’s First Offer Notice, the Term of the Lease for the Premises including the First Offer Space shall, to the extent Tenant so elects to lease the Available subject First Offer Space, be automatically extended for an additional period of time commencing as of the first day following the expiration of the Term of this Lease (as such may have already been extended in accordance with Section 3.03 below) and expiring on the thirty-sixth (36th) full calendar month following the First Offer Space Commencement Date (the “Additional Term”). (b) If Tenant timely gives an Acceptance Notice, the subject First Offer Space shall upon the First Offer Space Commencement Date (as defined below) automatically become part of the Premises and shall be leased to Tenant upon the same terms and conditions contained in this Lease, except that: (x) if Landlord delivers such Space to Tenant on or prior to December 31for Base Rent, 2007, Fixed Rent for the applicable Available Space which shall be equal at the Market Rent to Fixed Rent then being charged for the Premises (and shall increase) as set forth in Section 1.2, or (y) if Landlord delivers such Available Space after December 31, 2007, the Fixed Rent for such space shall be equal to the Fair Market Rental Value therefor determined in accordance with the provisions of Section 3.2 below3.03(c) and (d) made applicable hereto by such changes and modifications as are required given the application hereof (and to the extent Landlord elects to require the Additional Term, the Base Rent for the entire Premises for Additional Term shall be initially set forth in Landlord’s First Offer Notice subject to final determination in accordance with the provisions of Section 3.03(c) and (d)), if disputed by Tenant as may be applicable), and except for the Term of the Lease in either the event the Letter of Credit shall be increased proportionately to reflect the inclusion of such Available Space, and the Available Space shall be and become part of the Premises hereunder upon the delivery of such Available Space to TenantAdditional Term is applicable. It is understood and agreed that the Available subject First Offer Space shall be delivered by Landlord and leased by Tenant free and clear of tenants and occupants and in its then “as is”” condition as of the date of the Acceptance Notice, “where-is” conditionreasonable wear and tear excepted, without warranty or representation by Landlord Landlord, and that Landlord shall have no obligation to complete any work work, or pay any allowance, to prepare the applicable subject First Offer Space for Tenant’s use and occupancy; provided, however, that if any such Available . The “First Offer Space is delivered on or prior to December 31, 2007, Tenant Commencement Date” shall be entitled to a pro-rated Tenant improvement allowance applicable to the Available Space fit-up equal to the Improvement Allowance (as defined below) per rentable square foot pro rated based on, and reduced by, the ratio later of the number of months remaining date specified in Landlord’s First Offer Notice or the original Lease Term to date on which Landlord actually delivers the number of months in the original Lease Term (e.g., if Landlord tenders Available subject First Offer Space to Tenant in the 10th month of the Lease Term, the applicable improvement allowance would be an amount not to exceed $40.00 — [$40.00 x 10/120] = $36.67) and shall be paid in accordance with the terms and conditions of Section 13 to Exhibit E. as aforesaid. Following such election by Tenant, and effective as of the delivery of the applicable Available subject First Offer Space Commencement Date and for the balance of the Term and any extension thereof: thereof (and the Additional Term, if applicable): (a) the “Premises”, as used in this Lease, shall also include the applicable Available Spacesubject First Offer Space for all purposes hereof, including Extension Options and parking rights; (b) the “Rentable Floor Area of the Premises” shall be increased to include the rentable square footage of the applicable Available Space; and (c) the annual Fixed Rent shall equal the sum of the Fixed Rent provided for in this Lease plus the Fixed Rent for the applicable Available Space as determined as set forth herein. To confirm the inclusion of the Available Space as set forth above, Landlord shall prepare, and Landlord and Tenant shall promptly execute and deliver, an Amendment to Lease reflecting the foregoing terms and incorporation of any Available Space. For the purposes hereof, space shall be deemed “available for occupancy” when any lease or occupancy agreement (including extension periods) has expired or is due to expire within six (6) months, or Landlord has elected not to renew the lease of the present tenant, and any prior options, rights or rights to lease with respect to such Available Space have expired or been waived and Landlord is free to lease such space to third parties without restriction. 2.5.2 If Tenant fails to timely exercise any of its rights hereunder, the right(s) granted hereunder as to the applicable Available Space shall be deemed waived for all purposes, and Landlord may lease the applicable Available Space to any party and upon any terms free of any rights of Tenant. Tenant, following such waiver and within 7 days of Landlord’s request therefor, shall execute and deliver to Landlord a certification, in recordable form, confirming the waiver of such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. 2.5.3 Tenant understands that its rights under this Section are and shall be subject and subordinate to any options to lease or any rights of first negotiation, first offer or first refusal to lease granted to other tenants of the Building prior to the date of execution and delivery of this Lease.)

RIGHT OF FIRST OFFER ON CERTAIN ADDITIONAL SPACE. 2.5.1 i. Provided (i) Tenant is not in default beyond any applicable grace period under any of the terms and conditions of this Lease at the time it elects to exercise its rights hereunder or, at Landlord’s option, at the time of the delivery of the Available Space (as defined below); and (ii) the Tenant originally named herein (or a Permitted Transferee) continues to occupy and operate in not less than 40,348 rentable square feet all or substantially all of the Premises (excluding the Basement Space)Premises, Tenant shall have the right of first offer to lease any space in the Building that becomes available for occupancy (the “Available Space”) subject to and in accordance with the terms and conditions set forth in this Section 2.5. If at any time from and after the Commencement Date and during the Term of this Lease there shall be any Available Space, Landlord shall notify Tenant thereof in writing (“Landlord’s Available Space Notice”), which notice shall include the anticipated date upon which such Available Space shall be available for occupancy by Tenant along with a floor plan showing the approximate rentable square footage thereof. Tenant shall have the right to lease such Available Space only by giving written notice to Landlord within twenty (20) business days after Tenant receives Landlord’s Available Space Notice, time being of the essence. If Tenant so elects to lease the Available Space, such Space shall be leased upon the same terms and conditions contained in this Lease, except that: (x) if Landlord delivers such Space to Tenant on or prior to December 31, 2007, Fixed Rent for the applicable Available Space shall be equal to Fixed Rent then being charged for the Premises (and shall increase) as set forth in Section 1.2, or (y) if Landlord delivers such Available Space after December 31, 2007, that the Fixed Rent for such space shall be equal to the Fair Market Rental Value therefor determined in accordance with Section 3.2 below, below and in either event the Letter of Credit shall be increased proportionately to reflect the inclusion of such Available Space, and the Available Space shall be and become part of the Premises hereunder upon the delivery of such Available Space to Tenant. It is understood and agreed that the Available Space shall be leased by Tenant in its then “as is”, “where-is” condition, without warranty or representation by Landlord and Landlord shall have no obligation to complete any work to prepare the applicable Space for Tenant’s use and occupancy; provided, however, that if any such Available Space is delivered on or prior to December 31, 2007, Tenant shall be entitled to a pro-rated Tenant improvement allowance applicable to the Available Space fit-up equal to the Improvement Allowance (as defined below) per rentable square foot pro rated based on, and reduced by, the ratio of the number of months remaining in the original Lease Term to the number of months in the original Lease Term (e.g., if Landlord tenders Available Space to Tenant in the 10th month of the Lease Term, the applicable improvement allowance would be an amount not to exceed $40.00 — [$40.00 x 10/120] = $36.67) and shall be paid in accordance with the terms and conditions of Section 13 to Exhibit E. . Following such election by Tenant, and effective as of the delivery of the applicable Available Space and for the balance of the Term and any extension thereof: (a) the “Premises”, as used in this Lease, shall include the applicable Available Space; (b) the “Rentable Floor Area of the Premises” shall be increased to include the rentable square footage of the applicable Available Space; and (c) the annual Fixed Rent shall equal the sum of the Fixed Rent provided for in this Lease plus the Fixed Rent for the applicable Available Space as determined as set forth herein. To confirm the inclusion of the Available Space as set forth above, Landlord shall prepare, and Landlord and Tenant shall promptly execute and deliver, an Amendment to Lease reflecting the foregoing terms and incorporation of any Available Space. For the purposes hereof, space shall be deemed “available for occupancy” when any lease or occupancy agreement (including extension periods) has expired or is due to expire within six (6) months, or Landlord has elected not to renew the lease of the present tenant, and any prior options, rights or rights to lease with respect to such Available Space have expired or been waived and Landlord is free to lease such space to third parties without restriction. 2.5.2 ii. If Tenant fails to timely exercise any of its rights hereunder, the right(s) granted hereunder as to the applicable Available Space shall be deemed waived for all purposes, and Landlord may lease the applicable Available Space to any party and upon any terms free of any rights of Tenant. Tenant, following such waiver and within 7 days of Landlord’s request therefor, shall execute and deliver to Landlord a certification, in recordable form, confirming the waiver of such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. 2.5.3 iii. Tenant understands that its rights under this Section are and shall be subject and subordinate to any options to lease or any rights of first negotiation, first offer or first refusal to lease granted to other tenants of the Building prior to the date of execution and delivery of this Lease.

RIGHT OF FIRST OFFER ON CERTAIN ADDITIONAL SPACE. 2.5.1 Provided (ia) Tenant is not in default beyond any applicable grace period under any of the terms and conditions of this Lease at the time it elects to exercise its rights hereunder or, at Landlord’s option, at the time of the delivery of the applicable Available Space (as defined below); and (iib) the Tenant originally named herein (or except in connection with a Permitted Transfereetransfer pursuant to Section 5.3.3 below) continues to occupy and operate in not less than 40,348 rentable square feet all or substantially all of the Premises (excluding the Basement Space)Premises, Tenant shall have the right of first offer to lease lease, in its entirety, any space in on the first (1st) floor of the Building that becomes available for occupancy (the “Available Space”) from and after the initial occupancy thereof, subject to and in accordance with the terms and conditions set forth in this Section 2.5. If at At any time from and after the Commencement Date and during the Term of this Lease, so long as at least twenty-four (24) months of the Lease there shall be any Term remain (which may include an executed Option Period), Tenant may give written notice to Landlord of its interest in leasing Available SpaceSpace that becomes available for occupancy subject to the terms hereof. Within fourteen (14) days after Tenant’s notice, Landlord shall notify respond to Tenant thereof in writing (“Landlord’s Available Space Notice”)) with a statement as to what, which notice shall include if any, Available Space that is anticipated to become available for occupancy, the anticipated date upon which such Available Space shall be available for occupancy by Tenant Tenant, along with a floor plan showing the approximate rentable square footage thereof. Tenant shall have the right to lease such Available Space only by giving written notice to Landlord within twenty (20) business days after Tenant receives thereof and Landlord’s Available Space Notice, time being of the essence. If Tenant so elects to lease the Available Space, such Space shall be leased upon the same terms and conditions contained in this Lease, except that: (x) if Landlord delivers such Space to Tenant on or prior to December 31, 2007, Fixed Rent for the applicable Available Space shall be equal to Fixed Rent then being charged for the Premises (and shall increase) as set forth in Section 1.2, or (y) if Landlord delivers such Available Space after December 31, 2007, the Fixed Rent for such space shall be equal to the Fair Market Rental Value therefor determined in accordance with Section 3.2 below, and in either event the Letter of Credit shall be increased proportionately to reflect the inclusion of such Available Space, and the Available Space shall be and become part of the Premises hereunder upon the delivery of such Available Space to Tenant. It is understood and agreed that the Available Space shall be leased by Tenant in its then “as is”, “where-is” condition, without warranty or representation by Landlord and Landlord shall have no obligation to complete any work to prepare the applicable Space for Tenant’s use and occupancy; provided, however, that if any such Available Space is delivered on or prior to December 31, 2007, Tenant shall be entitled to a pro-rated Tenant improvement allowance applicable to the Available Space fit-up equal to the Improvement Allowance (as defined below) per rentable square foot pro rated based on, and reduced by, the ratio of the number of months remaining in the original Lease Term to the number of months in the original Lease Term (e.g., if Landlord tenders Available Space to Tenant in the 10th month of the Lease Term, the applicable improvement allowance would be an amount not to exceed $40.00 — [$40.00 x 10/120] = $36.67) and shall be paid in accordance with the terms and conditions of Section 13 to Exhibit E. Following such election by Tenant, and effective as of the delivery of the applicable Available Space and for the balance of the Term and any extension thereof: (a) the “Premises”, as used in this Lease, shall include the applicable Available Space; (b) the “Rentable Floor Area of the Premises” shall be increased to include the rentable square footage of the applicable Available Space; and (c) the annual Fixed Rent shall equal the sum designation of the Fixed Rent provided for in this Lease plus the Fixed Rent for the applicable Available Space as determined as set forth herein. To confirm the inclusion of the Available Space as set forth above, Landlord shall prepare, and Landlord additional rent thereof and Tenant shall promptly execute and deliver, an Amendment to Lease reflecting the foregoing any other relevant economic terms and incorporation the method by which Tenant’s share of any Available SpaceOperating Expenses and Taxes are to be calculated. For the purposes hereofAs used herein, space shall be deemed “available for occupancy” when any lease or occupancy agreement (including extension periods) of the Available Space has expired or is due to expire within approximately six (6) months, or and/or Landlord has elected not to renew the lease of the present tenant, and any prior options, rights or rights to lease with respect to such Available Space have expired or been waived and Landlord is free to lease such space to third parties without restriction. 2.5.2 If Tenant fails to timely exercise any of its rights hereunder, the right(s) granted hereunder as to the applicable Available Space shall be deemed waived for all purposes, and Landlord may lease the applicable Available Space to any party and upon any terms free of any rights of Tenant. Tenant, following such waiver and within 7 days of Landlord’s request therefor, shall execute and deliver to Landlord a certification, in recordable form, confirming the waiver of such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. 2.5.3 Tenant understands that its rights under this Section are and shall be subject and subordinate to any options to lease or any rights of first negotiation, first offer or first refusal to lease granted to other tenants of the Building prior to the date of execution and delivery of this Lease.lease

RIGHT OF FIRST OFFER ON CERTAIN ADDITIONAL SPACE. 2.5.1 2.5.1. Provided (i) this Lease is then in full force and effect, (ii) Tenant is not in default beyond any applicable grace period under any of the terms and conditions of this Lease at Lease, and (iii) the time it elects to exercise its rights hereunder or, at Landlord’s option, at the time original named Tenant shall then occupy all or substantially all of the delivery of the Available Space (as defined below); and (ii) the Tenant originally named herein (or a Permitted Transferee) continues to occupy and operate in not less than 40,348 rentable square feet of the Premises (excluding the Basement Space)Premises, Tenant shall have the right of first offer to lease any space in the entire second (2nd) floor of the Building that becomes (the "Available Space") (but not portions thereof), which Tenant acknowledges is currently available for occupancy (the “Available Space”) as of date of this Lease and is being marketed by Landlord to potential tenants and which Tenant has elected not to lease at this time, subject to and in accordance with the terms and conditions set forth in this Section 2.5hereof. If at At any time from and after the Commencement Date and during the Term of this Lease there that the Available Space is available for occupancy, Tenant, or its broker, may contact Landlord's managing agent or broker to obtain the status of the Available Space and the current status of Landlord's marketing efforts in connection therewith and Landlord shall be any use good faith efforts to keep Tenant apprised of the status of Landlord's marketing efforts with regard to the current Available Space, ; provided Landlord shall notify Tenant thereof in writing (“Landlord’s Available Space Notice”), which notice shall include the anticipated date upon which such Available Space shall not be available for occupancy by Tenant along with a floor plan showing the approximate rentable square footage thereofrequired to disclose confidential discussions or other non-public information relating thereto. Tenant shall have the right to lease the Available Space, so long as such Available Space only space is still available for occupancy, by giving written notice to Landlord within twenty (20) business days after of its desire to lease such space. Tenant receives Landlord’s acknowledges that time is of the essence in connection with this Section 2.5. 1. If Tenant fails to timely or unequivocally notify Landlord of its desire to lease the Available Space, Landlord shall be free to lease the Available Space Notice(or any portion thereof) without restriction, time being and Tenant, following such failure and within seven (7) days of Landlord's request therefor, shall execute and deliver to Landlord a certification, in recordable form, confirming the essenceTenant's failure to exercise (or waiver of) such right, and Tenant's failure to so execute and deliver such certification shall (without in any way limiting any of Landlord's remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. If Tenant so elects to lease the Available Space, such the Available Space shall be leased upon the same terms and conditions contained in this Lease, except that: (x) if Landlord delivers such Space to Tenant on or prior to December 31, 2007, the Fixed Rent for the applicable Available Space shall be equal to Fixed Rent then being charged for the Premises (and shall increase) as set forth in Section 1.2, or (y) if Landlord delivers such Available Space after December 31, 2007, the Fixed Rent for such space shall be equal to the Fair Market Rental Value Rent therefor determined in accordance with Section 3.2 below, 3.2.2 below and in either event the Letter of Credit Amount shall be increased proportionately to reflect the inclusion of such the Available Space, and the Available Space shall be and become part of the Premises hereunder upon the delivery of such the Available Space to Tenant. It is understood and agreed that the Available Space shall be leased by Tenant in its then “"as is”, “where-is” " condition, without warranty or representation by Landlord Landlord, and that Landlord shall have no obligation to complete any work to prepare the applicable Available Space for Tenant’s use and 's occupancy; provided, however, that if any such Available Space is delivered on or prior to December 31, 2007, Tenant shall be entitled to a pro-rated Tenant improvement allowance applicable to the Available Space fit-up equal to the Improvement Allowance (as defined below) per rentable square foot pro rated based on, and reduced by, the ratio of the number of months remaining in the original Lease Term to the number of months in the original Lease Term (e.g., if Landlord tenders Available Space to Tenant in the 10th month of the Lease Term, the applicable improvement allowance would be an amount not to exceed $40.00 — [$40.00 x 10/120] = $36.67) and shall be paid in accordance with the terms and conditions of Section 13 to Exhibit E. Following such election by Tenant, and effective as of the delivery of the applicable Available Space and for the balance of the Term and any extension thereof: (a) the “Premises”, as used in this Lease, shall include the applicable Available Space; (b) the “Rentable Floor Area of the Premises” shall be increased to include the rentable square footage of the applicable Available Space; and (c) the annual Fixed Rent shall equal the sum of the Fixed Rent provided for in this Lease plus the Fixed Rent for the applicable Available Space as determined as set forth herein. To confirm the inclusion of the Available Space as set forth aboveforegoing, Landlord shall prepare, and Landlord and Tenant shall promptly execute and deliver, prepare an Amendment to Lease reflecting the foregoing terms and incorporation terms, which shall be signed by Tenant within ten (10) business days of any Available Spacesubmission. For the purposes hereof, space the Available Space shall be deemed “"available for occupancy” when " so long as such space or any portion thereof is not the subject of any lease or occupancy agreement (including extension periods) or letter of intent or proposal, or any such document has expired or is due to expire within six (6) months, or Landlord has elected not to renew the lease of the present tenant, and any prior options, rights or rights to lease with respect to such the Available Space have expired or been waived and and/or Landlord is otherwise free to lease such space to third parties without restriction. 2.5.2 If Tenant fails to timely exercise . In no event, however, shall any actions or omissions made in good faith by Landlord or any of its rights hereunder, agents or representatives in connection with providing any information on the right(s) granted hereunder as to the applicable Available Space shall be deemed waived for all purposes, and Landlord may lease the applicable Available Space give rise to any party and upon any terms free right to terminate this Lease or claim of any rights breach of Tenant. Tenant, following such waiver and within 7 days of Landlord’s request therefor, shall execute and deliver to Landlord a certification, in recordable form, confirming the waiver of such right, and Tenant’s failure to so execute and deliver such certification shall (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to hereunder or any third party, and record, an affidavit confirming the waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third partiesclaim for damages at law or equity including injunctive relief. 2.5.3 2.5.2. Tenant understands that its rights under this Section 2.5 are and shall be subject and subordinate to any options to lease or any rights of first negotiation, first offer or first refusal to lease granted to other tenants of the Building prior to the date of execution and delivery of this Lease.

RIGHT OF FIRST OFFER ON CERTAIN ADDITIONAL SPACE. 2.5.1 (a) Provided (i) this Lease is then in full force and effect and Tenant is not then in default hereunder (beyond any applicable grace period under notice and cure periods), in the event that during the Initial Term any of the terms and conditions of this Lease at Additional Space (defined below) becomes available (meaning that no other tenant or occupant is occupying the time it elects to exercise its rights hereunder orAdditional Space, at Landlord’s option, at the time has entered into occupancy of the delivery of the Available Additional Space (as defined below); and (ii) the Tenant originally named herein (or any portion thereof, or has executed a lease or occupancy agreement or a Permitted Transferee) continues written commitment or letter of intent to lease or occupy and operate in not less than 40,348 rentable square feet of the Premises (excluding the Basement Spacesame), Tenant shall have the one-time right of first offer to lease any space in the Building that becomes available for occupancy (the “Available Space”) such Additional Space subject to and in accordance with the terms and conditions set forth in this Section 2.52.02. The Additional Space shall be comprised of the contiguous space in the “A Building” shown on Exhibit I attached hereto (the “Additional Space”). If at any time from and after the Term Commencement Date and during Date, any of the Term of this Lease there Additional Space shall be any Available Spacebecome available for occupancy, Landlord shall notify Tenant thereof in writing (“Landlord’s Available Additional Space Notice”), which notice shall include the anticipated estimated date upon which such Available Additional Space shall be become available for occupancy by Tenant along with a floor plan showing Tenant, the approximate rentable square footage thereofproposed term for the Additional Space and the economic terms upon which Landlord would be willing to lease the Additional Space to Tenant. Tenant shall have the right to lease all such Available Additional Space described in Landlord’s Additional Space Notice only by giving written notice to Landlord within twenty ten (2010) business days after Tenant receives Landlord’s Available Additional Space Notice, time being of the essence. If Tenant so elects to lease the Available Space, such Space shall be leased upon the same terms and conditions contained in this Lease, except that: (x) if Landlord delivers such Space to Tenant on or prior to December 31, 2007, Fixed Rent for the applicable Available Space shall be equal to Fixed Rent then being charged for the Premises (and shall increase) as set forth in Section 1.2, or (y) if Landlord delivers such Available Space after December 31, 2007, the Fixed Rent for such space shall be equal to the Fair Market Rental Value therefor determined in accordance with Section 3.2 below, and in either event the Letter of Credit shall be increased proportionately to reflect the inclusion of such Available Space, and the Available Space shall be and become part of the Premises hereunder upon the delivery of such Available Space to Tenant. It is understood and agreed that the Available Space shall be leased by Tenant in its then “as is”, “where-is” condition, without warranty or representation by Landlord and Landlord shall have no obligation to complete any work to prepare the applicable Space for Tenant’s use and occupancy; provided, however, that if any such Available Space is delivered on or prior to December 31, 2007, Tenant shall be entitled to a pro-rated Tenant improvement allowance applicable to the Available Space fit-up equal to the Improvement Allowance (as defined below) per rentable square foot pro rated based on, and reduced by, the ratio of the number of months remaining in the original Lease Term to the number of months in the original Lease Term (e.g., if Landlord tenders Available Space to Tenant in the 10th month of the Lease Term, the applicable improvement allowance would be an amount not to exceed $40.00 — [$40.00 x 10/120] = $36.67) and shall be paid in accordance with the terms and conditions of Section 13 to Exhibit E. Following such election by Tenant, and effective as of the delivery of the applicable Available Space and for the balance of the Term and any extension thereof: (a) the “Premises”, as used in this Lease, shall include the applicable Available Space; (b) the “Rentable Floor Area of the Premises” shall be increased to include the rentable square footage of the applicable Available Space; and (c) the annual Fixed Rent shall equal the sum of the Fixed Rent provided for in this Lease plus the Fixed Rent for the applicable Available Space as determined as set forth herein. To confirm the inclusion of the Available Space as set forth above, Landlord shall prepare, and Landlord and Tenant shall promptly execute and deliver, an Amendment to Lease reflecting the foregoing terms and incorporation of any Available Space. essence For the purposes hereof, space shall be deemed “available for occupancy” when any lease or occupancy agreement (including extension periods) has expired or is due to expire within not less than six (6) months, or Landlord has elected not to renew or otherwise extend the lease of the present tenant, and any prior options, rights or rights to lease with respect to such Available Additional Space have expired or been waived and Landlord is free to lease such space to third parties without restriction., 2.5.2 (b) If Tenant fails so elects to timely exercise any of its rights hereunderlease the Additional Space, the right(s) granted hereunder as to the applicable Available Additional Space shall be deemed waived leased to Tenant upon the same terms and conditions contained in this Lease, except for all purposesBase Rent, which shall be the Market Rent as initially set forth in Landlord’s Additional Space Notice and determined in accordance with Sections 3.03(c), (d) and (e) below if Tenant disputes same (made applicable hereto by such changes and modifications as are required given the application hereof, mutatis mutandis) and the Additional Space shall be and become part of the Premises hereunder upon the delivery of the Additional Space to Tenant (the “Additional Space Commencement Date”). It is understood and agreed that the Additional Space shall be leased by Tenant in its then “as is” condition, without warranty or representation by Landlord, and that Landlord may lease shall have no obligation to complete any work to prepare the applicable Available Additional Space to any party and upon any terms free of any rights of for Tenant’s occupancy. Following such election by Tenant, following such waiver and within 7 days effective as of Landlord’s request thereforthe Additional Space Commencement Date and for the balance of the Term and any extension thereof: (a) the “Premises”, as used in this Lease, shall execute and deliver to Landlord a certification, in recordable form, confirming also include the waiver of such right, and Tenant’s failure to so execute and deliver such certification shall Additional Space; (without limiting Landlord’s remedies on account thereof) entitle Landlord to execute and deliver to any third party, and record, an affidavit confirming the waiver, which affidavit shall be binding on Tenant and may be conclusively relied on by third parties. 2.5.3 Tenant understands that its rights under this Section are and shall be subject and subordinate to any options to lease or any rights of first negotiation, first offer or first refusal to lease granted to other tenants of the Building prior to the date of execution and delivery of this Lease.b)