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

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") to lease the Property upon the same terms and conditions as Landlord, at its election, intends to offer to lease the Property to a third party. Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offer.

Right of First Offer to Lease. Upon If at any time during the expiration of Term, Landlord determines to lease to an unaffiliated, third-party tenant any space (other than the Lease Term Premises) located in the Project (the “Expansion Space”), then Landlord shall so notify Tenant in writing (the “ROFO Notice”) and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right fifteen (15) business days after receipt of first offer ("Landlord’s ROFO Notice to notify Landlord of Tenant's Right of First Offer to Lease") ’s intention to lease the Property upon the same such Expansion Space. The terms and conditions as Landlord, at its election, intends to offer to of any such lease the Property to a third party. Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior this Lease, including, without limitation, the then remaining term, except that the Rental Component of the Occupancy Cost per rentable square foot of Expansion Premises shall be the then Fair Market Rent of the Expansion Premises, as determined by Landlord, which rental value shall be included in Landlord’s ROFO Notice to Tenant's acceptance . If Tenant timely provides Landlord shall retain the right to elect not with written notice of Tenant’s election to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the PropertyExpansion Space within said fifteen (15)-business day period, then Landlord the parties shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in consummate the lease that Tenant rejected, then Landlord shall again offer Tenant of such space by the right preparation and execution of an amendment to acquire the Property upon the same terms and conditions, provided that Tenant shall have only this Lease within fifteen (15) days after Landlord’s receipt of Tenant’s notice. If Tenant does not indicate in writing its agreement to accept such offerlease the Expansion Space within said fifteen (15)-business day period, then Landlord thereafter shall have the right to lease the Expansion Space to a third party.

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") to lease the Property upon the same terms and conditions as Landlord, at its election, intends to offer to lease the Property to a third party. Tenant shall be entitled to exercise TenantXxxxxx's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offer.

Right of First Offer to Lease. Upon Prior to Lessor accepting any offer to lease any Mission West buildings in the expiration Silver Creek area of San Xxxx, or prior to Lessor making any offer to lease any Mission West building in the Lease Term Silver Creek area of San Xxxx, Lessor shall give Lessee written notice of such offer and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant Lessee shall have a right of first offer ("Tenant's Right of First Offer to Lease") the opportunity to lease the Property upon subject building or the part thereof offered for lease on the terms and conditions set forth in the notice of offer. Lessee shall have the option, which may be exercised by written notice to Lessor at any time within fifteen (15) days from the receipt of the Lessor's notice to agree to lease the portion of the subject building specified in the notice to Lessee. If Lessee fails to exercise its option within the 15-day period, Lessor shall have 270 days thereafter to lease the subject building specified in the notice, but in no case on terms more favorable than those offered to Lessee. If Lessor elects, within 270 days of Lessor's notice, to lease the subject building to a third party on terms more favorable to the third party lessee than the terms set forth in the above offer, then Lessor must re-offer the subject building to Lessee on the same terms and conditions as Landlord, at its election, intends offered to offer the third party lessee ("Lessor's Second Notice"). Lessee shall have five (5) business days from Lessee's receipt of Lessor's Second Notice to elect to lease the Property to a third partysubject building. Tenant If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to exercise Tenantlease the subject building to the third party on the terms and conditions set forth in Lessor's Second Notice or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor's Second Notice for a period of 270 days after which Lessee's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again be in effect for the Premises or the subject building. This right of first offer Tenant the right is subject to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerany existing rights of lessees.

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond Prior to Lessor accepting any applicable notice and cure period, Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") to lease the Property upon remaining first floor space in 5941 Optical Court Lessor shall give Lessee written notice of such offer and Lessee shall have the opportunity to lease the part thereof offered for lease on the terms and conditions set forth in notice of offer (“Lessor’s First Notice”). Lessee shall have the option, which may be exercised by written notice to Lessor at any time within ten (10) calendar days from the receipt of the Lessor’s notice to agree to lease the portion of the building and improvements on the terms and conditions specified in the notice to Lessee. If Lessee fails to exercise its option within the 10-day period, Lessor shall have 270 days thereafter to lease the building on terms at least as favorable to Lessor as these specified in the notice to Lessee, but in no case on terms more favorable than those offered to Lessee. If Lessor elects, within 270 days of Lessor’s notice, to lease the remaining 1st floor space to a third party on terms more favorable to the third party lessee than the terms set forth in Lessor’s First Notice, then Lessor must re-offer the building to Lessee on the same terms and conditions as Landlord, at its election, intends offered to offer the third party buyer (“Lessor’s Second Notice to Lease”). Lessee shall have five (5) business days from Lessee’s receipt of Lessor’s Second Notice to Lease to elect to lease the Property to a third partybuilding. Tenant If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to exercise Tenant's lease the building to the third party on the terms and conditions set forth in Lessor’s Second Notice to Lease or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor’s Second Notice to Lease for a period of 270 days after which Lessee’s Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant be in effect for the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerbuilding.

Right of First Offer to Lease. Upon During the expiration Term hereof Landlord shall not lease any part of any of the Lease Term and provided space contiguous with the Premises as shown on the attached Exhibit A-2 (the "First Offer Space") that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure periodis or becomes available, Tenant shall have a right of without first offer offering the same for lease to City (the "Tenant's Right of First Offer to LeaseOffer") to lease ), on the Property upon the same terms and conditions as Landlordset forth below. For purposes hereof, at its election, intends to offer to lease the Property to a third party. Tenant space shall be entitled deemed "available" if it is not under lease to exercise Tenant's Right any third-party tenant, including any tenant whose term has expired and which has no option to renew in its original lease. At any time during the Term that any of the First Offer to Lease only if at Space is or becomes available and provided City is not then in default under this Lease, Landlord shall notify City in writing (the time "First Offer Notice") of the giving of such notice annual Rent, improvement work and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the other terms and conditions upon which Landlord intends is willing to lease the PropertyFirst Offer Space, or portion thereof, described in the First Offer Notice. Tenant shall thereafter have a period of If City, within thirty (30) days to elect by unequivocal written notice to Landlord after receipt of the First Offer Notice, indicates in writing its agreement to lease the Property First Offer Space or portion thereof described in the First Offer Notice, then such space shall be included in the Premises and leased to City on the same terms and conditions as described in the First Offer Notice and otherwise on the terms and conditions contained in this Lease. The Base Rent payable under this lease shall be increased by the amount of rent payable in connection with the First Offer Space or portion thereof described in the First Offer Notice. Upon commencement of the lease of such space, the parties hereto shall promptly execute an amendment to this Lease stating the terms and conditions of the addition of the First Offer Space or portion thereof to the Premises. Notwithstanding the foregoing, City’s exercise of its Right of First Offer with respect to any First Offer Space shall be subject to approval thereof by the Board of Supervisors and the Mayor, in their respective sole discretion, within sixty (60) days after such exercise. If City does not indicate within thirty (30) days after receipt of the First Offer Notice its agreement to lease the First Offer Space or portion thereof described in such notice, Landlord intends thereafter shall have the right to offer lease the First Offer Space or portion thereof described in such notice to any third party at the rent and on the other terms stated in such notice or at a rent greater than and on other terms more favorable to Landlord than stated in such notice. If Landlord leases the First Offer Space or portion thereof to a third party; provided prior party and such space subsequently becomes available during the Term, the provisions of this Section shall apply to Tenant's acceptance any determination by Landlord to release such space. Landlord shall retain the not grant a right of first refusal to elect not any party on any space with respect to lease the Property by giving Tenant written notice thereof. If Tenant elects not which City is entitled to lease the Property, then Landlord shall be free to lease the Property to receive a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerFirst Offer Notice pursuant hereto.

Right of First Offer to Lease. Upon (a) In the expiration event of an early termination of the Lease between Landlord and DNE Systems, Inc. for space that is adjacent to the Premises (the "DNE Space") then before entering into a lease for all or any portion of the DNE Space, during the initial Term of this Lease, and provided that Tenant has exercised each Extended Term is not then in default under this Lease, Landlord will notify Tenant of the monthly rent and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer rental increases ("Tenant's Right of First Offer to Leaserental terms") on which it would be willing to lease the Property upon the same terms and conditions as DNE Space to Tenant. If within five (5) days after receipt of Landlord' notice, at its election, intends to offer Tenant agrees in writing to lease the Property DNE Space, Landlord and Tenant will execute a lease or an amendment to a third party. Tenant shall be entitled to exercise this Lease for the DNE Space within ten (10) days after Landlord's receipt of Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as this Lease, except for the rental terms, and other matters dependent upon the size of the premises, such as Tenant's share of the Operating Expenses and security deposit. However, in no event shall Landlord intends have any obligation to perform any work or improvement to the DNE Space and Tenant shall accept said space in "as is" condition. If Tenant does not deliver its notice of intent to lease the DNE Space within such five (5) day period, or if Landlord and Tenant do not enter into a fully executed lease or amendment to this Lease for the DNE Space within such ten (10) day period, then this right of first offer to lease the DNE Space shall lapse and be of no further effect and Landlord shall have the right to lease the DNE Space to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon party on the same or any other terms and conditions, provided that whether or not such terms and conditions are more or less favorable than those offered to Tenant. This right of first offer to lease the DNE Space is personal to the Tenant shall have only fifteen (15) days to accept such offernamed herein and is not transferable.

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Provided (i) Tenant has exercised each Extended Term and no Event of Default then exists beyond is not in default after any applicable notice and cure periodperiod under any of the terms, covenants or conditions of this Lease or of the Phase 2 Lease and (ii) Tenant is and/or its Permitted Assignees are occupying or conducting business from at least three hundred thousand (300,000) rentable square feet of the Total Premises, and subject to the terms and conditions set forth hereafter, during the term of this Lease, Tenant shall have a the one time right of first offer ("Tenant's “Right of First Offer”) to lease available space in [***](collectively “Right of First Offer Buildings”), which may become available for lease as provided below. Notwithstanding anything herein to Lease"the contrary, Tenant’s Right of First Offer set forth herein shall be subject and subordinate to all expansion, first offer and similar rights currently set forth in any lease which has been executed as of the date of the execution of this Second Amendment together with any extensions of the leases of the Right of First Offer Buildings that Landlord may enter into with the current tenant of such buildings or its successors or assigns (collectively, the “Superior Rights”). [***] In the event the Right of First Offer Buildings, or any portion thereof (such total or any portion of the Right of First Offer Buildings is hereinafter referred to as the “Available Space”) is to become available, Landlord is required to offer to Tenant the lease of the Property upon Available Space before offering such space to any other prospective tenant. By written notice to Tenant, Landlord shall offer the same Available Space to Tenant. Landlord’s notice shall specify the rent, term, tenant improvement allowance and other similar concessions, and other material business terms for the Available Space. Tenant shall have thirty (30) days from receipt of such offer to accept or reject it by written notice to Landlord. If Tenant accepts the offer, Landlord and Tenant shall use their good faith efforts during the thirty (30) days following Tenant’s receipt of Landlord’s written form of lease amendment to reach agreement on an amendment of this Lease to add the Available Space to this Lease on the terms set forth in Landlord’s written offer to Tenant but otherwise in accordance with the terms of this Lease to the extent applicable. If Tenant rejects the offer set forth in Landlord’s written notice, or, if the parties are unable, using good faith efforts, to agree on the required form of amendment to this Lease within the specified thirty (30) days, Landlord shall be entitled to offer the Available Space to any other prospective tenant, on such terms and conditions as LandlordLandlord may elect, provided, however, if Landlord proposes to enter into a Lease of the Available Space with rent, tenant improvements and free rent that is less than 95% of the rent, tenant improvements and free rent offered to Tenant, then Landlord shall be required to re-offer the Available Space to Tenant, pursuant to the process described above, before executing a binding agreement for the Available Space with any other tenant. Notwithstanding anything in the foregoing to the contrary, at its electionLandlord’s option, intends and in addition to offer to lease all of Landlord’s remedies under the Property to a third party. Tenant shall be entitled to exercise Tenant's Lease, at law or in equity, the Right of First Offer to Lease only hereinabove granted to Tenant shall not be deemed to be properly exercised and shall terminate if at Tenant has failed to exercise properly this Right of First Offer to Lease in a timely manner in strict accordance with the time provisions of this Section. Tenant’s Right of First Offer to Lease is personal to Intuit Inc, and may not be assigned or exercised, voluntarily or involuntarily, by or to, any person or entity other than Intuit Inc. Tenant hereby agrees that it will solely be responsible for any and all brokerage commissions and finder’s fees payable to Xxxxx Xxxx LaSalle or any broker representing Tenant in connection with the Right of First Offer to Lease described herein, and Tenant’s exercise of the giving of such notice same, and at the time of the commencement of the applicable term no Event of Default Tenant shall then exist indemnify, defend and only if hold Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months free and not less than three (3) months prior to the expiration of the Lease Termharmless against any liability, Landlord shallclaim, if applicablejudgment, give Tenant written notice of its intent to lease the Property or damages with respect thereto, including attorneys’ fees and shall indicate the terms and conditions upon which Landlord intends to lease the Propertycosts. Tenant shall thereafter have a period not be responsible for any and all brokerage commissions and finder’s fees payable to any broker representing Landlord in connection with the Right of thirty (30) days First Offer to elect by unequivocal written notice to Landlord to lease the Property on the same terms Lease described herein, and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving indemnify, defend and hold Tenant written notice thereof. If Tenant elects not to lease the Propertyfree and harmless against any liability, then Landlord shall be free to lease the Property to a third party. Howeverclaim, if the Base Rent for such proposed lease is reduced by five percent (5%) judgment or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms damages with respect thereto including attorneys’ fees and conditions, provided that Tenant shall have only fifteen (15) days to accept such offercosts.

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a the right to add to the Premises, upon the terms and conditions set forth in this Section 28, the entire eighth floor of Tower 3 of the Building (the "Expansion Space"). Tenant's rights hereunder with respect to the Expansion Space shall be subject to the rights of the Building tenants on the date of execution of this Lease. Whenever during the Term Landlord determines to Lease all or any portion of the Expansion Space, Landlord shall first offer to lease to Tenant such portion of the Expansion Space in an "as is" condition; such offer shall be in writing and shall specify the rent to be paid for such portion of the Expansion Space and the date on which such portion of the Expansion Space shall be included in the Premises (the "Offer Notice"). Tenant shall notify Landlord in writing whether Tenant elects to lease such portion of the Expansion Space at the rental rate set forth in the Offer Notice within ten (10) days after Landlord delivers to Tenant the Offer Notice. If Tenant timely elects to lease such portion of the Expansion Space, then Landlord and Tenant shall execute an amendment to this Lease no later than fourteen (14) days after Tenant notifies Landlord of Tenant's Right of First Offer to Lease") election to lease such portion of the Property upon Expansion Space, effective as of the date such portion of the Expansion Space is to be included in the Premises, on the same terms and conditions as Landlord, at its election, intends to offer to lease this Lease execute that (a) the Property to a third party. Tenant rentable area of the Premises shall be entitled to exercise increased by the rentable area in such portion of the Expansion Space (and Tenant's Right of First Offer to Lease only if at Proportionate Share shall be adjusted accordingly), (b) the time Base Rent shall be increased by the amount for such portion of the giving of Expansion Space in the Offer Notice, and (c) Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction ---- allowance, and the like) or other tenant inducements. If Tenant fails or is unable to timely exercise its right hereunder, then such notice and at the right shall lapse, time being of the commencement of essence with respect to the applicable term no Event of Default shall then exist and only if Landlord elects exercise thereof, and, subject to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than following three (3) months prior sentences, Landlord may lease such portion of the Expansion Space to third parties on such terms as Landlord may elect. Notwithstanding anything herein to the expiration contrary, Landlord may not enter into such third party lease at a net effective rent of less than ninety percent (90%) of the Lease Term, Landlord shall, if applicable, give net effective rent set forth in the most recent Offer Notice to Tenant written notice of its intent without first offering to lease to Tenant such portion of the Property and shall indicate the terms and conditions upon which Landlord intends Expansion Space at such net effective rent being offering to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a such third party. HoweverAs used in this Section 28, if the phrase "net effective rent" shall mean the Base Rent for such proposed portion of the Expansion Space less the cost of tenant improvements and other tenant inducements which are included in such Base Rent. In addition, if Landlord fails to enter into any such third party lease is reduced by five percent within six (5%6) or more as compared months after Tenant has elected not to lease such portion of the Expansion Space after receipt of an Offer Notice, then such portion of the Expansion Space shall again be subject to Tenant's rights under this Section 28. Notwithstanding anything herein to the Base Rent included in the lease that Tenant rejectedcontrary, then Landlord shall again have no obligation to first offer to lease to Tenant all or any portion of the right Expansion Space in accordance with this Section 28 111 at the time Landlord would have sent to acquire Tenant an Offer Notice, Tenant Is then In default of any of its conditions or obligations under this Lease (beyond applicable notice and cure periods). If Tenant is so then in default, Landlord may proceed to lease all or any portion of the Property upon Expansion Space to any third party without Tenant having any prior right's to lease all or any portion of the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerExpansion Space.

Right of First Offer to Lease. Upon Throughout the expiration Term of the Lease, including any extensions thereof, and so long as no default has occurred and is continuing under the Expansion Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any or the Lease (after giving effect to all applicable notice and cure periodperiods), Tenant if Xxxxx or any affiliate of Xxxxx constructs Office Building 2, SCI shall have a an ongoing right of first offer ("Tenant's Right of First Offer to Lease") to lease any available space in Office Building 2 (collectively identified as “ROFO Space”). Any ROFO Space leased by SCI on a single floor pursuant to this Section 4 does not need to be contiguous, but, as and to the Property upon extent commercially reasonable, SCI shall elect to lease all available contiguous space located on a single floor before leasing space on an additional floor. Upon receipt of a bona fide written proposal to lease any portion of the ROFO Space that Xxxxx is prepared to accept, with the understanding and agreement that the right of first offer to lease any available space in Office Building 2 does not require the execution or delivery of a letter of intent for any such space, Xxxxx shall notify SCI thereof, in writing, or, to the extent applicable, provide a copy of said offer to SCI (the “ROFO Notice”). SCI shall then have ten (10) business days to deliver written notice to Xxxxx specifying whether SCI will either accept the premises as outlined in ROFO Notice or waive its right of first offer with respect to such premises. If SCI fails to respond within such ten (10) business day period, SCI shall be deemed to have elected to not lease such ROFO Space. If SCI elects to lease ROFO Space, except as provided below, the same terms and conditions as Landlordwould be applicable to any Expansion Lease shall apply to the ROFO Space, at its electionincluding, intends but not limited to, the then Basic Annual Rent (on a per Rentable Square Foot basis, as escalated to offer date), Additional Rent (based on SCI’s Proportionate Share for the Rentable Square Feet in the ROFO Space), term and a prorated amount of the Tenant Improvement Allowance (on a per Rental Square Foot basis). Within fifteen (15) business days of SCI’s election to lease the Property to ROFO Space, SCI and Xxxxx shall enter into a third partylease for the ROFO Space. Tenant SCI shall be entitled to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty up to 180 days (30not including any delays caused by Xxxxx or its agents, employees or contractors) days from Xxxxx’x delivery of possession of such space to elect by unequivocal written notice SCI (with all elements of the Turnover Condition satisfied with respect to Landlord such space) to complete the construction of the tenant improvements to the ROFO Space and upon the earlier to occur of (A) the expiration of such 180 day period, or (B) the date SCI takes occupancy of the ROFO Space and begins conducting business therein, SCI shall commence paying rent on the ROFO Space (the “ROFO Commencement Date”). Should SCI decline to lease the Property ROFO Space, Xxxxx may thereafter lease the ROFO Space to a third party on substantially the same terms and conditions as Landlord intends identified in the ROFO Notice; provided that, upon the termination of such lease to offer to a such third party; provided prior , or in the event Xxxxx does not enter into a lease with respect to Tenant's acceptance Landlord shall retain the right to elect ROFO space on substantially the same terms identified in the ROFO Notice within six (6) months following SCI’s election or deemed election not to lease the Property by giving Tenant written notice thereofany ROFO space, such space shall again become ROFO Space. If Tenant elects not Should SCI decline to lease the PropertyROFO space, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant action shall have only fifteen (15) days no effect on SCI’s future rights under this Section 4 unless this Agreement is terminated pursuant to accept such offeran express termination provision. This provision is subject to SCI not then being in default of the Lease, after giving effect to any applicable grace and cure periods.

Right of First Offer to Lease. Upon During the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure periodinitial term, Tenant shall have a the right of first offer for space in Building 2 and Building 3 of the Complex, commonly known as 4005 and 0000 Xxxxxxx Xxxxxx. If at any time during the initial term of this Lease, space becomes available in Building 2 or Building 3 due to expiration or termination of a lease, Landlord shall notify Tenant of the terms upon which Landlord would be willing to lease any such space including the base rent, tenant improvement allowance, term, minimum space available, and such other terms as may be relevant ("Landlord's Offer"). Tenant shall have fifteen (15) days after receipt of Landlord's Offer to notify Landlord ("Tenant's Right of First Offer to LeaseNotice") of the space which Tenant desires to lease ("Expansion Space"). If Tenant notifies Landlord it desires to lease the Property upon Expansion Space but Landlord and Tenant do not agree on the same terms and conditions as Landlordrental rate, at its election, intends to offer to lease then the Property to a third party. Tenant rental rate shall be entitled to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior fair market rental rate determined according to the expiration procedures for determining the fair market rental value for the Premises during an option period as set forth in Subparagraphs 2(c) and 2(d) of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Propertythis Lease. Tenant shall thereafter have a period of Within thirty (30) days to elect by unequivocal written notice to thereafter, Landlord to and Tenant shall enter into a lease for the Property Expansion Space on the terms set forth in Landlord's Offer, with Rent determined as provided in the preceding sentence if applicable. The form of lease for the Expansion Space shall be substantially the same as this Lease (other than as may be modified by the terms and conditions as Landlord intends to offer to a third party; provided prior to Tenantof Landlord's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereofOffer). If Tenant elects does not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for deliver Tenant's Notice within such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days day period, or if Landlord and Tenant, through no fault of Landlord, fail to accept enter into a lease for the Expansion Space within such offerthirty (30) day period, Tenant shall be deemed to have rejected Landlord's Offer, and Landlord may thereafter lease the offered space to a third party tenant on such terms as Landlord and the third party may agree. Rejection of Landlord's Offer shall be a rejection of that offer only and shall not terminate the right of first offer with respect to other space or later offers of the same space during the term of the Lease. Landlord will notify Tenant from time, to time of vacant space in the Complex which is or will be offered for lease, but Landlord shall have no liability to Tenant for Landlord's failure to do so.

Right of First Offer to Lease. Upon the expiration of the Lease Initial Term and provided that Tenant has exercised each the Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") to lease the Property upon the same terms and conditions as Landlord, at its election, intends to offer to lease the Property to a third party. Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offer.

Right of First Offer to Lease. Upon Subject to the expiration rights of the Lease Term Building’s tenants on the date of the execution of this Lease, before leasing the space depicted on Exhibit “A-1 attached hereto and provided that incorporated herein (the “Additional Space”) to other parties, Landlord shall first offer to lease to Tenant has exercised each Extended Term the Additional Space in an “as is” condition; such offer shall be in writing and shall specify the rent to be paid for the Additional Space and the date on which the Additional Space shall be included in the Premises (the “Offer Notice”). The rental rate specified by Landlord in the Offer Notice shall at the rate of 100% of the then current fair market rental rate for five (5) year leases of comparable premises (in shell condition) in comparable buildings in the general vicinity of the Building (with respect to age, quality and location) (but in no Event event less than the per rentable square foot rental rate then in effect for the remainder of Default then exists beyond any applicable notice and cure period, the Premises). Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") notify Landlord in writing whether Tenant elects to lease the Property upon entire Additional Space at the rental rate set forth in the Offer Notice, within five (5) days after Landlord delivers to Tenant the Offer Notice. If Tenant timely elects to lease the Additional Space, then Landlord and Tenant shall execute an amendment to this Lease, effective as of the date the Additional Space is to be included in the Premises, on the same terms as this Lease except that (a) the rentable area of the Premises shall be increased by the rentable area in the Additional Space (and conditions Tenant’s Proportionate Share shall be adjusted accordingly), (b) the Base Rent shall be increased by the amount specified for such space in the Offer Notice, and (c) Landlord shall not provide to Tenant any allowances (e.g., moving allowance, construction allowance, and the like) or other tenant inducements. If Tenant fails or is unable to timely exercise its right hereunder, then such right shall lapse, time being of the essence with respect to the exercise thereof, and Landlord may lease the Additional Space to third parties on such terms as LandlordLandlord may elect. If Landlord fails to enter into any such third party lease within six (6) months after Tenant has elected not to lease the Additional Space, at its electionthen such space shall again be subject to Tenant’s rights under this Section 28. Notwithstanding any of the foregoing to the contrary, intends Landlord shall have no obligation to first offer to lease to Tenant the Property to a third party. Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease only Additional Space in accordance with this Section 28 if at the time Landlord would have sent to Tenant the Offer Notice, Tenant is then in Default of the giving any of such notice and at the time of the commencement of the applicable term no Event of Default shall its conditions or obligations under this Lease. If Tenant is so then exist and only if in Default, Landlord elects may proceed to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months Additional Space to any third party without Tenant having any prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent rights to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerAdditional Space.

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer as to any space contiguous to the Premises in Building One which becomes available from time to time on the terms set forth herein, provided that ("Tenant's Right a) this Lease is in full force and effect, (b) Tenant has not assigned this Lease or sublet more than 25% of First Offer the Premises (in either case other than as part of a Permitted Transaction), (c) Tenant is not in default, beyond any applicable notice and cure periods, in the performance or observance of any of the terms and provisions of this Lease on the part of the Tenant to Lease"be performed or observed, (d) Landlord shall have no obligation to lease make any offer to Tenant hereunder if, at such time as an offer would otherwise be required to be made hereunder, there are 364 or fewer days remaining in the Property upon Term, as the same may have been extended at such time, and (e) any such space shall be offered for a term co-terminous with the Term of this Lease, except during the last three (3) years of the Term. Such offer shall be on such terms and conditions as Landlord shall elect in its sole discretion. Landlord shall provide written notice of the availability of the space to Tenant. If Tenant fails to accept Landlord’s offer on the terms set forth therein within fifteen (15) days from delivery of Landlord’s notice, at its election, intends to offer Landlord shall have the free right to lease such space to any third party on such terms as it may elect in its sole discretion, provided, however, that if the Property rent and other economic consideration in any contemplated lease for such space to a third party is less than ninety percent (90%) of the rent and other economic consideration under which such space was offered to Tenant, Landlord must again present an offer to Tenant with respect to such space on such lower terms in accordance with the provision hereof, for the same length of term as offered to the third party (provided that the same shall not vest in Tenant any right to extend the Term of this Lease). In addition, (a) Landlord shall reoffer any space to Tenant which has not been leased by Landlord to a third party within twelve (12) months after the date Landlord has offered such space to Tenant hereunder, and (b) if a third party has leased a portion of space declined by Tenant hereunder, Landlord shall reoffer the remaining space to Tenant in accordance with this Article XVI within thirty (30) days after Landlord has executed a lease with such third party. Time is of the essence of the foregoing provisions. Tenant shall be entitled only to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior accept Landlord’s offer as to the expiration space set forth in the offer and no lesser portion thereof. In the event that Tenant provides timely written acceptance of Landlord’s offer, the parties shall enter into an amendment to this Lease Termwhich incorporates the offered space into the Premises on the terms set forth herein. This right shall be personal to Tenant and its Affiliates or to any party that acquired the interest of Tenant under this Lease as part of a Permitted Transaction, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect not be exercisable by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third any other party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offer.[End of text on page]

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Landlord grants to Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") to lease the Property adjacent space and/or adjacent building that remains vacant or becomes available upon the same terms vacation thereof by the then-current tenant including, without limitation, the approximately three thousand (3,000) rentable square feet of spaced located adjacent to the Premises and conditions as Landlordshown on Exhibit A-3 attached to the Lease (the “Identified Expansion Space”). As such space becomes available to lease, at its election, intends Landlord shall notify Tenant thereof and offer such space to offer to lease the Property to a third partyTenant for lease. Tenant shall be entitled have (a) with respect to exercise Tenant's Right the Identified Expansion Space, fifteen (15) business days and (b) with respect to any other space becoming available, ten (10) business days in which to notify Landlord in writing of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects its intention to lease such space. Landlord and Tenant are free to agree on the Property at rent term and interior improvements for such additional space and shall not be bound by the expiration terms of this Lease. If Landlord and Tenant cannot agree on the Lease Term. Not more than nine terms for such a lease within ten (910) months and not less than three (3) months prior to the expiration days of the Lease Term, Landlord shall, if applicable, give Tenant written Tenant’s notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Propertysuch space, then Landlord shall be free to lease the Property space to another tenant. EXHIBIT A-1 DIAGRAM OF PREMISES Exhibit A-1 EXHIBIT A-2 DIAGRAM OF PROJECT Exhibit A-2 EXHIBIT A-3 IDENTIFIED EXPANSION SPACE EXHIBIT B WORK LETTER AGREEMENT THIS WORK LETTER AGREEMENT supplements that certain lease (the “Lease”) dated April 25, 2007, executed by REDWOOD TECHNOLOGY CENTER, LLC, a third partyCalifornia limited liability company; XXXX XXXXXXX AND XXXXXXXX X. XXXXXXX 1991 TRUST; XXXXX XXXXXXXXX XXXXXXX TRUST (UAD) DATED 25 FEBRUARY 1987 and XXXXXX X. XXXXX TRUST (“Landlord”), and CYAN OPTICS, INC., a Delaware corporation (“Tenant”). However, if All capitalized terms not otherwise defined herein shall have the Base Rent for such proposed lease is reduced by five percent (5%) or more same meaning as compared to the Base Rent included those capitalized terms contained in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerLease.

Right of First Offer to Lease. Upon (a) Subject to the expiration on December 31, 2010 of the existing Lease Term between Lessor and provided that Tenant has exercised each Extended Term Xxxxxxx Investment Services, LLC (“Xxxxxxx Ventures”) of Suite 200, and no Event of Default then exists beyond any applicable notice and cure periodsubject to Xxxxxxx Ventures vacating Suite 200, Tenant shall have a Lessor hereby grants to Lessee the right of first offer to lease the premises on the second floor of the Building referred to as Suite 200, consisting of approximately five thousand six hundred sixty ("Tenant's Right of 5,660) rentable square feet (the “First Offer Space”), upon the following terms and conditions: prior to Lease"entering into a lease of the First Offer Space with any other tenant, Lessor shall deliver to Lessee a written offer (“First Offer”) to lease the Property upon entire First Offer Space, the same terms Monthly Base Rent at which the First Offer Space is offered for lease (which shall be Lessor’s good faith determination of the fair market value of the First Offer Space), the term of the lease of the First Offer Space in accordance with Paragraph 14(b), and conditions the approximate date that the First Offer Space will be available for occupancy. Lessor shall also specify the amount, if any, of any tenant improvement allowance that Lessor is offering for the First Offer Space, or if the First Offer Space is offered for lease “as Landlord, at its election, intends is,” without any tenant improvement allowance. Lessee shall have ten (10) calendar days after receipt of the First Offer within which to offer give written notice to Lessor of Lessee’s acceptance of Lessor’s First Offer to lease the Property First Offer Space, time being of the essence. Failure of Lessee to a third party. Tenant deliver such written acceptance within said period of ten (10) calendar days shall be entitled to exercise Tenant's Right deemed a rejection of the First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior with respect to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerFirst Offer Space.

Right of First Offer to Lease. Upon the expiration of the Lease Initial Term and provided that Tenant has exercised each the Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") to lease the Property upon the same terms and conditions as Landlord, at its election, intends to offer to lease the Property to a third party. Tenant shall be entitled to exercise TenantXxxxxx's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offer.

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer as to space in the Building which becomes available from time to time on the terms set forth herein, provided that ("Tenant's Right a) the Lease is in full force and effect, and (b) Tenant is not in default, beyond any applicable notice and cure periods, in the performance or observance of First Offer any of the terms and provisions of this Lease on the part of the Tenant to Lease"be performed or observed, and (c) Landlord shall have no obligation to lease make any offer to Tenant hereunder if, at such time as an offer would otherwise be required to be made hereunder, there are 364 or fewer days remaining in the Property upon Term, as the same may have been extended at such time. Such offer shall be on such terms and conditions as Landlord shall elect in its sole discretion. Landlord shall provide written notice of the availability of the space to Tenant. If Tenant fails to accept Landlord’s offer on the terms set forth therein within fifteen (15) days from delivery of Landlord’s notice, at its election, intends to offer Landlord shall have the free right to lease such space to any third party on such terms as it may elect in its sole discretion, provided, however, that if the Property rent and other economic consideration in any contemplated lease for such space to a third party is less than ninety percent (90%) of the rent and other economic consideration under which such space was offered to Tenant, Landlord must again present an offer to Tenant with respect to such space on such lower terms in accordance with the provision hereof, for the same length of term as offered to the third party (provided that the same shall not vest in Tenant any right to extend the Term of this Lease). In addition, (a) Landlord shall reoffer any space to Tenant which has not been leased by Landlord to a third party within twelve (12) months after the date Landlord has offered such space to Tenant hereunder, and (b) if a third party has leased a portion of space declined by Tenant hereunder, Landlord shall reoffer the remaining space to Tenant in accordance with this Article XVI within thirty (30) days after Landlord has executed a lease with such third party. Time is of the essence of the foregoing provisions. Tenant shall be entitled only to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior accept Landlord’s offer as to the expiration space set forth in the offer and no lesser portion thereof. In the event that Tenant provides timely written acceptance of Landlord’s offer, the parties shall enter into an amendment to this Lease Termwhich incorporates the offered space into the Premises on the terms set forth herein. This right shall be personal to Tenant and its Affiliates, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect not be exercisable by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third any other party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offer.

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Tenant has exercised With respect to each Extended Term and no Event of Default then exists beyond First Offer Space (as defined below) or any applicable notice and cure periodportion thereof, Tenant Lessee shall have a right of first offer ("Tenant's one-time Right of First Offer to Lease") lease space located in the Building or the Project that becomes Available (“First Offer Space”). The precise size and configuration of the First Offer Space shall be as reasonably determined by Lessor and shall be subject to lease the Property upon existing requirements then imposed by the same terms and conditions as Landlordapplicable Governmental Regulations. On each occasion during the Term that space becomes Available, at its election, intends prior to offer leasing the First Offer Space to lease the Property to a any third party. Tenant , Lessor shall be entitled first deliver to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant Lessee a written notice of its intent to lease the Property and shall indicate the terms and conditions upon on which Landlord intends Lessor is willing to lease the PropertyFirst Offer Space (the “ROFO Availability Notice”). Tenant Lessee shall thereafter then have a period ten (10) business days after its receipt of thirty (30) days the ROFO Availability Notice in which Lessee may deliver to elect by unequivocal written Lessor, if at all, notice to Landlord to lease of Lessee’s acceptance of the Property subject First Offer Space on the same terms and conditions (including the term of the lease for the First Offer Space as Landlord intends set forth in the ROFO Availability Notice, which may not be coterminous with the Term of this Lease) specified in the ROFO Availability Notice (the “ROFO Acceptance Notice”); provided, however, that the ROFO Acceptance Notice shall be null and void if it attempts to offer modify in any way the terms of the ROFO Availability Notice. Prior to a third party; provided prior giving the ROFO Availability Notice to Tenant's acceptance Landlord Lessee and for ten (10) business days thereafter, Lessor shall retain not enter into any lease of the right to elect not to lease the Property by giving Tenant written notice thereofFirst Offer Space with any other person. If Tenant elects during such ten (10) business day period Lessee gives Lessor a ROFO Acceptance Notice, Lessor and Xxxxxx shall then promptly and at Lessor’s election enter into an amendment to this Lease incorporating the terms of the ROFO Acceptance Notice or enter into a new lease for the First Offer Space substantially on the terms and conditions of this Lease, as modified by the ROFO Acceptance Notice. After expiration of such ten (10) business day period, if Lessee has not to lease the Propertygiven Lessor a timely ROFO Acceptance Notice, then Landlord Lessor shall be free to lease the Property First Offer Space to a third partyany other person or entity on any terms and conditions which are not materially less favorable to Lessor than those as set forth in the ROFO Availability Notice. HoweverIn determining whether terms are materially less favorable than the terms in the ROFO Availability Notice, no terms other than fixed rent (including any rent abatement or other monetary concession offered by Lessor), tenant improvement allowance (if the Base Rent for any) and minimum term (including any options to extend) shall be considered and such proposed lease is reduced by economic terms shall not be deemed materially less favorable if such economic terms are no less than ninety-five percent (595%) or more as compared of the fixed rent, tenant improvement allowance (if any) and minimum term (including any options to the Base Rent included extend), respectively, set forth in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerROFO Availability Notice.

Right of First Offer to Lease. Upon On the condition that Tenant is not then in default of any terms and conditions of this Lease after the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Landlord hereby grants Tenant the right to expand into any vacant or otherwise available space in the Office Building (“Vacant Space”) pursuant to the terms of this Article. “Vacant Space” shall have a include (but not be limited to) (a) space vacated by any other tenant in the Office Building, as well as (b) space consisting of 12,500 square feet of Rentable Area or less that is occupied by any other Office Building tenant that desires to exercise an extension, renewal or similar right (and Landlord shall cause any and all of first offer such extension, renewal or similar rights of all tenants of 12,500 square feet of Rentable Area or less to be subordinate to Tenant’s rights under this Section 43). Clause ("Tenant's Right b) of First Offer this Article 43 shall not apply with respect to Lease") extension or renewal rights for space larger than 12,500 square feet of Rentable Area. If Tenant wishes to lease any Vacant Space, Tenant must advise Landlord in writing, within ten (10) days of Tenant’s receipt of written notice from the Property upon Landlord regarding the same availability of the Vacant Space. To be effective, Landlord’s notice to Tenant must refer to this Article 43 and must expressly state that Tenant’s rights will lapse unless Tenant accepts Landlord’s offer in writing within ten (10) days. Additionally: (i) Tenant must lease the entire Vacant Space; (ii) Tenant will do so under the terms and conditions of this Lease; and (iii) the Base Rent and Tenant’s Pro-Rata Share of Operating Costs, Real Estate Taxes and Insurance will increase accordingly. Landlord shall not lease the Vacant Space to any third party without first offering the Vacant Space to Tenant pursuant to this Article 43. If Tenant declines expansion into the Vacant Space identified in Landlord’s notice, or does not provide a written response as Landlordrequired herein, at its election, intends to offer Landlord may proceed to lease said Vacant Space without the Property requirement of notifying the Tenant prior to Landlord’s leasing the Vacant Space to a third party. The rights of Tenant under this Article 43 shall be entitled deemed to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Termbe continuing rights and, Landlord shallas such, if applicableTenant declines to expand into any given Vacant Space at any given time, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free required to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer such space to Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offernext time it becomes available.

Right of First Offer to Lease. Upon From and after December 1, 2005 and continuing during the expiration Term of the this Lease Term and provided that Tenant has (including any Extension Options exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure periodby Tenant), Tenant shall have a the right of first offer to lease any space which becomes available in the Building ("Tenant's “Right of First Offer Space”) before it is marketed for lease to Lease") any third party (the “Right of First Offer”). If Landlord elects to lease any Right of First Offer Space during the Term, Landlord shall submit to Tenant notice of the basic terms and conditions upon which the Landlord intends to lease the Property Right of First Offer Space (the “First Offer Notice”) and Landlord shall offer the Right of First Offer Space to Tenant upon the same basic terms, covenants and conditions as provided in the First Offer Notice. Tenant shall have five (5) business days to notify Landlord of its election to lease the Right of First Offer Space. If Tenant notifies Landlord in writing of the acceptance of such offer within such five (5) business day period after Landlord has delivered such offer to Tenant, Landlord and Tenant shall within thirty (30) days thereafter enter into a written agreement modifying and supplementing the Lease and specifying that such Right of First Offer Space accepted by Tenant is a part of the Premises for the remainder of the Term, and containing other appropriate terms and conditions relating to the addition of the Right of First Offer Space to this Lease (including specifically any increase or adjustment of the rent as a result of such addition). If Tenant does not notify Landlord in writing of its acceptance of such offer in such five (5) business day period, then Tenant’s rights under this Section 39(b) with respect to the then Right of First Offer Space shall terminate and Landlord shall thereafter be able to lease the Right of First Offer Space or any portion thereof to any third party subject to reinstatement as provided below. In the event Tenant elects not to exercise its right to lease any First Offer Space hereunder, Landlord may for a period of six (6) months thereafter offer such First Offer Space to third parties upon substantially the same terms and conditions as Landlord, at its election, intends offered to offer to lease Tenant in the Property to a third party. Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease TermNotice. Not more than nine (9) months and not less than three (3) months prior Prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent offering such space to lease the Property and shall indicate the third parties upon rental terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by are at more than five percent (5%) or more as compared less than offered to the Base Rent included Tenant in the First Offer Notice, or if Landlord has not entered into a lease that for the First Offer Space within six (6) months after Tenant rejectedelected (or was deemed to have elected) not to execute its Right of First Offer to lease, Landlord will provide a new First Offer Notice to Tenant setting forth Landlord’s then Landlord shall again offer Tenant the right to acquire the Property upon the same current proposed terms and conditionsconditions for the lease of the First Offer Space, provided and the procedure set forth above shall be repeated except that Tenant shall have only fifteen three (153) business days after receipt of the new First Offer Notice to accept notify Landlord of its election to lease the Right of First Offer Space pursuant to the terms set forth in such offerFirst Offer Notice. Any termination of this Lease shall terminate all rights of Tenant with respect to the Right of First Offer Space. Tenant’s Right of First Offer rights hereunder are personal to Tenant (and any subsidiaries or affiliates of Tenant), and shall not be severable from this Lease.

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Landlord grants to Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") to lease the Property adjacent space and/or adjacent building that remains vacant or becomes available upon the same terms vacation thereof by the then-current tenant including, without limitation, the approximately three thousand (3,000) rentable square feet of spaced located adjacent to the Premises and conditions as Landlordshown on Exhibit A-3 attached to the Lease (the “Identified Expansion Space”). As such space becomes available to lease, at its election, intends Landlord shall notify Tenant thereof and offer such space to offer to lease the Property to a third partyTenant for lease. Tenant shall be entitled have (a) with respect to exercise Tenant's Right the Identified Expansion Space, fifteen (15) business days and (b) with respect to any other space becoming available, ten (10) business days in which to notify Landlord in writing of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects its intention to lease such space. Landlord and Tenant are free to agree on the Property at rent term and interior improvements for such additional space and shall not be bound by the expiration terms of this Lease. If Landlord and Tenant cannot agree on the Lease Term. Not more than nine terms for such a lease within ten (910) months and not less than three (3) months prior to the expiration days of the Lease Term, Landlord shall, if applicable, give Tenant written Tenant’s notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Propertysuch space, then Landlord shall be free to lease the Property space to another tenant. EXHIBIT A-1 DIAGRAM OF PREMISES EXHIBIT A-2 DIAGRAM OF PROJECT EXHIBIT A-3 IDENTIFIED EXPANSION SPACE EXHIBIT B WORK LETTER AGREEMENT THIS WORK LETTER AGREEMENT supplements that certain lease (the “Lease”) dated April 25, 2007, executed by REDWOOD TECHNOLOGY CENTER, LLC, a third partyCalifornia limited liability company; XXXX XXXXXXX AND XXXXXXXX X. XXXXXXX 1991 TRUST; XXXXX XXXXXXXXX XXXXXXX TRUST (UAD) DATED 25 FEBRUARY 1987 and XXXXXX X. XXXXX TRUST (“Landlord”), and CYAN OPTICS, INC., a Delaware corporation (“Tenant”). However, if All capitalized terms not otherwise defined herein shall have the Base Rent for such proposed lease is reduced by five percent (5%) or more same meaning as compared to the Base Rent included those capitalized terms contained in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerLease.

Right of First Offer to Lease. Upon As a further inducement for Landlord to enter into this Agreement, Tenant hereby agrees that it shall notify Landlord in writing (an “ROFN Notice”) if, within one (1) year following the expiration Execution Date, Tenant desires to lease real property in any of the Lease Term following locations: San Diego, California; the greater San Francisco Bay area, California; Maryland; North Carolina; New Jersey; Boston or Cambridge, Massachusetts; Westchester County, New York; Pennsylvania; or the greater Seattle, Washington, area (the “Desired Areas”) and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have offer Landlord a right of first offer negotiation ("Tenant's Right of First Offer to Lease"“ROFN”) to lease premises to Tenant in the Property upon applicable Desired Area. Landlord shall have until the same terms and conditions as date that is ten (10) days after the date of Landlord, at its election, intends ’s receipt of an ROFN Notice to offer notify Tenant whether Landlord wishes to enter into negotiations with Tenant to lease premises to Tenant in such Desired Area (“Landlord’s Response”). If Landlord is interested in leasing premises to Tenant, then Landlord’s Response shall be accompanied by Landlord’s proposed terms. Landlord shall then have the Property exclusive right to negotiate with Tenant for no less than ninety (90) days, commencing from the date of Tenant’s receipt of Landlord’s Response. If the Parties are unable to consummate a lease agreement within such ninety (90) day period despite the Parties’ good faith efforts, and the Parties do not agree to extend the ninety (90) day period, then Tenant may enter into discussions with a third partyparty for a lease agreement. Tenant shall be entitled Tenant’s failure to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if advise Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which real property in a Desired Area or to provide Landlord intends to lease the Property. Tenant shall thereafter have with a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord timely ROFN Notice shall be free to lease the Property to a third partydeemed an Event of Default. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord This Section shall again offer Tenant the right to acquire the Property terminate upon the same terms earlier of (a) a change of control of Tenant and conditions, provided that Tenant shall have only fifteen (15b) days to accept such offerthe one (1) year anniversary of the Execution Date.

Right of First Offer to Lease. Upon (a) (i) Subject to the expiration provisions of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure periodthis Article, Tenant Lessee shall have a right of first offer the option to lease from Lessor units containing no less than l0,000 rentable square feet in the following buildings: Xxx Xxxxxx Xxx, Xxxxxxxxxx, Xxx Xxxxxx and Seven Sylvan Way, Parsippany, New Jersey ("Tenant's Right of First Offer to LeaseAdditional Space") to lease the Property upon the same terms and conditions as Landlord, at its election, intends to offer to lease the Property to a third party. Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the existing space lease(s) or after the initial leasing (if such unit is presently vacant or is located in Seven Sylvan Way) for such Additional Space, subject to Lessor's right to renew such leases or to enter into direct leases with existing subtenants and subject to the rights in effect as of the date of this Lease Termheld by any existing tenants with respect to the Additional Space (the "Existing ROFOTL Rights") with respect to the Additional Space. Not more than nine (9) months If the Term of this Lease shall be in full force and effect on the expiration or termination date of the existing space leases or after the initial leases, as the case may be, for the Additional Space, subject to Lessor's right to renew such leases or to enter into direct leases with existing subtenants and subject to the Existing ROFOTL Rights, and the date upon which Lessee shall exercise the option hereinafter referred to, Lessee shall have the option to lease all, but not less than three all of each unit set forth in Lessor's notice to Lessee that such unit is available for leasing (3) months prior to the expiration "Lessor's Availability Notice"). Lessor's Availability Notice will advise Lessee of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions Lessor would be willing to accept with respect to the Additional Space, and Lessee shall have twenty (20) days within which to respond to Lessor's offer (TIME BEING OF THE ESSENCE). If Lessee accepts Lessor's offer, the parties shall promptly enter into a lease for such Additional Space upon which Landlord intends such terms and conditions and otherwise upon the terms and conditions set forth in this Lease, mutatis mutandis, the parties 'acknowledging, however, that such Additional Space is likely to be located in a full service multi-tenanted building and the lease for such Additional Space will be revised to reflect that. If Lessee rejects Lessor's offer, Lessor may lease the Property. Tenant shall thereafter have a period of thirty (30) days Additional Space to elect by unequivocal written notice to Landlord to lease the Property on the same any party upon such terms and conditions as Landlord intends to offer to a third party; provided prior to TenantLessor shall deem in its best interests, but Lessee's acceptance Landlord rights hereunder shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, apply if the Base Rent unit again becomes available for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerleasing.

Right of First Offer to Lease. Upon The provisions of this Section and the expiration Landlord’s obligations of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer ("Tenant's Right of First Offer to Lease") to lease the Property upon the same terms and conditions as Landlord, at its election, intends to offer to lease the Property to a third party. Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease only to the Tenant are conditioned upon the Landlord’s receipt of a written notice from the Tenant specifying that the Tenant desires to lease additional contiguous space (if available) at the time Property. In that event, provided that the Tenant has not been in default of the giving terms and conditions of such notice this Lease beyond any applicable cure periods, the Tenant will have an on-going Right of First Offer on contiguous space that becomes available should the Landlord elect to erect additional building(s) on the Property. The term “available” means that any existing tenant shall have fully and at the time of the commencement of the applicable term no Event of Default shall then exist finally vacated and only if Landlord elects to lease the Property surrendered possession at the expiration of the Lease Termits lease or any extension(s) thereof. Not more than nine (9) months Landlord shall deliver to Tenant notice of availability and not less than three (3) months prior an offer to the expiration Tenant to lease such contiguous space as part of the Lease TermDemised Premises at the then current market rental rate as determined by the Landlord. Other significant terms and conditions shall be included in the notice. Within ten (10) business days after receipt of Landlord’s notice (which notice may be given by overnight carrier), the Tenant shall provide the Landlord shall, if applicable, give Tenant written notice of its intent acceptance or rejection of the offer. If Tenant indicates by notice to Landlord of its agreement to lease the Property and available space, the parties shall indicate immediately execute an amendment to this Lease stating the terms and conditions upon which addition of the available to the Premises. If Tenant does not accept the offer within the ten (10) business days, the Landlord intends thereafter shall have the right to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer such available space to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord party and this Right of First Offer shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms of no force and conditions, provided that Tenant shall have only fifteen (15) days to accept such offereffect.

Right of First Offer to Lease. Upon After October 31 1996, prior to Lessor accepting any offer to lease future buildings and improvements on the expiration Expansion Land, or prior to Lessor making any offer to lease future building and improvements on the Expansion Land, Lessor shall give Lessee written notice of the Lease Term such offer and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant Lessee shall have a right of first offer ("Tenant's Right of First Offer to Lease") the opportunity to lease the Property upon Expansion Land or the part thereof offered for lease on the terms and conditions set forth in Section 44. Lessee shall have the option, which may be exercised by written notice to Lessor at any time within thirty (30) days from the receipt of the Lessor's notice to agree to lease the portion of the Expansion Land specified in the notice to Lessee. If Lessee fails to exercise its option within the 30-day period, Lessor shall have 270 days thereafter to lease the Expansion Land specified in the notice, but in no case on terms more favorable than those offered to Lessee in Section 44. If Lessor elects, within 270 days of Lessor's notice, to lease the Expansion Land to a third party on terms more favorable to the third party lessee than the terms set forth in Section 44, then Lessor must re-offer the Expansion Land to Lessee on the same terms and conditions as Landlord, at its election, intends offered to offer the third party buyer ("Lessor's Second Notice"). Lessee shall have five (5) business days from Lessee's receipt of Lessor's Second Notice to elect to lease the Property to a third partyExpansion Land. Tenant If Lessee does not respond in writing accepting all terms and conditions, Lessor shall thereafter be entitled to exercise Tenantlease the Expansion Land to the third party on the terms and conditions set forth in Lessor's Second Notice or on other terms and conditions at least as favorable to Lessor as said terms and conditions in Lessor's Second Notice for a period of 270 days after which Lessee's Right of First Offer to Lease only if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant be in effect for the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerPremises or individual Expansion Land.

Right of First Offer to Lease. Upon If (a) Landlord is then owned by Menlo Equities Development Company IX LLC and Beacon Santa Xxxxx Campus Equity LLC (or another special purpose entity owned and controlled by Menlo Equities Development Company IX LLC and Beacon Santa Xxxxx Campus Equity LLC), (b) Tenant is leasing the expiration entirety of the Leased Premises and the Building E Premises (and the Expansion Premises, if the Building G Lease Term is entered into by Landlord and provided that Tenant has exercised each Extended Term and no Event of Default pursuant to Paragraph 16.1 above or otherwise), (c) Tenant is not then exists in monetary or material non-monetary default under this Lease or the Building E Lease beyond any the applicable notice and cure periodperiods, if any, expressly set forth in such leases, and (d) Landlord, in its sole discretion, acquires (or enters into a binding agreement to acquire) one or more parcels of real property adjacent to the Project, incorporates (or intends to incorporate) such parcel(s) into the Project, and decides that it will construct one or more additional buildings thereon for lease, then Landlord shall notify Tenant that such building(s) will be available for lease ten (10) business days (the “Lease Negotiation Period”) prior to offering such building(s) for lease to third parties and would not solicit or entertain offers from parties other than Tenant during the Lease Negotiation Period. Tenant acknowledges Landlord may choose not acquire such parcel(s), construct such building(s), or incorporate any such building(s) into the Project at any time before, during, or after the Lease Negotiation Period. This right shall be personal to Palo Alto Networks, Inc. and its Permitted Assignee. In the event Landlord and Tenant, each in its sole discretion, reach agreement with respect to the lease of such building(s), then by no later than the end of the Lease Negotiation Period they shall enter into one or more leases reflecting the terms agreed upon during the Lease Negotiation Period. In the event Landlord and Tenant, each in its sole discretion, do not reach agreement with respect to the lease of such Building(s) during the Lease Negotiation Period, Landlord shall then be free to market and lease such building(s) to third parties, and Tenant shall have the same rights as other potential tenants to participate in the marketing process, either directly or through its brokers or agents. Anything in this Lease to the contrary notwithstanding, Tenant shall not have a the right of first offer ("Tenant's Right of First Offer to Lease") to lease the Property upon the same terms and conditions as Landlord, at its election, intends to offer to lease the Property to a third party. Tenant shall be entitled to exercise Tenant's Right its rights under this Paragraph 16.3 during any period that Tenant is in material default under any of First Offer to Lease only if at the terms, covenants or conditions of this Lease, and the time of periods provided for herein shall not be tolled or extended during Tenant’s cure thereof, but the giving of such notice and at the time of the commencement of foregoing shall not be read to prevent Tenant from curing the applicable term no Event of Default shall then exist and only if Landlord elects default 1 If the lease to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and Move, Inc. has not less than three (3) months prior to the expiration of the Lease Termbeen executed as of, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of but is executed within thirty (30) days after, the Effective Date of this Lease, Move, Inc. shall be deemed to elect by unequivocal written notice to Landlord to be an Existing Project Tenant, and its extension and expansion rights set forth in its lease the Property on the same terms and conditions as Landlord intends to offer to a third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereofbe deemed Existing Superior Rights. If Tenant elects the lease to Move, Inc. has not been executed within thirty (30) days after the Effective Date of this Lease, the space listed on Exhibit M as space leased by Move, Inc. will be deemed Available Space and references to lease Move, Inc. will be deemed to be deleted from such exhibit. Building F and Amenities Building and then exercising its rights under this Paragraph 16.3 once the Property, then Landlord shall be free to lease default is cured if such cure is completed within the Property to a third party. Howeverapplicable cure period, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included any, expressly set forth in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offerthis Lease.

Right of First Offer to Lease. Upon the expiration of the Lease Term and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure period, Tenant shall have a right of first offer ("Tenant's the “Right of First Offer”) to lease all or part of any comparable, industrial space within the Project owned by Landlord (as the case may be, the “ROFO Space”) as and when the same becomes available. Provided no Event of Default exists, Landlord shall notify Tenant in writing (the “ROFO Lease Notice”) before marketing the ROFO Space or entering into negotiations for the lease of the ROFO Space with any third party, or upon Lxxxxxxx’s receipt of an offer to lease ROFO Space. Landlord’s notice must reflect the material terms upon which Landlord is willing to lease the ROFO Space, including without limitation, base rent, term, options to extend, rental abatement, and tenant improvement allowance. Tenant will have seven (7) business days after receipt of such notice to respond in writing as to whether or not Tenant elects to lease the ROFO Space upon the terms set forth in the ROFO Lease Notice, without modification or condition. If Tenant elects to lease the ROFO Space, then within thirty (30) days thereafter, Landlord shall prepare an amendment to this Lease and Tenant shall have the right to approve or provide proposed revisions. The parties shall thereafter proceed diligently and in good faith to execute a mutually agreeable amendment to this Lease to add the ROFO Space upon the terms and conditions set forth in the ROFO Lease Notice. Landlord will deliver the ROFO Space in the same condition as required of the original Premises under the Work Letter unless the parties agree otherwise in the amendment. If (i) Tenant elects not to lease, or (ii) Tenant does not exercise its Right of First Offer to Lease"within the seven (7) business day time period specified above, or (iii) Tenant timely elects to lease the Property ROFO Space but the parties do not execute an amendment within thirty (30) days after Tenants’ receipt of the proposed amendment, despite both parties proceeding diligently and in good faith to do so, then Landlord may lease the ROFO Space upon the same terms and conditions as Landlord, at its election, intends in the ROFO Lease Notice. In the event the Landlord elects to offer the ROFO Space upon economics that are materially better from what was offered to lease Tenant, Landlord must first offer the Property ROFO Space to a third partyTenant upon such terms and conditions and in accordance with the requirements of this Section 41. Tenant shall be entitled to exercise Tenant's Once the ROFO Space or any portion thereof becomes available again, Txxxxx’s Right of First Offer to Lease only if at the time of the giving of such notice will apply and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends will be required to offer the ROFO Space to a Tenant pursuant to this Section 41 before leasing such space to any third party; provided prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent (5%) or more as compared to the Base Rent included in the lease that Tenant rejected, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditions, provided that Tenant shall have only fifteen (15) days to accept such offer.

Right of First Offer to Lease. Upon During the expiration of the Lease Term Original Term, and provided that Tenant has exercised each Extended Term and no Event of Default then exists beyond any applicable notice and cure periodExtension Term, Tenant shall have Lessor grants to Lessee a continuing right of first offer to lease (the "Tenant's Right Expansion Right") any portion of First Offer Building One. When Lessor desires to Leaseoffer to lease all or any portion of Building One (the "Expansion Space") to third parties, Lessor shall deliver written notice (the "Offer Notice") to Lessee setting forth the terms upon which Lessor will offer to lease the Property Expansion Space to third parties and offering to lease, the Expansion Space to Lessee upon such terms. Once Lessor has sent the Offer Notice, if Lessee elects to exercise said Expansion Right in accordance with the terms of the Offer Notice, Lessee shall do so by giving Lessor written notice of such election within ten (10) days after receiving the Offer Notice. In the event Lessee rejects the Expansion Space Offer or fails to respond to the Offer Notice within said ten (10) day period, Lessor may, within six (6) months following the date of the Offer Notice, lease the Expansion Space to third parties on "Substantially the Same Terms and Conditions" (defined below) as are set forth in the Offer Notice. As used in this PARAGRAPH 58, "Substantially the Same Terms and Conditions" means that (a) the rent under the third party lease is not less than ninety-five percent (95%) of that set forth in the Offer Notice, (b) the lease terms are no more favorable than set forth in the Offer Notice, (c) the duration and construction allowance are the same as in the Offer Notice, (c) the third party lease does not provide the third party Lessee financing of any costs except to the extent set forth in the Offer Notice, and (e) the commencement of the third party lease is within six (6) months of the Offer Notice. If the third party lease is not on Substantially the Same Terms and Conditions as the Offer, Lessor must again provide Lessee a Refusal Right Notice in accordance with this PARAGRAPH 58. Notwithstanding anything contained therein to the contrary, the duration (including any renewal options) of any lease entered into with such third party will not exceed fifteen (15) years. If Lessee leases the Expansion Space, the lease of the Expansion Space shall be upon the same terms and conditions as Landlordthe Lease, at its electionas modified by the provisions of the Offer Notice. Further, intends in addition to and separate and distinct from the foregoing right of first offer regarding Building One, Lessor hereby grants to Lessee a continuing right of first offer to lease the Property to a third party. Tenant shall be entitled to exercise Tenant's Right of First Offer to Lease only any portion Building Three (if at the time of the giving of such notice and at the time of the commencement of the applicable term no Event of Default shall then exist and only if Landlord elects to lease the Property at the expiration of the Lease Term. Not more than nine (9constructed) months and not less than three (3) months prior to the expiration of the Lease Term, Landlord shall, if applicable, give Tenant written notice of its intent to lease the Property and shall indicate the terms and conditions upon which Landlord intends to lease the Property. Tenant shall thereafter have a period of thirty (30) days to elect by unequivocal written notice to Landlord to lease the Property on the same terms and conditions as Landlord intends the foregoing right of first offer regarding Building One. The Broker identified in the Lease shall be entitled to offer receive a brokerage PAGE 22 Initials _________ FORM STN-6-2/97 commission and Xxxxx Xxxxxx shall be entitled to receive a third party; provided finder's fee in connection with the proper exercise by Lessee of its Expansion Right (and/or similar rights regarding Building Three) under this PARAGRAPH 58, which payments shall be the subject of separate written agreements. If, during the Original Term or any Extension Term, Lessee is in material monetary Breach of the Lease (beyond applicable cure periods), the Expansion Right will terminate. Notwithstanding the foregoing to the contrary, if prior to Tenant's acceptance Landlord shall retain the right to elect not to lease the Property by giving Tenant written notice thereof. If Tenant elects not to lease the Property, then Landlord shall be free to lease the Property to a third party. However, if the Base Rent for such proposed lease is reduced by five percent material monetary Breach (5%beyond applicable cure periods) or more as compared to the Base Rent included Lessee has purchased any building in the lease that Tenant rejectedProject, then Landlord shall again offer Tenant the right to acquire the Property upon the same terms and conditionssuch Expansion Right will not terminate, provided that Tenant shall have only fifteen (15) days to accept but will remain in effect despite such offerBreach.