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

Right of First Offer to Lease. So long as this Lease is in full force and effect and no Event of Default has occurred and is continuing, Landlord hereby grants to Tenant a right of first offer (“ROFO” or “Right of First Offer”) to expand the Demised Premises to include any space in the Building which directly adjoins the Demised Premises (the “Offer Space”) and which becomes Available Offer Space from time to time during the Term, subject to the terms and conditions hereinafter set forth in this Special Stipulation 1. For the purposes of this Special Stipulation 1, the term “directly adjoins” means space which is actually physically contiguous with the Demised Premises without any intervening vacant space. No other space in the Building is subject to the Right of First Offer. (a) The term of the Right of First Offer shall commence on the Lease Date and continue throughout the Term (the “First Offer Period”), unless sooner terminated pursuant to the terms hereof. (b) Subject to the other terms of this Right of First Offer, after any part of the Offer Space has or will “become available” (as defined herein) for leasing by Landlord, Landlord shall not, during the First Offer Period, lease to another tenant the portion of the Offer Space which has become available (the “Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space as set forth herein. (c) Space shall be deemed to “become available” when Landlord desires to lease all or a portion of the Offer Space to a third party who is not then a tenant in the space becoming available. Accordingly, Offer Space will not “become available” if the Offer Space is re-let by the current tenant of the space by renewal, extension or renegotiation. Further, Offer Space will not “become available” if the space is assigned or sublet by the current tenant. (d) Consistent with subsection (b), Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “ROFO Offer”). The ROFO Offer shall contain (i) a description of the Available Offer Space (which description shall include the square footage amount and location of such Available Offer Space) and an attached floor plan that shows the Available Offer Space; (ii) the date on which Landlord expects the Available Offer Space to become available; (iii) the base rent for the Available Offer Space and the amount of allowances, if any, for the Available Offer Space; (iv) the increase in Tenant’s Operating Expense Percentage and (v) the term for the Available Offer Space. If the term for the Available Offer Space, as contained in the ROFO Offer, extends beyond the Term of this Lease, then the Term of this Lease will automatically be extended in the manner hereinafter provided in subsection (e), by virtue of acceptance of the ROFO Offer. Upon receipt of the ROFO Offer, Tenant shall have the right, for a period of five (5) business days after receipt of the ROFO Offer, to exercise the Right of First Offer by giving Landlord written notice (“Acceptance Notice”) that Tenant desires to lease the Available Offer Space at the base rent and upon the other terms and conditions described above as are contained in the ROFO Offer. (e) If, within such five (5) business day period, Tenant exercises the Right of First Offer, then Landlord and Tenant shall amend the Lease to include the Available Offer Space subject to the same terms and conditions as the Lease, as modified by the terms and conditions of the ROFO Offer. If this Lease is guaranteed now or at any time in the future, Tenant simultaneously shall deliver to Landlord an original, signed, and notarized reaffirmation of each Guarantor’s guaranty, in form and substance acceptable to Landlord. If the terms of the ROFO Offer for the Available Offer Space contain options to extend the term of the lease contemplated by the ROFO Offer, Tenant shall have the same options to extend the Term (but such options would not supersede the Renewal Terms (as defined in Special Stipulation 2) and would therefore be exercisable as to the Demised Premises only to the extent that such options in the ROFO Offer would extend the Term beyond the expiration of the Renewal Terms). Tenant shall have the same options to extend the Term (but such options would not supersede the Renewal Terms and would therefore be exercisable as to the Demised Premises only to the extent that such options in the ROFO Offer would extend the Term beyond the expiration of the Renewal Terms). The extension period, between the date which would otherwise have been the original Expiration Date of the then current Term (without exercise of any unexercised Renewal Term) and the expiration of such extended Term is hereinafter referred to as the “ROFO Extension Term”. To the extent that the period of the ROFO Extension Term does not exceed the period of the Renewal Terms, Tenant will automatically and conclusively be deemed to have exercised its right to the Renewal Terms, in accordance with Special Stipulation 2, to the extent necessary (but only to that extent) to cause the Term of this Lease to equal the ROFO Extension Term. Accordingly, in order to achieve such equality of the Term and the ROFO Extension Term, each of the Renewal Term may be divided into periods shorter than five (5) years, thereby creating additional Renewal Terms; provided that the aggregate duration of all Renewal Terms may never exceed ten (10) years. By way of example, assume (i) the Primary Term will expire on October 31, 2018, (ii) Landlord gives a ROFO Offer, after the end of the first Lease Year, containing an Offer for Available Space with a term expiring October 31, 2020, and

Right of First Offer to Lease. So long as Provided (i) Tenant is not in default after any applicable notice and cure period under any of the terms, covenants or conditions of this Lease or of the Phase 2 Lease and (ii) Tenant is in full force 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 effect subject to the terms and no Event conditions set forth hereafter, during the term of Default has occurred and is continuingthis Lease, Landlord hereby grants to Tenant a shall have the one time right of first offer (“ROFO” or “Right of First Offer”) to expand the Demised Premises to include any lease available space in the Building [***](collectively “Right of First Offer Buildings”), which directly adjoins the Demised Premises (the “Offer Space”) and which becomes Available Offer Space from time to time during the Term, subject may become available for lease as provided below. Notwithstanding anything herein to the terms contrary, Tenant’s Right of First Offer set forth herein shall be subject and conditions hereinafter subordinate to all expansion, first offer and similar rights currently set forth in this Special Stipulation 1. For any lease which has been executed as of the purposes date of the execution of this Special Stipulation 1, Second Amendment together with any extensions of the term “directly adjoins” means space which is actually physically contiguous with the Demised Premises without any intervening vacant space. No other space in the Building is subject to the Right of First Offer. (a) The term leases of the Right of First Offer shall commence on the Lease Date and continue throughout the Term (the “First Offer Period”), unless sooner terminated pursuant to the terms hereof. (b) Subject to the other terms of this Right of First Offer, after any part of the Offer Space has or will “become available” (as defined herein) for leasing by Landlord, Buildings that Landlord shall not, during the First Offer Period, lease to another tenant the portion of the Offer Space which has become available (the “Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space as set forth herein. (c) Space shall be deemed to “become available” when Landlord desires to lease all or a portion of the Offer Space to a third party who is not then a tenant in the space becoming available. Accordingly, Offer Space will not “become available” if the Offer Space is re-let by may enter into with the current tenant of the space by renewalsuch buildings or its successors or assigns (collectively, extension or renegotiation. Further, Offer Space will not “become available” if the space is assigned or sublet by the current tenant. (d) Consistent with subsection (b), Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “ROFO OfferSuperior Rights”). The ROFO Offer shall contain (i) a description of [***] In the Available Offer Space (which description shall include the square footage amount and location of such Available Offer Space) and an attached floor plan that shows the Available Offer Space; (ii) the date on which Landlord expects the Available Offer Space to become available; (iii) the base rent for the Available Offer Space and the amount of allowances, if any, for the Available Offer Space; (iv) the increase in Tenant’s Operating Expense Percentage and (v) the term for the Available Offer Space. If the term for the Available Offer Space, as contained in the ROFO Offer, extends beyond the Term of this Lease, then the Term of this Lease will automatically be extended in the manner hereinafter provided in subsection (e), by virtue of acceptance of the ROFO Offer. Upon receipt of the ROFO Offer, Tenant shall have the right, for a period of five (5) business days after receipt of the ROFO Offer, to exercise event the Right of First Offer by giving Landlord written notice Buildings, or any portion thereof (“Acceptance Notice”) that Tenant desires to lease the Available Offer Space at the base rent and upon the other terms and conditions described above as are contained in the ROFO Offer. (e) If, within such five (5) business day period, Tenant exercises total or any portion of the Right of First Offer, then Landlord and Tenant shall amend the Lease to include the Available Offer Space subject to the same terms and conditions as the Lease, as modified by the terms and conditions of the ROFO Offer. If this Lease is guaranteed now or at any time in the future, Tenant simultaneously shall deliver to Landlord an original, signed, and notarized reaffirmation of each Guarantor’s guaranty, in form and substance acceptable to Landlord. If the terms of the ROFO Offer for the Available Offer Space contain options to extend the term of the lease contemplated by the ROFO Offer, Tenant shall have the same options to extend the Term (but such options would not supersede the Renewal Terms (as defined in Special Stipulation 2) and would therefore be exercisable as to the Demised Premises only to the extent that such options in the ROFO Offer would extend the Term beyond the expiration of the Renewal Terms). Tenant shall have the same options to extend the Term (but such options would not supersede the Renewal Terms and would therefore be exercisable as to the Demised Premises only to the extent that such options in the ROFO Offer would extend the Term beyond the expiration of the Renewal Terms). The extension period, between the date which would otherwise have been the original Expiration Date of the then current Term (without exercise of any unexercised Renewal Term) and the expiration of such extended Term Buildings is hereinafter referred to as the “ROFO Extension TermAvailable Space”. To ) is to become available, Landlord is required to offer to Tenant the extent that the period lease of the ROFO Extension Term does not exceed Available Space before offering such space to any other prospective tenant. By written notice to Tenant, Landlord shall offer the period 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 Renewal Termsoffer, Landlord and Tenant will automatically and conclusively be deemed shall use their good faith efforts during the thirty (30) days following Tenant’s receipt of Landlord’s written form of lease amendment to have exercised its right to the Renewal Terms, in accordance with Special Stipulation 2, to the extent necessary (but only to that extent) to cause the Term reach agreement on an amendment of this Lease to equal add the ROFO Extension TermAvailable 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. AccordinglyIf Tenant rejects the offer set forth in Landlord’s written notice, in order or, if the parties are unable, using good faith efforts, to achieve 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 equality terms and conditions as Landlord may elect, provided, however, if Landlord proposes to enter into a Lease of the Term and the ROFO Extension Term, each of the Renewal Term may be divided into periods shorter than five (5) years, thereby creating additional Renewal Terms; provided that the aggregate duration of all Renewal Terms may never exceed ten (10) years. By way of example, assume (i) the Primary Term will expire on October 31, 2018, (ii) Landlord gives a ROFO Offer, after the end of the first Lease Year, containing an Offer for 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 term expiring October 31binding agreement for the Available Space with any other tenant. Notwithstanding anything in the foregoing to the contrary, 2020at Landlord’s option, andand in addition to all of Landlord’s remedies under the Lease, at law or in equity, the Right of First Offer to Lease hereinabove granted to Tenant shall not be deemed to be properly exercised and shall terminate if Tenant has failed to exercise properly this Right of First Offer to Lease in a timely manner in strict accordance with the 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 same, and Tenant shall indemnify, defend and hold Landlord free and harmless against any liability, claim, judgment, or damages with respect thereto, including attorneys’ fees and costs. Tenant shall 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 First Offer to Lease described herein, and Landlord shall indemnify, defend and hold Tenant free and harmless against any liability, claim, judgment or damages with respect thereto including attorneys’ fees and costs.

Right of First Offer to Lease. So long as this the Lease is in full force and ----------------------------- effect and no Event of Default has occurred and is continuingthen continuing and no facts or circumstances then exist which, with the giving of notice or the passage of time, or both, would constitute an Event of Default, Landlord hereby grants to Tenant a right of first offer (“ROFO” or “the "Right of First Offer”") to expand the Demised Premises to include any space in the Building which that directly adjoins the Demised Premises (the “"Offer Space”") and which becomes Available Offer Space from time to time during the Term, subject to the terms and conditions hereinafter set forth in this Special Stipulation 1herein. For the purposes of this Special Stipulation 1, the The term “"directly adjoins” means ", as used in the preceding sentence, shall mean space which is actually physically contiguous with adjoins the Demised Premises. By way of example, the Demised Premises without any intervening vacant space. No other space is to contain approximately 414,504 square feet, located at one end of the Building, leaving approximately 414,504 square feet in the remainder of the Building. A lease by Landlord of approximately 200,000 square feet at the opposite end of the Building is from the Demised Premises (thereby leaving approximately 214,504 square feet of space directly adjoining the Demised Premises) would not be subject to the Right of First OfferOffer and would not constitute Offer Space. (a) Tenant's then current financial condition, as revealed by its most current financial statements (which shall include quarterly and annual financial statements, including income statements, balance sheets, and cash flow statements, as required by Landlord), must demonstrate either that Tenant's net worth is at least equal to its net worth at the time the Lease was signed; or that Tenant otherwise meets financial criteria acceptable to Landlord. (b) The term of the Right of First Offer shall commence on the Lease Commencement Date and continue throughout the initial Term (the “"First Offer Period”"), unless sooner terminated pursuant to the terms hereof. (bc) Subject to the other terms of this Right of First Offer, after any part of the Offer Space has or will “"become available” " (as defined herein) for leasing by Landlord, Landlord shall not, during the term of the Right of First Offer PeriodOffer, lease to another tenant the a third party that available portion of the Offer Space which has become available (the “"Available Offer Space”") without first offering Tenant the right to lease such Available Offer Space as set forth herein. (ci) Space shall be deemed to “"become available” " when Landlord desires to lease all or a portion of the Offer Space to a third party who is not then a tenant in the space becoming available. AccordinglySpace. (ii) Notwithstanding subsection c(i) above, Offer Space will shall not “be deemed to "become available” " if the Offer Space space is (a) assigned or subleased by the current tenant of the space; or (b) re-let by the current tenant of the space by renewal, extension extension, or renegotiation. Furtherrenegotiation (Tenant hereby acknowledging that as of the Lease Date, a tenant currently occupies all of the Offer Space will not “become available” if the space is assigned Space) or sublet by the current tenant(c) leased on a temporary basis for a period of less than twelve (12) months without any right to extend. (d) Consistent with subsection (bc), Landlord shall not lease any such Available Offer Space to another tenant a third party unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “ROFO "Offer”"). The ROFO Offer shall contain (i) a description of the Available Offer Space (which description shall include the square footage amount and location of such Available Offer Space) and an attached floor plan that shows the Available Offer Space; (ii) the date on which Landlord expects the Available Offer Space to become available; (iii) the base rent for the Available Offer Space and the amount of allowances, if any, for the Available Offer Space; (iv) the increase in Tenant’s 's Operating Expense Percentage and as defined in Section 1(j) of the Lease, (v) and the term for the Available Offer Space. If Space (which shall be no less than the term for the Available Offer Space, as contained in the ROFO Offer, extends beyond the Term remainder of this Lease, then the Term of this Lease will automatically be extended then in the manner hereinafter provided in subsection (eeffect), by virtue of acceptance of the ROFO Offer. Upon receipt of the ROFO Offer, Tenant shall have the right, for a period of five (5) business calendar days after receipt of the ROFO Offer, to exercise the Right of First Offer by giving Landlord written notice (“Acceptance Notice”) that Tenant desires to lease the Available Offer Space at the base rent and upon the other special terms and conditions described above as are contained in the ROFO Offer. If the term of the Available Offer Space expires after the Term of the Lease, the Term of the Lease shall be extended to be coterminous with the term of the Available Offer Space and the Annual Base Rent per square foot for the existing Demised Premises during said extension shall be based upon the greater of (i) the base rent per square foot for the Available Offer Space or (ii) the Annual Base Rent per square foot of the Demised Premises for the last year of the Term multiplied by an amount equal to the sum of (a) 100% plus (b) three percent (3%) multiplied by the number of years or partial years of the current Term for which there has not been an escalation of Base Rent. If Tenant has an extension option under this Lease and the Term of this Lease is deemed extended to be coterminous with the expiration date set forth in the Offer, then the applicable extension option shall be deemed exercised for the period of time required to make the Term of this Lease coterminous with the expiration date of the Offer (and any partial extension term then remaining shall be subject to the terms and conditions of Special Stipulation 2 above). (e) If, within such five (5) business day 5)-day period, Tenant exercises the Right of First Offer, then Landlord and Tenant shall amend the Lease to include the Available Offer Space subject to the same terms and conditions as the Lease, as modified by the terms and conditions of the ROFO Offer. If this Lease is guaranteed now or at any time anytime in the future, Tenant simultaneously shall deliver to Landlord an original, signed, and notarized reaffirmation of each Guarantor’s 's personal guaranty, in form and substance acceptable to Landlord. If . (f) If, within such five (5)-day period, Tenant declines or fails to exercise the terms Right of First Offer, Landlord shall then have the ROFO Offer for right to lease the Available Offer Space contain options in portions or in its entirety to extend a third party, unrelated to and unaffiliated with Landlord, at any time without regard to the term restrictions in this Right of First Offer and on whatever terms and conditions Landlord may decide in its sole discretion, provided the lease contemplated by base rent (as adjusted to account for any changes in the ROFO tenant improvement allowance), additional rent and any rent concessions are not substantially more favorable to such tenant than those set forth in the Offer, Tenant shall have without again complying with all the same options to extend provisions of this Right of First Offer. (g) In the Term (but such options would not supersede the Renewal Terms (as defined in Special Stipulation 2) and would therefore be exercisable as to the Demised Premises only to the extent that such options in the ROFO Offer would extend the Term beyond the expiration of the Renewal Terms). Tenant shall have the same options to extend the Term (but such options would not supersede the Renewal Terms and would therefore be exercisable as to the Demised Premises only to the extent that such options in the ROFO Offer would extend the Term beyond the expiration of the Renewal Terms). The extension period, between the date which would otherwise have been the original Expiration Date of the then current Term (without exercise of any unexercised Renewal Term) and the expiration of such extended Term is hereinafter referred to as the “ROFO Extension Term”. To the extent event that the period Available Offer Space is leased to such a third party, this Right of the ROFO Extension Term does not exceed the period of the Renewal TermsFirst Offer shall be subordinate to any extension or renewal options contained in said lease. Further, Tenant will automatically and conclusively be deemed to have exercised its right to the Renewal Terms, in accordance with Special Stipulation 2, to the extent necessary (but only to that extent) to cause the Term of this Lease to equal the ROFO Extension Term. Accordingly, in order to achieve such equality of the Term and the ROFO Extension Term, each of the Renewal Term may be divided into periods shorter than five (5) years, thereby creating additional Renewal Terms; provided that the aggregate duration of all Renewal Terms may never exceed ten (10) years. By way of example, assume (i) the Primary Term will expire on October 31, 2018, (ii) Landlord gives a ROFO Offer, after if at the end of the first term of said third party lease, said third party tenant desires to remain in the Offer Space, Landlord shall be entitled to renew said lease and this Right of First Offer shall be subject and subordinate to said renewal. (h) If Landlord desires to lease the Available Offer Space at a base rent rate substantially less than the base rent rate set forth in the Offer (provided, that if the base rent rate is at least ninety percent (90%) of the base rent rate set forth in the Offer, said base rent rate shall be conclusively deemed to be not substantially less than the base rent set forth in the Offer), or if Landlord desires to materially alter or modify the special terms and conditions of the Offer, if any, Landlord shall be required to present the altered or modified Offer to Tenant pursuant to this Right of First Offer, in the same manner that the original Offer was submitted to Tenant. (i) This Right of First Offer is personal to Saleslink Corporation (and any assignee pursuant to Special Stipulation 10 hereinabove) and shall become null and void upon the occurrence of an assignment (except for an assignment allowed without Landlord's consent pursuant to Special Stipulation 10 hereinabove) of Tenant's interest in the Lease Year, containing an Offer for Available Space with or a term expiring October 31, 2020, andsublet of all or a part of the Demised Premises.

Right of First Offer to Lease. So long as Tenant shall have the right to add to the Premises, upon the terms and conditions set forth in this Lease is in full force Section 27, any part of the space on the fourth floor of Tower 1 of the Building, any part of the space on the seventh through and effect including the twelfth floor of Tower 1 of the Building or any part of the space on the seventh through and no Event including the twelfth floor of Default has occurred Tower 2 of the Building (collectively, the "Additional Space"). Notwithstanding anything herein to the contrary, Tenant's right hereunder to add to the Premises the ninth, tenth, eleventh and is continuingtwelfth floors of Tower 2 and the eighth, ninth, tenth, eleventh and twelfth floors of Tower 1 shall only apply after such spaces become vacant after the initial leasing of such spaces by Landlord hereby grants to Tenant a other tenants and the following provisions governing Tenant's right of first offer (“ROFO” or “Right of First Offer”) with respect to expand the Demised Premises such spaces shall be construed to include any space in the Building which directly adjoins the Demised Premises (the “Offer Space”) and which becomes Available Offer Space from time to time reflect such initial leasing limitation. Whenever during the Term, subject Term Landlord determines to the terms and conditions hereinafter set forth in this Special Stipulation 1. For the purposes of this Special Stipulation 1, the term “directly adjoins” means space which is actually physically contiguous with the Demised Premises without any intervening vacant space. No other space in the Building is subject to the Right of First Offer. (a) The term of the Right of First Offer shall commence on the Lease Date and continue throughout the Term (the “First Offer Period”), unless sooner terminated pursuant to the terms hereof. (b) Subject to the other terms of this Right of First Offer, after lease all or any part of the Offer Additional Space has and receives substantial interest therefor from a prospective tenant or will “become available” tenants (as defined herein) for leasing by Landlord, Landlord the phrase "Available Space" shall not, during the First Offer Period, lease to another tenant the mean that portion of the Offer Additional Space which has become available (is the “Available Offer Space”) without first offering Tenant the right to lease subject of such Available Offer Space as set forth herein. (c) Space shall be deemed to “become available” when Landlord desires to lease all or a portion of the Offer Space to a third party who is not then a tenant in the space becoming available. Accordingly, Offer Space will not “become available” if the Offer Space is re-let by the current tenant of the space by renewal, extension or renegotiation. Further, Offer Space will not “become available” if the space is assigned or sublet by the current tenant. (d) Consistent with subsection (bsubstantial interest), Landlord shall not first offer to lease any such Available Offer Space to another tenant unless and until Landlord has first offered Tenant the Available Offer Space to Tenant Space; and SUCH OFFER SHALL be in writing (the “ROFO Offer”"Offer Notice"). The ROFO Offer Notice shall contain (i) a description of the Available Space that is subject to such Offer Space (which description shall include Notice and the deemed rentable square footage amount and location of such Available Offer Space) and an attached floor plan that shows the Available Offer Space; , (ii) the date on which Landlord expects the Annual Base Rent for such Available Offer Space to become available; and any increases thereto, (iii) the base rent Base Expense Year and the Base Tax Year for such Available Space, (iv) the term of the leasing of the Available Space, (v) the anticipated commencement date of the leasing of such Available Space, (vi) the amount of any contribution by Landlord (vii) the length of any free rent period and (viii) such other terms upon which Landlord intends to offer such Available Space for lease as Landlord may elect to set forth in the Offer Notice. The Offer Notice shall constitute an offer by Landlord to Tenant to lease all of the Available Space that is subject of the Offer Notice upon the terms set forth in the Offer Notice and otherwise on the terms and conditions set forth in this Lease; provided, that if the proposed terms of the leasing of such Available space shall be greater than the then remaining term of this Lease, the amount of any contribution by Landlord and the amount of allowances, if any, for any free rent period shall each be appropriately reduced based on the proportion that the then remaining Term of the Lease bears to the proposed term of the leasing of such Available Offer Space; (iv) the increase in Tenant’s Operating Expense Percentage and (v) the term for the Available Offer Space. If the term for the Available Offer Space, as contained in the ROFO Offer, extends beyond the Term of this Lease, then the Term of this Lease will automatically be extended in the manner hereinafter provided in subsection (e), by virtue of acceptance of the ROFO Offer. Upon receipt of the ROFO Offer, Tenant shall have the right, for a period of five (5) business days after receipt of the ROFO Offer, to exercise the Right of First Offer by giving Landlord written notice (“Acceptance Notice”) that Tenant desires to lease such Available Space upon such terms, then Tenant shall deliver a notice to Landlord (each an "Acceptance Notice") within ten (10) business days following delivery of the Offer Notice together with a confirmation, reasonably satisfactory to Landlord, executed by the guarantor of this Lease which shall confirm that the guaranty shall extend to the leasing of such Available Offer Space at the base rent and upon the other terms and conditions described above as are contained in the ROFO Offer. (e) If, Space. If Tenant shall fail to deliver an Acceptance Notice within such five (5) business day time period, Tenant exercises shall be deemed to have rejected Landlord's offer, and except as otherwise provided for herein, Landlord shall have no further obligations, and Tenant shall have no further right, with respect to the Right Available Space that is the subject to the applicable Offer Notice. Notwithstanding the foregoing, if Tenant shall fail to timely accept an offer contained in an Offer Notice as provided above, and Landlord shall fail to enter into a lease for the Available Space that was the subject of First Offersuch Offer Notice (x) at a net effective rent of at least 90% of the net effective rent set forth in such Offer Notice and (y) otherwise on terms not materially more favorable to the tenant than those contained in such Offer Notice within six (6) months following the delivery of such Offer Notice (it being understood that Landlord shall not have the right to enter into a lease for such Available Space that does not satisfy the conditions in clauses (x) and (y) above unless Landlord shall again comply with the provisions of Section 27), then Landlord and shall be obligated to comply with the provisions of this Section 27 if Landlord subsequently intends to lease such Available Space. If Tenant shall amend properly deliver an Acceptance Notice, then: (i) Tenant shall lease the Lease to include applicable Available Space on the terms set forth in the Offer Notice, except that the term of the leasing of such Available Space shall be coterminous with the Term, and (ii) from and after the commencement date of the leasing of the Available Space as set forth in the Offer Notice, the applicable Available Space shall be deemed to be part of the Premises and subject to the same terms and conditions as the Lease, as modified by all of the terms and conditions of this Lease (except that the ROFO Offerterms of the Acceptance Notice shall supersede any conflicting or inconsistent terms of this Lease except as provided in the first paragraph of this Section 27. If this Lease is guaranteed now or at any time in the future, Tenant simultaneously Landlord shall not deliver to Landlord Tenant vacant possession of any Available Space as to which Tenant delivered an originalAcceptance Notice on or before the date that is three (3) months following the anticipated commencement date of the leasing of such Available Space, signed, then Tenant shall have the right to render null and notarized reaffirmation void such Acceptance Notice by delivery of each Guarantor’s guaranty, in form and substance acceptable notice thereof to Landlord. If Tenant delivers such notice, then unless vacant possession of such Available Space has been delivered to Tenant prior to the terms giving of such notice, such Acceptance Notice shall be null and void and of no further force or effect and neither party shall have any further rights of claims against the other by reason hereof; provided, however, if subsequent to Tenant's Acceptance Notice being rendered null and void Landlord intends to lease such Available Space, Landlord shall be obligated to comply with the provisions of this Section 27. Notwithstanding any of the ROFO Offer for foregoing to the contrary, Landlord shall have no obligation to first offer to lease to Tenant the Available Offer Space contain options to extend the term of the lease contemplated by the ROFO Offer, Tenant shall have the same options to extend the Term (but such options would not supersede the Renewal Terms (as defined in Special Stipulation 2) and would therefore be exercisable as to the Demised Premises only to the extent that such options in the ROFO Offer would extend the Term beyond the expiration of the Renewal Terms). Tenant shall have the same options to extend the Term (but such options would not supersede the Renewal Terms and would therefore be exercisable as to the Demised Premises only to the extent that such options in the ROFO Offer would extend the Term beyond the expiration of the Renewal Terms). The extension period, between the date which would otherwise have been the original Expiration Date of the then current Term (without exercise of any unexercised Renewal Term) and the expiration of such extended Term is hereinafter referred to as the “ROFO Extension Term”. To the extent that the period of the ROFO Extension Term does not exceed the period of the Renewal Terms, Tenant will automatically and conclusively be deemed to have exercised its right to the Renewal Terms, in accordance with Special Stipulation 2this Section 27 if at the time Landlord would have sent to Tenant the Offer Notice, Tenant is then in Default of any of its conditions or obligations under this Lease. If Tenant is so then in Default, Landlord may proceed to lease the extent necessary (but only to that extent) to cause the Term of this Lease to equal the ROFO Extension Term. Accordingly, in order to achieve such equality of the Term and the ROFO Extension Term, each of the Renewal Term may be divided into periods shorter than five (5) years, thereby creating additional Renewal Terms; provided that the aggregate duration of all Renewal Terms may never exceed ten (10) years. By way of example, assume (i) the Primary Term will expire on October 31, 2018, (ii) Landlord gives a ROFO Offer, after the end of the first Lease Year, containing an Offer for Available Space with a term expiring October 31, 2020, andto any third party without Tenant having any prior rights to lease the Available Space.

Right of First Offer to Lease. So long as Provided that Tenant has not theretofore ----------------------------- leased such space, Tenant is not in Default under this Lease and this Lease is in full force and effect from and no Event of Default has occurred after the Commencement Date, Tenant shall have the option for and is continuing, Landlord hereby grants to Tenant a right of first offer (“ROFO” or “Right of First Offer”) to expand the Demised Premises to include any space in the Building which directly adjoins the Demised Premises (the “Offer Space”) and which becomes Available Offer Space from time to time during the TermTerm of this Lease, on and subject to the terms and conditions hereinafter set forth in this Special Stipulation 1. For the purposes of this Special Stipulation 1forth, the term “directly adjoins” means space which is actually physically contiguous with the Demised Premises without any intervening vacant space. No other space in the Building is subject to the Right of First Offer. (a) The term of the Right of First Offer shall commence on the Lease Date and continue throughout the Term (the “First Offer Period”), unless sooner terminated pursuant to the terms hereof. (b) Subject to the other terms of this Right of First Offer, after lease all or any part of the Offer Space has or will “become available” space which is located on floors 1 through 27, both inclusive, and floors 35 through 38, both inclusive, in the Building (as defined herein) for leasing by Landlord, Landlord shall not, during the "First Offer Period, lease to another tenant the portion of the Offer Space which has become available (the “Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space as set forth herein"). (c) Space shall be deemed A. If, at any time and from time to “become available” when Landlord desires to lease all or a portion of the Offer Space to a third party who is not then a tenant in the space becoming available. Accordingly, Offer Space will not “become available” if the Offer Space is re-let by the current tenant of the space by renewal, extension or renegotiation. Further, Offer Space will not “become available” if the space is assigned or sublet by the current tenant. (d) Consistent with subsection (b), Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “ROFO Offer”). The ROFO Offer shall contain (i) a description of the Available Offer Space (which description shall include the square footage amount and location of such Available Offer Space) and an attached floor plan that shows the Available Offer Space; (ii) the date on which Landlord expects the Available Offer Space to become available; (iii) the base rent for the Available Offer Space and the amount of allowances, if any, for the Available Offer Space; (iv) the increase in Tenant’s Operating Expense Percentage and (v) the term for the Available Offer Space. If the term for the Available Offer Space, as contained in the ROFO Offer, extends beyond time during the Term of this Lease, as the same may be extended, any First Offer Space is or will be Available for Lease (as hereinafter defined) then the Term of this Lease will automatically be extended in the manner hereinafter provided in subsection (e)Landlord shall, by virtue of acceptance before leasing such First Offer Space, notify Tenant of the ROFO Offer. Upon receipt of the ROFO Offer, Tenant shall have the right, for a period of five (5) business days after receipt of the ROFO Offer, to exercise the Right location and Rentable Area of First Offer by giving Landlord written notice (“Acceptance Notice”) that Tenant desires Space, a date for commencement of the term with respect to lease such portion of the Available First Offer Space at if leased by Tenant (the base rent and upon the other terms and conditions described above as are contained in the ROFO Offer. (e) If, within such five (5) business day period, Tenant exercises the Right of "First Offer, then Landlord and Tenant shall amend the Lease to include the Available Offer Space subject to the same terms and conditions as the LeaseCommencement Date"), as modified by the terms and conditions of the ROFO Offer. If this Lease is guaranteed now or at any time in the future, Tenant simultaneously shall deliver to Landlord an original, signed, and notarized reaffirmation of each Guarantor’s guaranty, in form and substance acceptable to Landlord. If the terms of the ROFO Offer for the Available Offer Space contain options to extend the term of lease of First Offer Space (if other than the balance of the Term, as described in Section 51C below) and the Market Rental Rate for such space as determined by Landlord for a term commencing on the First Offer Space Commencement Date. Landlord may use the form of notice set forth on Exhibit O or a similar form provided such form contains all the information set forth in Exhibit O. The First Offer Space Commencement Date shall be no earlier than 120 days after the date of the First Offer Notice, and not later than fifteen (15) months after the date of the First Offer Notice Tenant may not lease contemplated by any Expansion Space as First Offer Space when it would be also be available as Expansion Space, unless Landlord otherwise agrees. B. If Tenant disputes Landlord's determination of the ROFO Offer, Market Rental Rate Tenant shall have so notify Landlord as provided in Section 43 hereof and such dispute shall be determined in accordance with the same options to extend the Term (but such options would not supersede the Renewal Terms (as defined in Special Stipulation 2) and would therefore be exercisable as to the Demised Premises only to the extent that such options in the ROFO Offer would extend the Term beyond the expiration provisions of the Renewal Terms)Section 43C hereof. Tenant shall have the same options right to extend lease all, but not less than all, the Term First Offer Space described in the First Offer Notice. Tenant's rights under this Section 51 to lease First Offer Space shall not apply to any First Offer Space whose First Offer Space Commencement Date would fall during the last year of the Term, as extended. Tenant may, within twenty (20) business days after its receipt of the First Offer Space Notice, elect to exercise its option to lease such First Offer Space Available for Lease included in the First Offer Space Notice, as of the First Offer Space Commencement Date and on the terms set forth in the First Offer Space Notice or other terms agreed to by Tenant and Landlord, or otherwise set forth in this Section. C. First Offer Space shall be "Available for Lease" upon: (i) the expiration of one tenant's Building Lease (as hereinafter defined) of such portion of the First Offer Space, if such portion of the First Offer Space is not then subject to a right or option to lease such space granted in another Building Lease; or (ii) if such portion of the First Offer Space is subject to a right or option granted in another Building Lease (whether or not theretofore exercised), but such options First Offer Space shall be deemed Available for Lease only for a term which expires on the date possession would not supersede the Renewal Terms and would therefore be exercisable as required to be delivered to the Demised Premises only tenant holding such option or right. (iii) if such portion of the First Offer Space is subject to a right or option granted in another Building Lease, which right or option is not exercised, upon the extent that later to occur of (1) the expiration of such options in the ROFO Offer would extend the Term beyond right or option unexercised and (2) the expiration of the Renewal Terms). The extension period, between the date which would otherwise have been the original Expiration Date Building Lease; or (iv) if such portion of the then current Term (without exercise of any unexercised Renewal Term) and First Offer Space is subject to a right or option granted in another Building Lease, which option is exercised, the expiration of the term of such extended Term is hereinafter referred to as other Building Lease or any later date on which the “ROFO Extension Term”. To the extent that the period term of the ROFO Extension Term does not exceed the period demise of such portion of the Renewal Terms, Tenant will automatically First Offer Space created by the exercise of such right or option (including any renewals or extensions thereof) expires; and (v) the First Offer Space becoming vacant and conclusively be deemed there being no Building Leases for such space or legal rights to have exercised its right to possession held by persons other than Landlord; or (vi) circumstances described in Section 51E(iv). D. The term "Building Lease" shall mean a lease of any space in the Renewal Terms, Building in accordance with Special Stipulation 2, to effect on the extent necessary (but only to that extent) to cause the Term Commencement Date of this Lease is executed by Landlord and Tenant, any lease in the Building created by exercise of an option granted in a Building Lease, or any lease of space in the Building entered into after Tenant failed to equal the ROFO Extension Term. Accordingly, in order exercise its option to achieve lease such equality of the Term and the ROFO Extension Term, each of the Renewal Term may be divided into periods shorter than five (5) years, thereby creating additional Renewal Terms; provided that the aggregate duration of all Renewal Terms may never exceed ten (10) years. By way of example, assume (i) the Primary Term will expire on October 31, 2018, (ii) Landlord gives a ROFO Offer, after the end of the first Lease Year, containing an Offer for Available Space with a term expiring October 31, 2020, andspace under this Section.

Right of First Offer to Lease. So long as Sections 32 and 33 of the Original Lease are hereby deleted in their entirety and replaced with this Lease is in full force and effect and Section 5. (a) Provided that no Event of Default default has occurred and is continuingthen continuing beyond any applicable notice and cure period, Landlord hereby grants to Tenant a shall have the continuing right of first offer to lease (“ROFO” or the “Right of First OfferOffer to Lease”) to expand (i) the Demised Premises to include any space located in Suite 3350, (ii) space on the 32nd floor, and (iii) space on the 35th floor of the Building which directly adjoins the Demised Premises (individually and collectively, the “Offer Space”) and which becomes Available Offer Space from time to time during the Term, subject to the terms and conditions hereinafter set forth in this Special Stipulation 1. For the purposes of this Special Stipulation 1, the term “directly adjoins” means space which is actually physically contiguous with the Demised Premises without any intervening vacant space. No other space in the Building is subject to the Right of First Offer. (a) The term of the Right of First Offer shall commence on the Lease Date and continue throughout the Term (the “First Offer Period”), unless sooner terminated pursuant to the terms hereof. (b) Subject to the other terms of this The Right of First Offer, after Offer to Lease shall be subject to any part of the Offer Space has or will becoming available for lease by Tenant. Offer Space shall be deemed “become availableavailable for lease” (as defined herein) when the existing lease for leasing by Landlord, Landlord shall not, during the First Offer Period, lease to another tenant the any portion of the Offer Space which expires, subject to any express renewal rights existing as of the Effective Date hereof contained in such existing lease, or is earlier terminated. Notwithstanding the foregoing, however, the Offer Space located on the 32nd and 35th floors are further subordinate to the existing rights identified on Exhibit A attached hereto and will be deemed available for lease only after the applicable tenant has become available (waived such superior right or the “Available time period for such superior right has expired. A floor plan of each Offer Space and the superior rights, as well the expiration dates of the leases currently pertaining to the Offer Space, is attached hereto as Exhibit “A”) without first offering Tenant the right to lease such Available Offer Space as set forth herein. (c) Space The Right of First Offer to Lease shall be deemed effective upon Landlord’s submittal of a proposal (a “Serious Prospect”) to “become available” when Landlord desires another tenant or prospective tenant to lease all or a portion any of the Offer Space to a third party who is not then a tenant in the space becoming available. Accordingly, Offer Space will not “become available” if the Offer Space is re-let by the current tenant of the space by renewal, extension or renegotiation. Further, Offer Space will not “become available” if the space is assigned or sublet by the current tenantSpace. (d) Consistent with subsection (b), Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to will notify Tenant in writing (the “ROFO OfferOffer Notification”). The ROFO Offer shall contain (i) a description of the Available Offer Space (which description shall include material economic terms of the square footage amount and location of such Available Offer Space) and an attached floor plan that shows the Available Offer Space; (ii) Serious Prospect, as well as the date on which Landlord expects the Available such Offer Space will become available for delivery to become available; Tenant (iii) the base rent for the Available “Offer Space Commencement Date”) and Tenant must indicate its intention to lease the amount of allowances, if any, for the Available Offer Space; Space by giving notice in writing to Landlord within seven (iv) the increase in Tenant’s Operating Expense Percentage and (v) the term for the Available Offer Space. If the term for the Available Offer Space, as contained in the ROFO Offer, extends beyond the Term of this Lease, then the Term of this Lease will automatically be extended in the manner hereinafter provided in subsection (e), by virtue of acceptance of the ROFO Offer. Upon receipt of the ROFO Offer, Tenant shall have the right, for a period of five (57) business days after receipt of the ROFO Offersuch Offer Notification, to exercise failing which the Right of First Offer by giving to Lease shall become null and void and Landlord written notice (“Acceptance Notice”) that Tenant desires will have the right to lease the Available such Offer Space at to the base rent and upon Serious Prospect in question on the other terms and conditions described above as are contained set forth in the ROFO Offer. Offer Notification within twelve (e12) Ifmonths after Tenant has rejected, within or deemed to have rejected such five Right of First Offer to Lease. If more than twelve (512) business day periodmonths have passed after Tenant rejected, or is deemed to have rejected, such Right of First Offer to Lease, Landlord shall be obligated to provide an Offer Notification as to such Offer Space. In addition to the foregoing Offer Notification of a Serious Prospect, and with respect to the Suite 3350 only, Landlord shall first send Tenant exercises an Offer Notification when said Suite 3350 becomes available for lease, regardless of whether Landlord has a received a Serious Prospect. Tenant shall have ten (10) days after receipt of such Suite 3350 Offer Notice to notify Landlord of its intention to lease such Suite 3350 Offer Space. If Tenant rejects or is deemed to have rejected the Right of First OfferOffer to Lease as it pertains to Suite 3350 when said Suite 3350 first becomes available for lease, then Landlord the preceding paragraph in this subsection (d) shall govern and Tenant shall amend the Lease to include the Available control future Offer Space subject to the same terms and conditions as the Lease, as modified Notifications sent by the terms and conditions of the ROFO Offer. If this Lease is guaranteed now or at any time in the future, Tenant simultaneously shall deliver to Landlord an original, signed, and notarized reaffirmation of each Guarantor’s guaranty, in form and substance acceptable to Landlord. If the terms of the ROFO Offer for the Available Offer Space contain options to extend the term of the lease contemplated by the ROFO Offer, Tenant shall have the same options to extend the Term (but such options would not supersede the Renewal Terms (as defined in Special Stipulation 2) and would therefore be exercisable as to the Demised Premises only to the extent that such options in the ROFO Offer would extend the Term beyond the expiration of the Renewal Terms). Tenant shall have the same options to extend the Term (but such options would not supersede the Renewal Terms and would therefore be exercisable as to the Demised Premises only to the extent that such options in the ROFO Offer would extend the Term beyond the expiration of the Renewal Terms). The extension period, between the date which would otherwise have been the original Expiration Date of the then current Term (without exercise of any unexercised Renewal Term) and the expiration of such extended Term is hereinafter referred to as the “ROFO Extension Term”. To the extent that the period of the ROFO Extension Term does not exceed the period of the Renewal Terms, Tenant will automatically and conclusively be deemed to have exercised its right to the Renewal Terms, in accordance with Special Stipulation 2, to the extent necessary (but only to that extent) to cause the Term of this Lease to equal the ROFO Extension Term. Accordingly, in order to achieve such equality of the Term and the ROFO Extension Term, each of the Renewal Term may be divided into periods shorter than five (5) years, thereby creating additional Renewal Terms; provided that the aggregate duration of all Renewal Terms may never exceed ten (10) years. By way of example, assume (i) the Primary Term will expire on October 31, 2018, (ii) Landlord gives a ROFO Offer, after the end of the first Lease Year, containing an Offer for Available Space with a term expiring October 31, 2020, and.

Right of First Offer to Lease. So long 22.2.1 Subject to the provisions of this Section 22.2, from and after the Rent Commencement Date, and provided that as this of the date of the ROFO Notice (hereinafter defined) (i) there are at least three (3) years left in the Lease Term (or if any extension options remain, Tenant is willing to (and does) issue an irrevocable early exercise of its option to extend under Section 2.2 hereof within ten (10) days of Tenant’s receipt of the ROFO Notice (in full force and effect and which event the process for determining Base Rent during such Extension Term shall be timed to occur as if Tenant delivered its notice of extension 12 months before the end of the then-current term)), (ii) there has been no Event of Default has occurred nor an event which, with the passage of time and/or the giving of notice would constitute an Event of Default hereunder (it being understood that if Tenant cures a default prior to the expiration of any applicable grace period, Tenant shall then be entitled to exercise its rights under this Section 22.2, so long as the condition in subsection (iii) hereafter is met), and is continuing(iii) Tenant (or an Affiliate pursuant to a Transfer permitted by this Lease) leases not less than one hundred percent (100%) of the Premises, Landlord hereby grants to Tenant shall have a right of first offer (“ROFO” or “Right of First Offer”) to expand the Demised Premises to include any space lease all other rentable areas in the Building which directly adjoins the Demised Premises (the “Offer ROFO Space”) if, as and when the same shall become available for lease (which becomes Available Offer Space from right shall be a one-time right with respect to time during the Termeach block of space), subject to upon the terms and conditions hereinafter set forth specified in the ROFO Notice. Tenant’s right of first offer under this Section 22.2 is further subject to all currently-existing extension rights and/or expansion rights of tenants of the Project, if any. It is understood and agreed that Base Rent for the ROFO Space shall be the greater of (A) then-current Base Rent for the Premises, per rentable square foot, and (B) fair market rent. 22.2.2 After Landlord determines, in its reasonable judgment, that any of the ROFO Space is available for lease and all of the preconditions to the right of first offer granted to Tenant in this Special Stipulation 1. For the purposes of this Special Stipulation 1, the term “directly adjoins” means space which is actually physically contiguous with the Demised Premises without any intervening vacant space. No other space in the Building is subject to the Right of First Offer. (a) The term of the Right of First Offer shall commence on the Lease Date and continue throughout the Term (the “First Offer Period”), unless sooner terminated pursuant to the terms hereof. (b) Subject to the other terms of this Right of First Offer, after any part of the Offer Space has or will “become available” (as defined herein) for leasing by LandlordSection 22.2 have been met, Landlord shall not, during deliver to Tenant a written notice offering to lease the First Offer Period, lease to another tenant the portion of the Offer applicable ROFO Space which has become available (the “Available Offer Space”) without first offering to Tenant upon the right to lease such Available Offer Space as terms and conditions set forth herein. (c) Space shall be deemed to “become available” when Landlord desires to lease all or a portion of the Offer Space to a third party who is not then a tenant in the space becoming available. Accordingly, Offer Space will not “become available” if the Offer Space is re-let by the current tenant of the space by renewal, extension or renegotiation. Further, Offer Space will not “become available” if the space is assigned or sublet by the current tenant. (d) Consistent with subsection (b), Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing therein (the “ROFO OfferNotice”). The ROFO Offer shall contain (i) a description of the Available Offer Space (which description shall include the square footage amount and location of such Available Offer Space) and an attached floor plan that shows the Available Offer Space; (ii) the date on which Landlord expects the Available Offer Space to become available; (iii) the base rent for the Available Offer Space and the amount of allowances, if any, for the Available Offer Space; (iv) the increase in Tenant’s Operating Expense Percentage and (v) the term for the Available Offer Space. If the term for the Available Offer Space, as contained in the ROFO Offer, extends beyond the Term of this Lease, Tenant then the Term of this Lease will automatically be extended in the manner hereinafter provided in subsection (e), by virtue of acceptance of the ROFO Offer. Upon receipt of the ROFO Offer, Tenant shall have the right, for a period of five (5) business days after receipt of the ROFO Offer, Notice to notify Landlord in writing whether Tenant will exercise the Right of First Offer by giving Landlord written notice (“Acceptance Notice”) that Tenant desires its right to lease the Available Offer Space at the base rent and upon the other terms and conditions described above as are contained in the ROFO Offer. (e) If, within such five (5) business day period, Tenant exercises the Right of First Offer, then Landlord and Tenant shall amend the Lease to include the Available Offer Space subject to the same terms and conditions as the Lease, as modified by the terms and conditions of the ROFO OfferNotice. If this Lease is guaranteed now or at any time in the future, Tenant simultaneously shall deliver to Landlord an original, signed, and notarized reaffirmation of each Guarantor’s guaranty, in form and substance acceptable to Landlord. If the terms of the ROFO Offer for the Available Offer Space contain options to extend the term of the lease contemplated by the ROFO Offer, Tenant shall have the same options to extend the Term (but such options would not supersede the Renewal Terms (as defined in Special Stipulation 2) and would therefore be exercisable as to the Demised Premises only to the extent that such options in the ROFO Offer would extend the Term beyond the expiration of the Renewal Terms). Tenant shall have the same options to extend the Term (but such options would not supersede the Renewal Terms and would therefore be exercisable as to the Demised Premises only to the extent that such options in the ROFO Offer would extend the Term beyond the expiration of the Renewal Terms). The extension period, between the date which would otherwise have been the original Expiration Date of the then current Term (without exercise of any unexercised Renewal Term) and the expiration of such extended Term is hereinafter referred to as the “ROFO Extension Term”. To the extent that the period of the ROFO Extension Term does not exceed the period of the Renewal Terms, Tenant will automatically and conclusively be deemed to have exercised its right to the Renewal Terms, in accordance with Special Stipulation 2, to the extent necessary (but only to that extent) to cause the Term of this Lease to equal the ROFO Extension Term. Accordingly, in order to achieve such equality of the Term and the ROFO Extension Term, each of the Renewal Term may be divided into periods shorter than five (5) years, thereby creating additional Renewal Terms; provided that the aggregate duration of all Renewal Terms may never exceed ten (10) years. By way of example, assume (i) the Primary Term will expire on October 31, 2018, (ii) Landlord gives a ROFO Offer, after the end of the first Lease Year, containing an Offer for Available Space with a term expiring October 31, 2020, andfails to

Right of First Offer to Lease. So long as this the Lease is in full force and effect and no Event of Default has occurred and is continuingthen continuing and no facts or circumstances then exist which, with the giving of notice or the passage of time, or both, would constitute an Event of Default, Landlord hereby grants to Tenant a right of first offer (“ROFO” or “the "Right of First Offer”") to expand the Demised Premises to include any space in that 7,200 square foot area labeled as the Building which directly adjoins the Demised Premises "ROFO Premises" on Exhibit A attached hereto (the “"Offer Space”") and which becomes Available Offer Space from time to time during the Term, subject to the terms and conditions hereinafter set forth in this Special Stipulation 1. For the purposes of this Special Stipulation 1, the term “directly adjoins” means space which is actually physically contiguous with the Demised Premises without any intervening vacant space. No other space in the Building is subject to the Right of First Offerherein. (a) Tenant's then current financial condition, as revealed by its most current financial statements (which shall include quarterly and annual financial statements, including income statements, balance sheets, and cash flow statements, as required by Landlord), must demonstrate either that Tenant's net worth is at least equal to its net worth at the time the Lease was signed; or that Tenant otherwise meets financial criteria acceptable to Landlord. (b) The term of the Right of First Offer shall commence on the Lease Commencement Date and continue throughout shall expire on the one hundred eightieth (180/th/) day prior to the expiration of the initial Term (the “"First Offer Period”"), unless sooner terminated pursuant to the terms hereof. (bc) Subject to the other terms of this Right of First Offer, after any part of the Offer Space has or will “"become available” " (as defined herein) for leasing by Landlord, Landlord shall not, during the term of the Right of First Offer PeriodOffer, lease to another tenant the that available portion of the Offer Space which has become available (the “"Available Offer Space”") without first offering Tenant the right to lease such Available Offer Space as set forth herein. (cI) Space shall be deemed to “"become available” " when Landlord desires to lease all or a portion of the Offer Space to a third party who is not then a tenant in the space becoming available. AccordinglySpace. (II) Notwithstanding subsection c(i) above, Offer Space will shall not “be deemed to "become available” " if the Offer Space space is (a) assigned or subleased by the current tenant of the space; or (b) re-let by the current tenant of the space by renewal, extension extension, or renegotiation. Further, Offer Space will not “become available” if the space is assigned renegotiation or sublet by the current tenant(c) leased on a temporary basis for a period of less than twelve (12) months without any right to extend. (d) Consistent with subsection (bc), Landlord shall not lease least any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “ROFO "Offer”"). The ROFO Offer shall contain (i) a description of the Available Offer Space (which description shall include the square footage amount and location of such Available Offer Space) and an attached floor plan that shows the Available Offer Space; (ii) the date on which Landlord expects the Available Offer Space to become available; (iii) the base rent for the Available Offer Space and the amount of allowances, if any, for the Available Offer Space; (iv) the increase in Tenant’s Operating Expense Percentage and (v) the term for the Available Offer Space. If the term for the Available Offer Space, as contained in the ROFO Offer, extends beyond the Term of this Lease, then the Term of this Lease will automatically be extended in the manner hereinafter provided in subsection (e), by virtue of acceptance of the ROFO Offer. Upon receipt of the ROFO Offer, Tenant shall have the right, for a period of five (5) business days after receipt of the ROFO Offer, to exercise the Right of First Offer by giving Landlord written notice (“Acceptance Notice”) that Tenant desires to lease the Available Offer Space at the base rent and upon the other terms and conditions described above as are contained in the ROFO Offer. (e) If, within such five (5) business day period, Tenant exercises the Right of First Offer, then Landlord and Tenant shall amend the Lease to include the Available Offer Space subject to the same terms and conditions as the Lease, as modified by the terms and conditions of the ROFO Offer. If this Lease is guaranteed now or at any time in the future, Tenant simultaneously shall deliver to Landlord an original, signed, and notarized reaffirmation of each Guarantor’s guaranty, in form and substance acceptable to Landlord. If the terms of the ROFO Offer for the Available Offer Space contain options to extend the term of the lease contemplated by the ROFO Offer, Tenant shall have the same options to extend the Term (but such options would not supersede the Renewal Terms (as defined in Special Stipulation 2) and would therefore be exercisable as to the Demised Premises only to the extent that such options in the ROFO Offer would extend the Term beyond the expiration of the Renewal Terms). Tenant shall have the same options to extend the Term (but such options would not supersede the Renewal Terms and would therefore be exercisable as to the Demised Premises only to the extent that such options in the ROFO Offer would extend the Term beyond the expiration of the Renewal Terms). The extension period, between the date which would otherwise have been the original Expiration Date of the then current Term (without exercise of any unexercised Renewal Term) and the expiration of such extended Term is hereinafter referred to as the “ROFO Extension Term”. To the extent that the period of the ROFO Extension Term does not exceed the period of the Renewal Terms, Tenant will automatically and conclusively be deemed to have exercised its right to the Renewal Terms, in accordance with Special Stipulation 2, to the extent necessary (but only to that extent) to cause the Term of this Lease to equal the ROFO Extension Term. Accordingly, in order to achieve such equality of the Term and the ROFO Extension Term, each of the Renewal Term may be divided into periods shorter than five (5) years, thereby creating additional Renewal Terms; provided that the aggregate duration of all Renewal Terms may never exceed ten (10) years. By way of example, assume (i) the Primary Term will expire on October 31, 2018, (ii) Landlord gives a ROFO Offer, after the end of the first Lease Year, containing an Offer for Available Space with a term expiring October 31, 2020, andthe

Right of First Offer to Lease. So long as this Lease is in full force During the Original Term, and effect and no Event of Default has occurred and is continuingany Extension Term, Landlord hereby Lessor grants to Tenant Lessee a continuing right of first offer (“ROFO” or “Right of First Offer”) to expand the Demised Premises to include any space in the Building which directly adjoins the Demised Premises lease (the “Offer Space”"Expansion Right") and which becomes Available Offer Space from time to time during the Term, subject to the terms and conditions hereinafter set forth in this Special Stipulation 1. For the purposes of this Special Stipulation 1, the term “directly adjoins” means space which is actually physically contiguous with the Demised Premises without any intervening vacant space. No other space in the Building is subject to the Right of First Offer. (a) The term of the Right of First Offer shall commence on the Lease Date and continue throughout the Term (the “First Offer Period”), unless sooner terminated pursuant to the terms hereof. (b) Subject to the other terms of this Right of First Offer, after any part of the Offer Space has or will “become available” (as defined herein) for leasing by Landlord, Landlord shall not, during the First Offer Period, lease to another tenant the portion of the Offer Space which has become available (the “Available Offer Space”) without first offering Tenant the right Building One. When Lessor desires to lease such Available Offer Space as set forth herein. (c) Space shall be deemed to “become available” when Landlord desires offer to lease all or a 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 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 a 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 who lease is not then a tenant less than ninety-five percent (95%) of that set forth in the space becoming available. AccordinglyOffer Notice, Offer Space will not “become available” if (b) the lease terms are no more favorable than set forth in the Offer Space is re-let by Notice, (c) the current tenant 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 space by renewal, extension or renegotiation. Further, Offer Space will not “become available” if the space third party lease is assigned or sublet by the current tenant. within six (d6) Consistent with subsection (b), Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “ROFO Offer”). The ROFO Offer shall contain (i) a description months of the Available Offer Space (which description shall include the square footage amount and location of such Available Offer Space) and an attached floor plan that shows the Available Offer Space; (ii) the date on which Landlord expects the Available Offer Space to become available; (iii) the base rent for the Available Offer Space and the amount of allowances, if any, for the Available Offer Space; (iv) the increase in Tenant’s Operating Expense Percentage and (v) the term for the Available Offer SpaceNotice. If the term for third party lease is not on Substantially the Available Offer 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, as contained in the ROFO Offer, extends beyond the Term of this Lease, then the Term of this Lease will automatically be extended in the manner hereinafter provided in subsection (e), by virtue of acceptance lease of the ROFO Offer. Upon receipt of the ROFO Offer, Tenant Expansion Space shall have the right, for a period of five (5) business days after receipt of the ROFO Offer, to exercise the Right of First Offer by giving Landlord written notice (“Acceptance Notice”) that Tenant desires to lease the Available Offer Space at the base rent and be upon the other terms and conditions described above as are contained in the ROFO Offer. (e) If, within such five (5) business day period, Tenant exercises the Right of First Offer, then Landlord and Tenant shall amend the Lease to include the Available Offer Space subject to the same terms and conditions as the Lease, as modified by the provisions of the Offer Notice. Further, 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 any portion Building Three (if constructed) on the same terms and conditions as the foregoing right of the ROFO Offerfirst offer regarding Building One. If this Lease is guaranteed now or at any time The Broker identified in the futureLease shall be entitled to receive a brokerage PAGE 22 Initials _________ FORM STN-6-2/97 commission and Xxxxx Xxxxxx shall be entitled to receive a 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, Tenant simultaneously which payments shall deliver to Landlord an originalbe the subject of separate written agreements. If, signed, and notarized reaffirmation of each Guarantor’s guaranty, in form and substance acceptable to Landlord. If during the terms of the ROFO Offer for the Available Offer Space contain options to extend the term of the lease contemplated by the ROFO Offer, Tenant shall have the same options to extend the Original Term (but such options would not supersede the Renewal Terms (as defined in Special Stipulation 2) and would therefore be exercisable as to the Demised Premises only to the extent that such options in the ROFO Offer would extend the Term beyond the expiration of the Renewal Terms). Tenant shall have the same options to extend the Term (but such options would not supersede the Renewal Terms and would therefore be exercisable as to the Demised Premises only to the extent that such options in the ROFO Offer would extend the Term beyond the expiration of the Renewal Terms). The extension period, between the date which would otherwise have been the original Expiration Date of the then current Term (without exercise of or any unexercised Renewal Term) and the expiration of such extended Term is hereinafter referred to as the “ROFO Extension Term”. To the extent that the period of the ROFO Extension Term does not exceed the period of the Renewal Terms, Tenant will automatically and conclusively be deemed to have exercised its right to the Renewal Terms, in accordance with Special Stipulation 2, to the extent necessary (but only to that extent) to cause the Term of this Lease to equal the ROFO Extension Term. Accordingly, in order to achieve such equality of the Term and the ROFO Extension Term, each Lessee is in material monetary Breach of the Renewal Term may be divided into periods shorter than five Lease (5beyond applicable cure periods), the Expansion Right will terminate. Notwithstanding the foregoing to the contrary, if prior to such material monetary Breach (beyond applicable cure periods) yearsLessee has purchased any building in the Project, thereby creating additional Renewal Terms; provided that the aggregate duration of all Renewal Terms may never exceed ten (10) years. By way of examplesuch Expansion Right will not terminate, assume (i) the Primary Term but will expire on October 31, 2018, (ii) Landlord gives a ROFO Offer, after the end of the first Lease Year, containing an Offer for Available Space with a term expiring October 31, 2020, andremain in effect despite such Breach.

Right of First Offer to Lease. So long as this After the original Lease is in full force and effect and no Event up of Default has occurred and is continuingthe Project, Landlord hereby grants to Tenant a shall have the right of first offer (“ROFO” or “Right of First Offer”) to expand lease the Demised approximately 12,500 square foot space contiguous to the Premises to include any space in the Building which directly adjoins the Demised Premises as depicted on Exhibits A and C attached hereto (the “Offer Expansion Space”) and which as it becomes Available Offer Space from time to time available during the Term, subject to the terms and conditions hereinafter set forth in this Special Stipulation 1. For the purposes of this Special Stipulation 1, the term “directly adjoins” means space which is actually physically contiguous with the Demised Premises without any intervening vacant space. No other space in the Building is subject to the Right of First Offer. (a) The term of the Right Lease. Landlord shall provide Tenant with written notice of First Offer the availability of the Expansion Space, and Tenant shall commence on the Lease Date and continue throughout the Term have ten (the “First Offer Period”), unless sooner terminated pursuant 10) days from receipt of Landlord’s availability notice within which to the terms hereof. (b) Subject forward written notice to the other terms Landlord of this Right of First Offer, after any Tenant’s irrevocable intent to lease that part of the Offer Expansion Space has or will “become available” (as defined herein) for leasing by described in Landlord, Landlord shall not, during ’s availability notice with a term commencing no later than the First Offer Period, lease to another tenant the portion earlier of the Offer Space which has become available (the “Available Offer Space”) without first offering Tenant the right to lease such Available Offer Space as set forth herein. (c) Space shall be deemed to “become available” when Landlord desires to lease all or a portion of the Offer Space to a third party who is not then a tenant in the space becoming available. Accordingly, Offer Space will not “become available” if the Offer Space is re-let by the current tenant of the space by renewal, extension or renegotiation. Further, Offer Space will not “become available” if the space is assigned or sublet by the current tenant. (d) Consistent with subsection (b), Landlord shall not lease any such Available Offer Space to another tenant unless and until Landlord has first offered the Available Offer Space to Tenant in writing (the “ROFO Offer”). The ROFO Offer shall contain (i) a description thirty (30) days following the date of the Available Offer Space (which description shall include the square footage amount and location of such Available Offer Space) and an attached floor plan that shows the Available Offer Space; Tenant’s notice, or (ii) the date on which Landlord expects the Available Offer Expansion Space to become actually becomes available; (iii) the base rent for the Available Offer Space , and the amount of allowances, if any, for the Available Offer Space; (iv) the increase in Tenant’s Operating Expense Percentage and (v) expiring coterminous with the term for the Available Offer Space. If the term for the Available Offer Space, as contained in the ROFO Offer, extends beyond the Term of this Lease, then the Term of this Lease will automatically be extended (except in the manner hereinafter provided in subsection last thirty-six (e), by virtue of acceptance 36) months of the ROFO OfferInitial Term as provided below). Upon receipt of In the ROFO Offer, event that Tenant shall have the right, for a period of five (5) business days after receipt of the ROFO Offer, fails to exercise its rights described herein, Tenant’s rights shall be null and void as to the occupancy included in Landlord’s notice, but the first offer to Lease set forth herein shall again be effective after the space is re-leased and then vacated. In the event that Tenant’s notice of its election to exercise its Right of First Offer by giving Landlord written notice (“Acceptance Notice”) that Tenant desires to lease the Available Offer Space at the base rent and upon the other terms and conditions described above as are contained is exercised in the ROFO Offer. last thirty-six (e36) If, within such five months of the Lease Term (5as extended pursuant to Section 4.(b) business day period, Tenant exercises the Right of First Offerherein), then Landlord and Tenant Tenant’s notice shall amend the Lease also include Tenant’s notice of its election to include the Available Offer Space subject to the same terms and conditions as the Lease, as modified by the terms and conditions of the ROFO Offer. If this Lease is guaranteed now exercise either its first or at any time second Option set forth in the future, Tenant simultaneously shall deliver to Landlord an original, signed, and notarized reaffirmation of each Guarantor’s guaranty, in form and substance acceptable to Landlord. If the terms of the ROFO Offer for the Available Offer Space contain options to extend the term of the lease contemplated by the ROFO Offer, Tenant shall have the same options to extend the Term (but such options would not supersede the Renewal Terms (as defined in Special Stipulation 2) and would therefore be exercisable as to the Demised Premises only to the extent that such options in the ROFO Offer would extend the Term beyond the expiration of the Renewal TermsSection 4.(b). Tenant shall have the same options to extend the Term (but such options would not supersede the Renewal Terms and would therefore be exercisable as to the Demised Premises only to the extent that such options in the ROFO Offer would extend the Term beyond the expiration of the Renewal Terms). The extension period, between the date which would otherwise have been the original Expiration Date of the then current Term (without exercise of any unexercised Renewal Term) and the expiration of such extended Term is hereinafter referred to as the “ROFO Extension Term”. To the extent that the period of the ROFO Extension Term does not exceed the period of the Renewal Terms, Tenant will automatically and conclusively be deemed to have exercised its right to the Renewal Terms, in accordance with Special Stipulation 2, to the extent necessary (but only to that extent) to cause the Term of this Lease to equal the ROFO Extension Term. Accordingly, in order to achieve such equality of the Term and the ROFO Extension Term, each of the Renewal Term may be divided into periods shorter than five (5) years, thereby creating additional Renewal Terms; provided that the aggregate duration of all Renewal Terms may never exceed ten (10) years. By way of example, assume (i) the Primary Term will expire on October 31, 2018, (ii) Landlord gives a ROFO Offer, after the end of the first Lease Year, containing an Offer for Available Space with a term expiring October 31, 2020, and