Common use of Right of First Offer to Lease Additional Space Clause in Contracts

Right of First Offer to Lease Additional Space. 31.1 (a) Provided that there are no Default Conditions (as defined in SECTION 2.2, above) as of the date the offer is made, the date the offer is accepted, and as of the date of commencement of the term of the lease with respect to such space, Tenant shall have the following rights of first offer to lease additional space in the Project (such rights to be exercised as more fully set forth in subsection 31.1(b) below): (i) Subject to the rights of 3Com Corporation and its successors and/or assigns under its lease (as such lease may be extended, renewed, amended or modified) (collectively, "3Com") now existing or hereafter granted by Landlord (and/or its successors and/or assigns), during the Term of this Lease Tenant shall have a right of first offer to lease with respect to two floors of space in Building 2 (as shown on EXHIBIT B attached hereto). The two floors shall be the first two floors to become available after 3Com vacates Building 2 or any portion thereof, unless all four floors are expected to become available at the same time, in which case, the right shall apply only to the top two floors of Building 2 (the "INITIAL OFFER SPACE"). Tenant's right of first offer with respect to the Initial Offer Space shall be continuing, but if Tenant does not accept the Initial Offer Space when first offered by Landlord, Tenant's right of first offer with respect to the Initial Offer Space shall thereafter be subject to: (A) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of at least one half of a floor of the Initial Offer Space on the balance of the Initial Offer Space (or any portion thereof); (B) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of at least one-quarter of a floor of the Initial Offer Space on the balance of that floor (or any portion thereof); and (C) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of a full floor of space within Building 2 on the Initial Offer Space (or any portion thereof); (ii) Subject to the rights of 3Com under its lease (as such lease may be extended, renewed, amended or modified) and subject to the rights of any other tenants or occupants or future occupants of the Project, (now existing, or hereafter granted by Landlord and/or its successors and/or assigns), Tenant shall have a continuing right of first offer, during the term of the Lease, with respect to the balance of Building 2 (other than the Initial Offer Space); and (iii) In the event that Landlord constructs or is constructing a new building (the "NEW BUILDING") within the area shown on EXHIBIT B as "POTENTIAL BUILDING AREA", then, subject to the rights granted by Landlord and/or its successors and/or assigns to any tenant or future tenant that is expected to occupy at least: the lesser of 50,000 square feet or one-half of rentable square footage in the New Building, Tenant shall have a one time right of first offer to lease the remaining space, if any, in the New Building. In no event shall this subsection (iii) be deemed to require Landlord to construct a New Building for the benefit of Tenant.

Right of First Offer to Lease Additional Space. 31.1 If at any time during the Lease Term (aincluding any Renewal Term) Provided Landlord receives notice that there are no Default Conditions the approximately 73,904 rentable square feet of space within the Building (as defined in SECTION 2.2, abovethe “Additional Space”) as of the date the offer is made, the date the offer is accepted, and as of the date of commencement of the term of the lease with respect to such space, Tenant shall have the following rights of first offer to lease additional space in the Project currently leased by Systems & Computer Technology Corporation (such rights to be exercised as more fully set forth in subsection 31.1(b) below): (i) Subject to the rights of 3Com Corporation and its successors and/or assigns under its lease (as such lease may be extended, renewed, amended or modified) (collectively, "3Com") now existing or hereafter granted by Landlord (and/or its successors and/or assigns“S&CTC”), during the Term of this Lease is to become vacant and available, Landlord shall extend to Tenant shall have a right of first offer to lease all of the Additional Space or a portion of the Additional Space (the “First Offer Right”) upon the following terms and conditions: (a) Landlord shall give Tenant written notice that the Additional Space is available, which written notice shall specify the date (no earlier than thirty (30) days from the date of such letter) on which the Additional Space is projected to be available for lease by Tenant (the “Additional Space Commencement Date”); (b) If Tenant elects to exercise its First Offer Right with respect to two floors a portion of space in Building 2 (as shown on EXHIBIT B attached hereto). The two floors the Additional Space, then Tenant shall be the first two floors to become available after 3Com vacates Building 2 or any portion thereof, unless all four floors are expected to become available at the same time, in which case, the specify whether Tenant is exercising such right shall apply only to the top two floors of Building 2 (the "INITIAL OFFER SPACE"). Tenant's right of first offer with respect to the Initial Offer Space space available on the first, second or third floors and shall be continuing, but if required to include all the space available on the specified floor(s) in such exercise; (c) If Tenant does not accept the Initial elects to exercise its First Offer Space when first offered by Landlord, Tenant's right of first offer Right with respect to the Initial Offer Additional Space Tenant shall thereafter deliver notice of such election to Landlord within thirty (30) days after receipt of Landlord’s notice that the Additional Space is available and Tenant’s notice shall specify the Additional Space to be subject to: (A) the rights granted taken by Landlord and/or its successors and/or assigns to any current or future tenant of at least one half of a floor of the Initial Offer Space on the balance of the Initial Offer Space (or any portion thereof)Tenant; (Bd) As a condition to exercising the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of First Offer Right, at least onetwo (2) Lease Years must remain in the then-quarter of a floor of the Initial Offer Space on the balance of that floor (current Lease Term, as extended or any portion thereof); and (C) the rights granted by Landlord and/or its successors and/or assigns renewed pursuant to any current or future tenant of a full floor of space within Building 2 on the Initial Offer Space (or any portion thereof)Paragraph 2.12; (iie) Subject to At the rights of 3Com under its lease (as such lease may be extended, renewed, amended or modified) and subject to time the rights of any other tenants or occupants or future occupants of the Project, (now existing, or hereafter granted by Landlord and/or its successors and/or assigns)Additional Space becomes available, Tenant shall not have a assigned this Lease or sublet the Premises and no Event of Default shall have occurred and be continuing right of first offerhereunder; (f) If the First Offer Right is exercised, during the term of lease for such Additional Space shall be upon the same terms, covenants and conditions as contained in this Lease, except that (1) if the Additional Space Commencement Date is earlier than March 1, 2009, the annual Base Rent payable with respect to the balance of Building 2 (other Additional Space leased by Tenant for the period from the Additional Space Commencement Date through February 28, 2009 shall be the Fair Market Rental, but not less than the Initial Offer Space); and (iii) In the event that Landlord constructs or is constructing a new building (the "NEW BUILDING") within the area shown on EXHIBIT B as "POTENTIAL BUILDING AREA", then, subject per rentable square foot annual Base Rent payable with respect to the rights granted by Landlord and/or its successors and/or assigns to any tenant or future tenant that is expected to occupy at least: Premises; (2) the lesser of 50,000 square feet or one-half of rentable square footage in annual Base Rent for the New Building, Tenant shall have a one time right of first offer to lease the remaining spaceperiod, if any, from and after March 1, 2009 shall be the Annual Base Rent payable for the applicable Lease Years with respect to the Premises, proportionally increased to include the rentable square footage of the Additional Space leased by Tenant in the New Building. In no event rentable square footage of the Premises; (3) the Additional Space shall this subsection be delivered to Tenant in its then as-is condition, (iii4) Tenant’s Pro Rata Share shall be deemed proportionally increased to require Landlord to construct a New Building for include the benefit portion of the Additional Space leased by Tenant.; and

Right of First Offer to Lease Additional Space. 31.1 (a) Provided that there are no Default Conditions (as defined in SECTION 2.2, above) as of the date the offer is made, the date the offer is accepted, and as of the date of commencement of the term of the lease with respect to such space, Tenant shall have the following rights of first offer right, but not the obligation, to lease additional space in expand the Project (such rights to be exercised as more fully set forth in subsection 31.1(b) below): (i) Subject to the rights of 3Com Corporation and its successors and/or assigns under its lease (as such lease may be extended, renewed, amended or modified) (collectively, "3Com") now existing or hereafter granted by Landlord (and/or its successors and/or assigns), during the Term of this Lease Tenant shall have a right of first offer to lease with respect to two floors of space in Building 2 (as shown on EXHIBIT B attached hereto). The two floors shall be the first two floors to become available after 3Com vacates Building 2 or any portion thereof, unless all four floors are expected to become available at the same time, in which case, the right shall apply only to the top two floors of Building 2 Demised Premises (the "INITIAL OFFER SPACEExpansion Right"). Tenant's right of first offer with respect ) to include the Initial Offer Expansion Space shall be continuing, but if Tenant does not accept upon the Initial Offer Space when first offered by Landlord, Tenant's right of first offer with respect to the Initial Offer Space shall thereafter be subject tofollowing terms and conditions: (A) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of at least one half of a floor of the Initial Offer Space on the balance of the Initial Offer Space (or any portion thereof); (B) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of at least one-quarter of a floor of the Initial Offer Space on the balance of that floor (or any portion thereof); and (C) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of a full floor of space within Building 2 on the Initial Offer Space (or any portion thereof); (ii) Subject to the rights of 3Com under its lease (as such lease may be extended, renewed, amended or modified) and subject to the rights of any other tenants or occupants or future occupants of the Project, (now existing, or hereafter granted by Landlord and/or its successors and/or assigns), Tenant shall have a continuing right of first offer, during the term of the Lease, with respect to the balance of Building 2 (other than the Initial Offer Space); and (iii) 9.1. In the event that Landlord constructs desires to lease all or is constructing a new building any portion of the Expansion Space, Landlord shall deliver to Tenant written notice (the "NEW BUILDINGExpansion Notice") within of the area shown availability of such portion of the Expansion Space, together with the terms and conditions on EXHIBIT B as "POTENTIAL BUILDING AREA"which Landlord is prepared to lease to Tenant such portion of the Expansion Space. Tenant shall have ten (10) days following delivery of the Expansion Notice to deliver to Landlord written notification of Tenant's exercise of the Expansion Right and agreement to lease such portion of the Expansion Space upon the terms and conditions of the Expansion Notice. In the event Tenant fails to timely deliver such notice, then, subject or if Landlord and Tenant are unable to agree upon any of the rights granted by Landlord and/or its successors and/or assigns to any tenant or future tenant that is expected to occupy at least: terms of the lesser lease agreement for such portion of 50,000 square feet or one-half of rentable square footage the Expansion Space after negotiating in the New Buildinggood faith, Tenant shall have a one time right of first offer to lease the remaining space, if any, in the New Building. In no event shall this subsection (iii) be deemed to require have waived any right to lease such portion of the Expansion Space unless and until such portion of the Expansion Space again becomes vacant following a tenancy, or, if such portion of the Expansion Space is not thereafter leased by Landlord, following the date which is one hundred eighty (180) days following the date of delivery of the Expansion Notice for such Expansion Space. 9.2. Within ten (10) days after the proper exercise of the Expansion Right, Tenant and Landlord shall enter into a written amendment to construct a New Building for the benefit Lease (the "Expansion Amendment") which shall provide, unless otherwise agreed in writing, (a) the commencement date of Tenant.the Expansion Space; (b) that the Demised Premises under this Lease shall be increased to include the rentable square feet of the Expansion Space;

Right of First Offer to Lease Additional Space. 31.1 (a) Provided that there are no Default Conditions (as defined in SECTION 2.2, above) as of the date the offer is made, the date the offer is accepted, and as of the date of commencement of the term of the lease with respect to such space, Tenant shall have the following rights has a right of first offer to lease additional space in the Project (such rights to be exercised Building as more fully set forth in subsection 31.1(b) below): (i) Subject to and when the rights of 3Com Corporation and its successors and/or assigns under its lease (same becomes available as such lease may be extended, renewed, amended or modified) (collectively, "3Com") now existing or hereafter granted by Landlord (and/or its successors and/or assigns), during the Term of this Lease follows: Tenant shall have has a right of first offer to lease with respect to two floors from Landlord (the “Right of space in First Offer”) any portion of the Building 2 other than the Premises (as shown on EXHIBIT B attached heretothe “ROFO Space”). The two floors Landlord shall be notify Tenant before marketing the first two floors ROFO Space or entering into negotiations for the lease of the ROFO Space with any third party. Landlord’s notice must include a proposed amendment to become available this Lease to add the ROFO Space as part of the Premises, with no change to the then-remaining Lease Term, but providing as follows: (x) if delivered within thirty-six (36) months after 3Com vacates Building 2 or any portion thereofthe Effective Date (the “Prime Period”), unless all four floors are expected containing an increase in Base Rent due to become available at the addition of the ROFO Space, based on the same timerental rate per square foot as the original Premises, and providing the same amount of tenant improvement allowance on a per-square-foot basis as given for the original Premises; or (y) if not delivered during the Prime Period, containing an increase in which caseBase Rent due to the addition of the ROFO Space, based on market rental rates and offering other market terms (such as an allowance). Tenant will have thirty (30) days after receipt of such notice to respond in writing as to whether or not Tenant elects to lease the ROFO Space. If Tenant elects to lease the ROFO Space, then within thirty (30) days after agreement on the final form of such amendment, the right shall apply only parties will execute the amendment. Landlord will deliver the ROFO Space in the same condition as required of the original Premises under Work Letter, Addendum [X]. If Tenant elects not to the top two floors of Building 2 (the "INITIAL OFFER SPACE"). Tenant's right of first offer with respect to the Initial Offer Space shall be continuinglease, but or if Tenant does not accept exercise its Right of First Offer within the Initial time periods provided in Section 35(b)(i), then Landlord may lease the ROFO Space upon any terms acceptable to Landlord in its sole discretion. Once the ROFO Space becomes available again, Xxxxxx’s Right of First Offer will apply and Landlord will be required to offer the ROFO Space when first offered by Landlord, Tenant's right of first offer with respect to the Initial Offer Space shall thereafter be subject to: (ATenant pursuant to this Section 35(b) the rights granted by Landlord and/or its successors and/or assigns before leasing such space to any current or future tenant of at least one half of a floor of the Initial Offer Space on the balance of the Initial Offer Space (or any portion thereof); (B) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of at least one-quarter of a floor of the Initial Offer Space on the balance of that floor (or any portion thereof)third party.] <OR> [IF SINGLE TENANT: [INTENTIONALLY DELETED.]] Public Announcements; and (C) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of a full floor of space within Building 2 on the Initial Offer Space (or any portion thereof); (ii) Subject to the rights of 3Com under its lease (as such lease may be extended, renewed, amended or modified) and subject to the rights of any other tenants or occupants or future occupants of the Project, (now existing, or hereafter granted by Landlord and/or its successors and/or assigns), Tenant shall have a continuing right of first offer, during the term of the Lease, with respect to the balance of Building 2 (other than the Initial Offer Space); and (iii) In the event that Landlord constructs or is constructing a new building (the "NEW BUILDING") within the area shown on EXHIBIT B as "POTENTIAL BUILDING AREA", then, subject to the rights granted by Landlord and/or its successors and/or assigns to any tenant or future tenant that is expected to occupy at least: the lesser of 50,000 square feet or one-half of rentable square footage in the New Building, Tenant shall have a one time right of first offer to lease the remaining space, if any, in the New Building. In no event shall this subsection (iii) be deemed to require Landlord to construct a New Building for the benefit of TenantConfidentiality.

Right of First Offer to Lease Additional Space. 31.1 (a) Provided that there are no Default Conditions (as defined in SECTION 2.2, above) as of the date the offer is made, the date the offer is accepted, and as of the date of commencement of the term of the lease with respect to such space, Tenant shall have the following rights of first offer to lease additional space in the Project (such rights to be exercised as more fully set forth in subsection 31.1(b) below): (i) Subject to the rights of 3Com Corporation and its successors and/or assigns under its lease (as such lease may be extended, renewed, amended or modified) (collectively, "3Com") now existing or hereafter granted by Landlord (and/or its successors and/or assigns), during the Term of this Lease Tenant shall have a right of first offer to lease with respect to two floors of space in Building 2 (as shown on EXHIBIT B attached hereto). The two floors shall be the first two floors to become available after 3Com vacates Building 2 or any portion thereof, unless all four floors are expected to become available at the same time, in which case, the right shall apply only to the top two floors of Building 2 (the "INITIAL OFFER SPACE"). Tenant's right of first offer with respect to the Initial Offer Space shall be continuing, but if Tenant does not accept the Initial Offer Space when first offered by Landlord, Tenant's right of first offer with respect to the Initial Offer Space shall thereafter be subject to: (A) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of at least one half of a floor of the Initial Offer Space on the balance of the Initial Offer Space (or any portion thereof); (B) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of at least one-quarter of a floor of the Initial Offer Space on the balance of that floor (or any portion thereof); and (C) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of a full floor of space within Building 2 on the Initial Offer Space (or any portion thereof); (ii) Subject to the rights of 3Com under its lease (as such lease may be extended, renewed, amended or modified) and subject to the rights of any other tenants or occupants or future occupants of the Project, (now existing, or hereafter granted by Landlord and/or its successors and/or assigns), Tenant shall have a continuing right of first offer, offer to lease ("Tenant's Right of First Offer") any space on the third (3rd) floor of the Building to the extent such space becomes available for lease to third parties after the expiration of any existing lease for such space during the term Lease Term, including the expiration of all renewal or extension options, and after the existing tenant or occupant vacates such space ("First Offer Space"). Tenant's Right of First Offer is subject and subordinate to the rights of all other existing tenants of the LeaseBuilding with prior expansion or lease rights relative to any such First Offer Space. (b) Promptly following written request ("Tenant Request") by Tenant (which may not be given more than twice in any twelve (12) consecutive month period), Landlord will give Tenant written notice of the availability of any First Offer Space and the date the existing tenant or occupant, if any, is expected to vacate such space ("Landlord's Availability Notice"). Within five (5) business days following delivery of Landlord's Availability Notice, Tenant will have the right to request from Landlord in writing a written statement setting forth the basic economic terms, including, but not limited to, Landlord's determination of the Base Rent, tenant improvement allowance, if any, and all other economic terms and conditions (collectively, the "Economic Terms"), upon which Landlord is willing to lease the First Offer Space desired by Tenant, either to Tenant or to a third party. Such Economic Terms will represent Landlord's reasonable determination of the fair market rental rate for such First Offer Space. Such fair market rental rate will mean the annual amount per rentable square foot, projected during the relevant period, that a willing, comparable, non-equity tenant (excluding sublease and assignment transactions) would pay, and a willing, comparable landlord of a comparable Class "A" quality office building located in the West Los Angeles/Santa Monixx xxxa would accept, at arm's length (what Landlord is accepting in current transactions for the Building may be considered), for space of comparable size, quality and floor height as the leased area at issue taking into account the age, quality and layout of the existing improvements in the leased area at issue and taking into account items that professional real estate brokers customarily consider, including, but not limited to, rental rates, office space availability, tenant size, tenant improvement allowances, operating expenses and allowance, parking charges, free rent, reduced rent, free parking, reduced parking, and any other lease concessions, if any, then being charged or granted by Landlord or the lessors of such similar office buildings. (c) Within five (5) business days after receipt of the Economic Terms from Landlord, Tenant must give Landlord written notice pursuant to which Tenant shall elect to either: (i) lease such First Offer Space upon such Economic Terms and the same non-Economic Terms as set forth in the Lease with respect to the balance Premises; (ii) refuse to lease such First Offer Space, specifying that such refusal is not based upon the Economic Terms, but upon Tenant's lack of Building 2 need for such First Offer Space, in which event Landlord may at any time thereafter lease such First Offer Space to any party upon any terms Landlord deems appropriate; or (other than iii) refuse to lease the Initial First Offer Space, specifying that such refusal is based upon the Economic Terms, in which event Tenant will also specify revised Economic Terms upon which Tenant is willing to lease such First Offer Space (provided that Tenant may not specify a different lease term for the First Offer Space); and . Tenant's failure to timely choose either clause (i), clause (ii) or clause (iii) In the event that Landlord constructs or is constructing a new building (the "NEW BUILDING") within the area shown on EXHIBIT B as "POTENTIAL BUILDING AREA", then, subject to the rights granted by Landlord and/or its successors and/or assigns to any tenant or future tenant that is expected to occupy at least: the lesser of 50,000 square feet or one-half of rentable square footage in the New Building, Tenant shall have a one time right of first offer to lease the remaining space, if any, in the New Building. In no event shall this subsection (iii) above will be deemed to require be Tenant's choice of clause (ii) above. (d) If Tenant gives Landlord notice pursuant to construct clause (c)(iii) above, Landlord may elect, within five (5) days following receipt of such notice from Tenant, either to: (i) lease such First Offer Space to Tenant upon such revised Economic Terms -39- 42 proposed by Tenant, and the same other non-Economic Terms as set forth in this Lease; or (ii) lease the First Offer Space at any time thereafter to any third party upon terms which are not substantially more favorable to said party than the Economic Terms originally proposed by Tenant. Landlord's failure to timely choose either clause (i) or clause (ii) above will be deemed to be Landlord's choice of clause (ii) above. (e) If Tenant chooses (or is deemed to have chosen) clause (c)(ii) above, or if Landlord chooses (or is deemed to have chosen) clause (d)(ii) above, Tenant's Right to Lease any First Offer Space will be null and void until Tenant once again validly delivers to Landlord a New Building for Tenant Request, in which event, the benefit procedures and sequences set forth above will be followed. If Tenant exercises its Right of First Offer as provided herein, the parties will promptly thereafter execute an amendment to the Lease to include the First Offer Space in the Premises and to document the lease terms thereof. (f) As provided above, Tenant.'s Right of First Offer is subject to all expansion and extension rights and other rights to lease, as applicable, which Landlord has granted to other tenants prior to the date of the Lease. Thus, Landlord's Economic Terms will be delivered to Tenant only after Landlord has appropriately notified and received negative responses from all other tenants with rights in the First Offer Space superior to Tenant's rights. [END OF NUMBERED PROVISIONS]

Right of First Offer to Lease Additional Space. 31.1 (a) Provided that there are no Default Conditions (as defined in SECTION 2.2, above) as If and when any of the date additional rentable spaces in the offer is madeBuilding which are shown as "Additional Space" on Exhibit "A" (individually, the date the offer is accepted, and as of the date of commencement of "Additional Space") first becomes available for rental during the term of this lease and provided that Landlord has not given Tenant notice of default more than two (2) times during the immediately preceding twelve (12) months, that there then exists no event of default by Tenant under this lease nor any event that with respect to such spacethe giving of notice and/or the passage of time would constitute a default, and that Tenant is the sole occupant of the Premises, Tenant shall have the following rights of first offer to lease additional space in the Project (such rights to be exercised as more fully set forth in subsection 31.1(b) below): (i) Subject to the rights of 3Com Corporation and its successors and/or assigns under its lease (as such lease may be extended, renewed, amended or modified) (collectively, "3Com") now existing or hereafter granted by Landlord (and/or its successors and/or assigns), during the Term of this Lease Tenant shall have a right of first offer to lease with respect to two floors all of space in Building 2 (as shown on EXHIBIT B attached hereto). The two floors shall be the first two floors to become available after 3Com vacates Building 2 or any portion thereofAdditional Space, unless all four floors are expected to become available at the same time, in which case, the right shall apply only subject to the top two floors following: (a) Landlord shall notify Tenant when the Additional Space first becomes available for rental by any party other than the tenant then in occupancy of Building 2 the Additional Space and Tenant shall have seven (the "INITIAL OFFER SPACE"). Tenant's right 7) days following receipt of first such notice within which to notify Landlord in writing that Tenant is interested in negotiating terms for leasing such Additional Space and to have its offer with respect considered by Landlord prior to the Initial Offer leasing by Landlord of the Additional Space to a third party. If Tenant notifies Landlord within such time period that Tenant is so interested, then Landlord and Tenant shall be continuing, but have 30 days following Landlord's receipt of such notice from Tenant within which to negotiate mutually satisfactory terms for the leasing of the Additional Space by Tenant and to execute an amendment to this lease incorporating such terms or a new lease for the Additional Space. (b) If Tenant does not notify Landlord within such 7 days of its interest in leasing the Additional Space or if Tenant does not accept the Initial Offer Space when first offered by Landlordexecute such amendment or lease within such 30 days, Tenant's right of first offer with respect to the Initial Offer Space shall thereafter be subject to: (A) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of at least one half of a floor of the Initial Offer Space on the balance of the Initial Offer Space (or any portion thereof); (B) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of at least one-quarter of a floor of the Initial Offer Space on the balance of that floor (or any portion thereof); and (C) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of a full floor of space within Building 2 on the Initial Offer Space (or any portion thereof); (ii) Subject to the rights of 3Com under its lease (as such lease may be extendedif applicable, renewed, amended or modified) and subject to the rights of any other tenants or occupants or future occupants of the Project, (now existing, or hereafter granted by Landlord and/or its successors and/or assigns), Tenant shall have a continuing right of first offer, during the term of the Lease, with respect to the balance of Building 2 (other than the Initial Offer Space); and (iii) In the event that Landlord constructs or is constructing a new building (the "NEW BUILDING") within the area shown on EXHIBIT B as "POTENTIAL BUILDING AREA", then, subject to the rights granted by Landlord and/or its successors and/or assigns to any tenant or future tenant that is expected to occupy at least: the lesser of 50,000 square feet or one-half of rentable square footage in the New Building, Tenant shall have a one time then this right of first offer to lease the remaining spaceAdditional Space will lapse and be of no further force or effect and Landlord shall have the right to lease all or part of the Additional Space to any other party at any time on any terms and conditions acceptable to Landlord. (c) This right of first offer to lease the Additional Space is a one-time right if and when each Additional Space first becomes available, if any, in the New Building. In no event shall this subsection is personal to Tenant and is nontransferable to any assignee or sublessee (iiiregardless of whether any such assignment or sublease was made with or without Landlord's consent) be deemed to require Landlord to construct a New Building for the benefit of Tenantor other party.

Right of First Offer to Lease Additional Space. 31.1 (a) Provided that there are no Default Conditions (as defined in SECTION 2.2, above) as of the date the offer is made, the date the offer is accepted, and as of the date of commencement of the term of the lease with respect to such space, Tenant shall have the following rights of first offer right, but not the obligation, to lease additional space in expand the Project (such rights to be exercised as more fully set forth in subsection 31.1(b) below): (i) Subject to the rights of 3Com Corporation and its successors and/or assigns under its lease (as such lease may be extended, renewed, amended or modified) (collectively, "3Com") now existing or hereafter granted by Landlord (and/or its successors and/or assigns), during the Term of this Lease Tenant shall have a right of first offer to lease with respect to two floors of space in Building 2 (as shown on EXHIBIT B attached hereto). The two floors shall be the first two floors to become available after 3Com vacates Building 2 or any portion thereof, unless all four floors are expected to become available at the same time, in which case, the right shall apply only to the top two floors of Building 2 Demised Premises (the "INITIAL OFFER SPACE"). Tenant's right of first offer with respect “Expansion Right”) to include the Initial Offer Expansion Space shall be continuing, but if Tenant does not accept upon the Initial Offer Space when first offered by Landlord, Tenant's right of first offer with respect to the Initial Offer Space shall thereafter be subject tofollowing terms and conditions: (A) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of at least one half of a floor of the Initial Offer Space on the balance of the Initial Offer Space (or any portion thereof); (B) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of at least one-quarter of a floor of the Initial Offer Space on the balance of that floor (or any portion thereof); and (C) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of a full floor of space within Building 2 on the Initial Offer Space (or any portion thereof); (ii) Subject to the rights of 3Com under its lease (as such lease may be extended, renewed, amended or modified) and subject to the rights of any other tenants or occupants or future occupants of the Project, (now existing, or hereafter granted by Landlord and/or its successors and/or assigns), Tenant shall have a continuing right of first offer, during the term of the Lease, with respect to the balance of Building 2 (other than the Initial Offer Space); and (iii) 9.1. In the event that Landlord constructs desires to lease all or is constructing a new building any portion of the Expansion Space, Landlord shall deliver to Tenant written notice (the "NEW BUILDING"“Expansion Notice”) within of the area shown availability of such portion of the Expansion Space, together with the terms and conditions on EXHIBIT B as "POTENTIAL BUILDING AREA"which Landlord is prepared to lease to Tenant such portion of the Expansion Space. Tenant shall have ten (10) days following delivery of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right and agreement to lease such portion of the Expansion Space upon the terms and conditions of the Expansion Notice. In the event Tenant fails to timely deliver such notice, then, subject or if Landlord and Tenant are unable to agree upon any of the rights granted by Landlord and/or its successors and/or assigns to any tenant or future tenant that is expected to occupy at least: terms of the lesser lease agreement for such portion of 50,000 square feet or one-half of rentable square footage the Expansion Space after negotiating in the New Buildinggood faith, Tenant shall have a one time right of first offer to lease the remaining space, if any, in the New Building. In no event shall this subsection (iii) be deemed to require have waived any right to lease such portion of the Expansion Space unless and until such portion of the Expansion Space again becomes vacant following a tenancy, or, if such portion of the Expansion Space is not thereafter leased by Landlord, following the date which is one hundred eighty (180) days following the date of delivery of the Expansion Notice for such Expansion Space. 9.2. Within ten (10) days after the proper exercise of the Expansion Right, Tenant and Landlord shall enter into a written amendment to construct a New the Lease (the “Expansion Amendment”) which shall provide, unless otherwise agreed in writing, (a) the commencement date of the Expansion Space; (b) that the Demised Premises under this Lease shall be increased to include the rentable square feet of the Expansion Space; (c) the new Annual Base Rent; (d) Tenant’s new Pro Rata Share of Building for Operating Expenses and Tenant’s new Pro Rata Share of Project Operating Expenses, each based upon the benefit addition of the Expansion Space to the Demised Premises; (e) the proportionate increase to the Security Deposit (which shall be payable upon execution of the Expansion Amendment). In all other respects, this Lease shall remain in full force and effect, and shall apply to the Expansion Space. 9.3. Notwithstanding the above, the Expansion Right shall not be in effect and may not be exercised by Tenant: 9.3.1. during the period starting on the date hereof and ending one hundred eighty (180) days thereafter; 9.3.2. during any period of time that Tenant is in Default under any provision of the Lease; or 9.3.3. if Tenant has been in Default under any provision of the Lease three (3) or more times, whether or not the defaults are cured, during the five (5) month period prior to the date on which Tenant seeks to exercise the Expansion Right. 9.4. The period of time within which any Expansion Right may be exercised shall not be extended or enlarged by reason of the Tenant’s inability to exercise the Expansion Right because of the provisions of Section 9.3 above. 9.5. The Expansion Right shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Expansion Right, if, after such exercise, but prior to the commencement date of the Expansion Space, (1) Tenant fails to timely cure any default by Tenant under the Lease; or (2) Tenant has defaulted three (3) or more times during the period from the date of the exercise of the Expansion Right to the date of the commencement of the Expansion Space, whether or not such defaults are cured. 9.6. The Expansion Right is not assignable separate and apart from this Lease.

Right of First Offer to Lease Additional Space. 31.1 (a) Provided that there are no Default Conditions For so long as Tenant leases and personally occupies all of the Premises originally included under this Lease, and subject to any other parties’ pre-existing rights with respect to Available ROFO Premises (as defined in SECTION 2.2, above) as of the date the offer is made, the date the offer is accepted, and as of the date of commencement of the term of the lease with respect to such space, Tenant shall have the following rights of first offer to lease additional space in the Project (such rights to be exercised as more fully set forth in subsection 31.1(b) below): (i) Subject to the rights of 3Com Corporation and its successors and/or assigns under its lease (as such lease may be extended, renewed, amended or modified) (collectively, "3Com") now existing or hereafter granted by Landlord (and/or its successors and/or assigns), during the Term of this Lease Tenant shall have a right of first offer (“ROFO”) as to any rentable premises on the 2nd floor of the Original Building for which Landlord is seeking a tenant (“Available ROFO Premises”). To the extent that (i) Landlord renews or extends a then-existing lease with respect to two floors any then-existing tenant or subtenant of any space, (ii) enters into a new lease with such then-existing tenant or subtenant for the space such tenant previously leased, or (iii) is engaged in the initial leasing of any space in Building 2 (as shown on EXHIBIT B attached hereto). The two floors shall be the first two floors to become available after 3Com vacates Building 2 or any portion thereof, unless all four floors are expected to become available at the same time, in which caseBuilding, the right affected space shall apply only not be deemed to be Available ROFO Premises. In addition, the space leased by Landlord to PPD Development, L.P. in the Building shall not be deemed to be Available ROFO Premises. Tenant’s rights under this Section 38.21 are subject to any existing rights of other tenants in the Building as to the top two floors of Building 2 Available ROFO Premises. In the event Landlord intends to market Available ROFO Premises, Landlord shall provide written notice thereof to Tenant (the "INITIAL OFFER SPACE"“Notice of Marketing”), specifying the principal terms and conditions of a proposed lease to Tenant of the Available ROFO Premises. Tenant's right If Landlord has submitted a Notice of first offer with respect Marketing in response to a proposal from a third party for the Initial Offer Space shall be continuing, but if Tenant does not accept lease of premises which includes all or a portion of the Initial Offer Space when first offered by LandlordAvailable ROFO Premises and other space in the Building, Tenant's right ’s exercise of first offer with respect its ROFO is conditioned on Tenant’s agreement to take all the Initial Offer Space space which is the subject of such proposal which space shall thereafter be subject to:included in the definition of Available ROFO Premises. (Aa) the rights granted by Landlord and/or Within fifteen (15) days following its successors and/or assigns to any current or future tenant of at least one half receipt of a floor Notice of Marketing, Tenant shall advise Landlord in writing whether Tenant elects to lease all (not just a portion) of the Initial Offer Space Available ROFO Premises on the balance terms and conditions set forth in the Notice of Marketing. If Tenant fails to notify Landlord of Tenant’s election within such fifteen (15) day period, then Tenant shall be deemed to have elected not to lease the Available ROFO Premises. (b) If Tenant timely notifies Landlord that Tenant elects to lease all of the Initial Offer Space Available ROFO Premises on the terms and conditions set forth in the Notice of Marketing (“Tenant’s Acceptance”), then Landlord shall lease to Tenant and Tenant shall lease from Landlord the Available ROFO Premises on the terms and conditions set forth in the Notice of Marketing and, to the extent not inconsistent therewith, the terms contained in this Lease, provided, however, that, notwithstanding the terms and conditions contained in the Notice of Marketing, Tenant shall be required to lease the Available ROFO Premises for a term equal to the longer of the remainder of the then-current Term of this Lease or any portion thereof);the term specified in the Notice of Marketing. (Bc) If (i) Tenant notifies Landlord that Tenant elects not to lease the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of at least one-quarter of a floor of the Initial Offer Space on the balance of that floor (or any portion thereof); and (C) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of a full floor of space within Building 2 on the Initial Offer Space (or any portion thereof); Available ROFO Premises, (ii) Subject Tenant fails to notify Landlord of Tenant’s election within the fifteen (15)-day period described above or (iii) Landlord and Tenant do not execute a new lease amendment to this Lease for the Available ROFO Premises within thirty (30) days after Tenant’s Acceptance, then Landlord shall have the right to consummate a lease of the Available ROFO Premises specified in the Notice of Marketing on any terms and conditions that Landlord deems acceptable. If Landlord does not lease such Available ROFO Premises within one hundred eighty (180) days after Tenant’s election (or deemed election) not to lease the Available ROFO Premises, then the ROFO shall be fully reinstated, and Landlord shall not thereafter lease such Available ROFO Premises without first complying with the procedures set forth in this Section 38.21. (d) Notwithstanding anything in this Section 38.21 to the rights contrary, Tenant shall not exercise the ROFO during such period of 3Com time that Tenant is in default under any provision of this Lease. Any attempted exercise of the ROFO during a period of time in which Tenant is so in default shall be void and of no effect. The period of time within which Tenant may exercise the ROFO shall not be extended or enlarged by reason of Tenant’s inability to exercise the ROFO while in default. (e) Tenant may only exercise its lease ROFO if, at the time of Tenant’s exercise of said right, at least three (as such lease may be extended, renewed, amended or modified3) Lease Years remain in the Term and subject the initially named Tenant occupies all of the Premises for the Permitted Use. (f) Notwithstanding anything in this Lease to the rights contrary, Tenant shall not assign or transfer the ROFO, except to the assignee or transferee under an assignment or transfer of any other tenants or occupants or future Tenant’s entire interest in this Lease, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion. (g) If Tenant exercises the ROFO, Landlord does not guarantee that the Available ROFO Premises will be available on the anticipated commencement date for the Available ROFO Premises due to a holdover by the then-existing occupants of the Project, (now existing, Available ROFO Premises or hereafter granted by Landlord and/or its successors and/or assigns), Tenant shall have a continuing right of first offer, during the term of the Lease, with respect to the balance of Building 2 (for any other than the Initial Offer Space); and (iii) In the event that Landlord constructs or is constructing a new building (the "NEW BUILDING") within the area shown on EXHIBIT B as "POTENTIAL BUILDING AREA", then, subject to the rights granted by Landlord and/or its successors and/or assigns to any tenant or future tenant that is expected to occupy at least: the lesser of 50,000 square feet or one-half of rentable square footage in the New Building, Tenant shall have a one time right of first offer to lease the remaining space, if any, in the New Building. In no event shall this subsection (iii) be deemed to require Landlord to construct a New Building for the benefit of Tenantreason beyond Landlord’s reasonable control.

Right of First Offer to Lease Additional Space. 31.1 If at any time during the initial Lease Term (abut specifically excluding any Renewal Term) Provided Landlord receives notice that there are no Default Conditions (as defined in SECTION 2.2, above) as of the date the offer is made, the date the offer is accepted, and as of the date of commencement of the term of the lease with respect to such space, Tenant shall have the following rights of first offer to lease additional any space in the Project Building (such rights the “Additional Space”) is to be exercised as more fully set forth in subsection 31.1(b) below): (i) Subject become vacant and available after it is initially leased to the rights of 3Com Corporation and its successors and/or assigns under its lease (as such lease may be extendeda third party tenant, renewed, amended or modified) (collectively, "3Com") now existing or hereafter granted by Landlord (and/or its successors and/or assigns), during the Term of this Lease shall extend to Tenant shall have a right of first offer to lease the Additional Space (the “First Offer Right”) upon the following terms and conditions: (a) At the time the Additional Space becomes available, the remaining term of this Lease must be at least four (4) years. If necessary to ensure a term of not less than four (4) years, Tenant may exercise the Renewal Option in conjunction with respect its exercise of the First Offer Right; (b) When and if Landlord receives notice that such Additional Space shall become available during the initial Lease Term, Landlord shall first offer in writing to two floors lease such Additional Space to Tenant (which offer shall designate only the Additional Space and not Landlord’s estimate of space Fair Market Rent, which shall be determined pursuant to subsection (e) hereof), and Tenant shall accept such offer, if at all, in Building 2 writing within ten (10) days after receipt of such notice from Landlord. If Landlord does not receive notice of Tenant’s acceptance within such ten (10) day period, the First Offer Right shall terminate and be of no further force and effect; (c) Tenant shall have the right to lease the entire Additional Space available, and shall specifically not have the right to lease only part of the Additional Space available; (d) At the time the Additional Space becomes available, Tenant shall not have assigned this Lease or sublet the Premises, and no Event of Default shall have occurred and be continuing hereunder; (e) If the First Offer Right is exercised, the lease for such Additional Space shall be upon the same terms, covenants and conditions as shown on EXHIBIT B attached hereto). The two floors contained in this Lease, except that (I) the~ annual Base Rent shall be the then-current Fair Market Rent of the Premises as determined pursuant to Paragraph 2.12 as of the first two floors day Landlord delivers possession of the Additional Space to become available after 3Com vacates Building 2 or any portion thereof, unless all four floors are expected to become available at Tenant (assuming that the same time, in which case, the right shall apply only Base Amount Allocable to the top two floors of Building 2 (Premises remains unchanged and will be the "INITIAL OFFER SPACE"). Tenant's right of first offer with respect Base Amount allocable to the Initial Offer Additional Space), but in no event shall the annual Base Rent for the Additional Space be less than the annual Base Rent otherwise payable under this Lease (determined on a per rentable square foot basis), and (2) the Additional Space shall be continuingdelivered to Tenant in its then “as-is” condition, but if Tenant does not accept the Initial Offer Space when first offered by Landlord, Tenant's right of first offer with respect to the Initial Offer Space shall thereafter be subject to: (A) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of at least one half of a floor of the Initial Offer Space no obligation on the balance part of the Initial Offer Space (or any portion thereof); (B) the rights granted by Landlord and/or its successors and/or assigns to any current or future tenant of at least one-quarter of a floor of the Initial Offer Space on the balance of that floor (or any portion thereof)construct Tenant Improvements; and (Cf) the rights granted by Landlord and/or its successors and/or assigns This First Offer Right shall be subordinate to any current extensions, renewals or future tenant of a full floor of space within Building 2 on the Initial Offer Space (or any portion thereof); (ii) Subject other terms and conditions granted to the rights of 3Com under its lease (as such lease may be extended, renewed, amended or modified) and subject to third party tenant in connection with the rights of any other tenants or occupants or future occupants initial leasing of the Project, (now existing, or hereafter granted by Landlord and/or its successors and/or assigns), Tenant shall have a continuing right of first offer, during the term of the Lease, with respect to the balance of Building 2 (other than the Initial Offer Additional Space); and (iii) In the event that Landlord constructs or is constructing a new building (the "NEW BUILDING") within the area shown on EXHIBIT B as "POTENTIAL BUILDING AREA", then, subject to the rights granted by Landlord and/or its successors and/or assigns to any tenant or future tenant that is expected to occupy at least: the lesser of 50,000 square feet or one-half of rentable square footage in the New Building, Tenant shall have a one time right of first offer to lease the remaining space, if any, in the New Building. In no event shall this subsection (iii) be deemed to require Landlord to construct a New Building for the benefit of Tenant.