Common use of Right of First Opportunity Clause in Contracts

Right of First Opportunity. Tenant has requested that Landlord grant to Tenant a right to lease any existing tenant space in the Valley Centre Corporate Park that becomes available after the date on which this Amendment is fully executed (each, a “ROFO Space”), and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to Tenant a right of first opportunity (the “Right of First Opportunity”) to lease each ROFO Space as it becomes available, in the event that any ROFO Space becomes available for lease during the term of this Lease. Tenant may, however, exercise its Right of First Opportunity in accordance with the terms of this paragraph only with respect to an entire ROFO Space, and only if Tenant has not been in default of any of the terms, covenants and conditions of this Lease beyond applicable notice and cure periods, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as of the commencement of the lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation of such expiration), but prior to offering any ROFO Space for lease to third parties, Landlord shall provide Tenant with written notification that a ROFO Space is available, and the then-current market terms on which Landlord is willing to lease such ROFO Space, which terms shall include but not be limited to the term of lease for the ROFO Space and the rent applicable thereto (the “Lease Notice”). Tenant shall have ten (10) business days following receipt of the Lease Notice in which to respond to Landlord (the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to lease the available ROFO Space within the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the Lease. If Tenant fails to provide Landlord written notice of its intent to lease the available ROFO Space within the Lease Notice Period, then Tenant's Right of First Opportunity shall expire as to the current availability of the ROFO Space, Landlord shall be free to lease such ROFO Space to third parties, and Tenant's Right of First Opportunity shall be of no further force or effect until such time as another ROFO Space is subsequently available for lease.

Right of First Opportunity. Tenant has requested that Landlord grant to Tenant a right to lease any existing tenant space in the Valley Centre Corporate Park that becomes available after the date on which this Amendment is fully executed (each, a “ROFO Space”), and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to Tenant a right of first opportunity (the “Right of First Opportunity”) to lease each ROFO Space Except as it becomes availableotherwise specifically provided herein, in the event Lessor determines that it wants to sell the Non-Litchfield Facilities at any ROFO Space becomes available for lease time during the term of this Lease. Tenant mayInitial Continuing Term or any Renewal Term, however, exercise its Right of First Opportunity Lessor shall first in accordance writing offer to enter into negotiations for such sale with the terms of this paragraph only with respect to an entire ROFO Space, and only if Tenant has not been in default of applicable Lessee or any of the terms, covenants and conditions of this Lease beyond applicable notice and cure periods, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as of the commencement of the lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation Affiliate of such expiration), but prior to offering any ROFO Space for lease to third parties, Landlord shall provide Tenant with written notification that Lessee (a ROFO Space is available, and the then-current market terms on which Landlord is willing to lease such ROFO Space, which terms shall include but not be limited to the term of lease for the ROFO Space and the rent applicable thereto (the “Lease Seller’s Notice”). Tenant If the applicable Lessee or an Affiliate thereof (“Buyer”) shall have within ten (10) business days following from receipt of Seller’s Notice give Seller Notice ( a “Buyer’s Notice”) that it wishes to enter into good faith negotiations for the purchase of the Leased Properties (a “Notice of Interest”) within the above-described ten (10) day period, Seller and Buyer shall enter into good faith negotiations for a period of thirty (30) days from Seller’s receipt of the Lease Notice in which to respond to Landlord of Interest (the “Lease Notice Negotiation Period”)) for the sale and purchase of the Leased Properties. If Tenant provides Landlord during the Negotiation Period a written agreement with written notice respect to the purchase and sale of its intent to lease the available ROFO Space within Leased Properties (a “Purchase Agreement”) is executed by Seller and Buyer, Seller shall sell and Buyer shall purchase the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space Leased Properties on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the LeasePurchase Agreement. If Tenant fails (i) a Notice of Interest is not given as set forth above, then, for a period of one (1) year after the expiration of the time within which a Notice of Interest was required to provide Landlord written notice be given, or (ii) a Notice of its intent to lease Interest is given but Seller and Buyer do not execute a Purchase Agreement during the available ROFO Space within the Lease Notice Negotiation Period, then Tenant's Right for a period of First Opportunity shall expire as to one (1) year from the current availability expiration of the ROFO SpaceNegotiation Period, Landlord if Seller in its sole discretion continues to desire to sell all, but not less than all, of the Leased Properties, Seller shall be free to lease such ROFO Space sell all but not less than all of the Leased Properties to any third partiesparty for a Cash Price that is not less than ninety eight percent (98%) of a Cash Price offered by written notice to Seller by Buyer during the Negotiation Period, and Tenant's Right free from any claim of First Opportunity any right to purchase the Leased Properties by Buyer, Sun or any Affiliate of Buyer or Sun but subject in each instance to the rights of the Lessee under this Master Lease, including under this Section 32 with respect to future sales of the Leased Properties. For purposes of the preceding sentence, a “Cash Price” shall be the amount to be received by Seller in cash or equivalent upon the closing of no further force the sale net of prorations and expenses to be borne by Seller. If the Leased Properties are not sold within such one (1) year period, before entering into negotiations with any third party for the sale of the Leased Properties Seller shall first offer to enter into negotiations for the sale thereof to Buyer pursuant to the process described above. The foregoing right of first offer (i) is not assignable by Lessee except to an Affiliate of Lessee, (ii) shall simultaneously and automatically terminate upon termination of this Master Lease, (iii) shall not under any circumstances be extended, modified or effect until such time as another ROFO Space is subsequently available in any way altered except by a writing executed by Lessor and Lessee and (iv) shall not apply in the event of either (A) a sale by Omega of all or substantially all of the assets of it and its subsidiaries or (B) a sale/leaseback transaction by Omega with respect to the Leased Properties for leasefinancing purposes.

Right of First Opportunity. Tenant has requested that Landlord grant to Tenant a right to lease any existing tenant space in the Valley Centre Corporate Park that becomes available after the date on which this Amendment is fully executed (each, a “ROFO Space”), and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord hereby grants to Tenant a the right of first opportunity (the “Right of First Opportunity”) with respect to lease each ROFO Space as it becomes available, any space in the event Building that any ROFO Space is-or becomes vacant and available for lease during the term base Term, after expiration of this Lease. Tenant may, however, exercise its Right of First Opportunity leases currently in accordance with effect at the terms of this paragraph only with respect to an entire ROFO Space, and only if Tenant has not been in default of any of the terms, covenants and conditions execution of this Lease beyond applicable notice and cure periodsexpiring in 2010. If any space in the Building (the “RFO Space”) becomes vacant and available for lease at any time during the base Term, and is not after expiration of leases currently in default of any terms, covenants and conditions effect at the execution of this Lease beyond applicable and expiring in 2010, then Landlord shall give Tenant notice and cure periods either at the time the Right of First Opportunity is exercised or as of the commencement availability of the lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO RFO Space (or in anticipation of such expirationthe “Offer Notice”), but prior to offering any ROFO the date on which the RFO Space for lease to third parties, Landlord shall provide Tenant with written notification that a ROFO Space is will become available, and the then-current terms, including rent which shall be equal to the then market terms rent (including all concessions) (the “Market Rent”) for the RFO Space as reasonably determined by Landlord, on which Landlord is willing to lease the RFO Space. To exercise the right of first opportunity, Tenant must within five (5) business days after receipt of the Offer Notice give Landlord notice of Tenant’s desire to enter into negotiations with Landlord to lease such ROFO Space, which space at Market Rent and offered terms shall include but not be limited and otherwise on terms mutually acceptable to the term of lease for the ROFO Space Landlord and the rent applicable thereto Tenant (the “Lease Negotiation Notice”). Tenant shall have ten (10) business days following receipt of the Lease Notice in which to respond to Landlord (the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to lease gives the available ROFO Space Negotiation Notice within the Lease Notice Periodsuch five (5) business day period, then Landlord and Tenant shall promptly enter into a good faith negotiations to lease for such space on the same monetary terms at Market Rent and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms mutually acceptable to Landlord and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the LeaseTenant. If Tenant fails to provide Landlord written notice of its intent to lease give the available ROFO Space Negotiation Notice within such space within five (5) business days after Tenant gives the Lease Notice PeriodNegotiation Notice, then Tenant's Right the right of First Opportunity first opportunity shall expire immediately terminate as to the current availability of the ROFO RFO Space, and Landlord shall be free to lease such ROFO Space the RFO Space, or portions thereof, to third parties, . The term “vacant and Tenant's Right of First Opportunity shall be of no further force or effect until such time as another ROFO Space is subsequently available for lease” as used in this Section shall mean that such space has been vacated by the previous tenant and is not subject to any prior options to expand, rights of first offer or rights of first refusal held by any other tenant or third party. Tenant acknowledges and agrees that Landlord may elect to enter into new lease(s) with existing tenant(s) of part or all of the RFO Space and that if Landlord does so, then the portion of the RFO space occupied by such existing tenant(s) shall not be deemed vacant and available for lease, Landlord shall only be obligated to submit an Offer Notice to Tenant under this Section 30.27 or to lease RFO Space to Tenant under this Section 30.27 if: (a) Tenant is not in default under this Lease and would not be but for the passage of time or the giving of notice; (b) Tenant has not previously been in default under this Lease beyond the applicable cure period; (c) Tenant has not previously assigned this Lease or sublet any part of the Premises individually or in the aggregate, individually or in the aggregate in excess of 6,700 square feet; (d) this Lease is in full force and effect; (e) Tenant’s or Guarantor’s net worth and/or net current assets are not below the level which existed at the time this Lease was signed; and (f) Tenant is not the subject of a petition in bankruptcy, has not made an assignment for the benefit of creditors or has not had a receiver appointed with respect to it or to a material portion of its assets.

Right of First Opportunity. Tenant has requested that Landlord grant a. During the Term of this Lease (including, without limitation, the Extended Term, if applicable), Lessor shall notify Lessee ("Lessor's Notice") if either or both Suite 310 (consisting of approximately 15,654 square feet of Rentable Area) on the third floor of the Building and/or Suite 115 on the first floor of the Building become available for Lease (subject to Tenant a right any rights which any then existing tenants of such space may have to lease such space pursuant to lease transactions hereafter entered into in accordance with this Article 64, and any rights held by Inktomi Corporation as the existing tenant of such space, Lessor hereby representing and warranting to Lessee that no current tenant other than Inktomi has any existing rights to the lease of such Suite 115 or Suite 310). Such Lessor's Notice shall provide the basic business terms on which Lessor is willing to rent such space (including, without limitation, Base Rent, improvement allowances and other economic concessions) and shall be given to Lessee prior to such space being made available to any third party (other than any existing tenant space in having prior rights to such space). Lessee is hereby granted the Valley Centre Corporate Park that becomes available after the date on which this Amendment is fully executed (each, a “ROFO Space”), and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to Tenant a right of first opportunity (the “Right of First Opportunity”) to lease each ROFO Space as it becomes available, in the event that any ROFO Space becomes available for lease during the term of this Lease. Tenant may, however, exercise its Right of First Opportunity in accordance with such space on the terms as outlined in Lessor's Notice to Lessee. No court arbitrator or third party shall have the right to challenge the terms and conditions set forth in Lessor's Notice to Lessee. Lessee shall have ten (10) days following receipt of this paragraph only with respect such Lessor's Notice within which to an entire ROFO Spaceindicate in writing its desire to lease the space under the terms and conditions stated in such Lessor's Notice. If Lessee rejects or fails to accept Lessor's offer within such ten (10) day period, and only if Tenant has not been in default of Lessor shall have the right at any time within nine (9) months thereafter to enter into a lease for such available space which was the subject of the terms, covenants and conditions of this Lease beyond applicable offer made to Lessee in Lessor's notice and cure periods, and is not in default of to any one or more third parties on any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as of the commencement of the lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation of such expiration), but prior to offering any ROFO Space for lease to third parties, Landlord shall provide Tenant with written notification that a ROFO Space is availabledesired by Lessor, and the then-current market terms on which Landlord is willing Lessee shall have no further right to lease such ROFO Spacespace, which terms shall include but not be limited to provided that such lease is entered into within nine (9) months following Lessee's receipt of the term of lease for the ROFO Space applicable Lessor's Notice and the net effective rent payable under such lease is not less than ninety percent (90%) of the net effective rent proposed in the applicable thereto (the “Lease Lessor's Notice”). Tenant shall have If Lessee rejects or fails to accept Lessor's offer as set forth in Lessor's Notice within such ten (10) business days day period, but Lessor thereafter desires to lease such space which was the subject of such Lessor's Notice to one or more third parties more than nine (9) months following Lessee's receipt of the Lease applicable Lessor's Notice or at a net effective rent less than ninety percent (90%) of the net effective rent proposed in which the applicable Lessor's Notice, then Lessor shall first deliver a new Lessor's Notice with respect to respond to Landlord (the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to lease the available ROFO Space within the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space on to Lessee and Lessee shall again have its right of first opportunity with respect thereto in the same monetary terms and conditions as are manner set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the Lease. If Tenant fails to provide Landlord written notice of its intent to lease the available ROFO Space within the Lease Notice Period, then Tenant's Right of First Opportunity shall expire as to the current availability of the ROFO Space, Landlord shall be free to lease such ROFO Space to third parties, and Tenant's Right of First Opportunity shall be of no further force or effect until such time as another ROFO Space is subsequently available for leaseabove.

Right of First Opportunity. Tenant has requested that Landlord grant to Tenant a shall have the right to lease any existing tenant space in the Valley Centre Corporate Park that becomes available after the date on which this Amendment is fully executed (each, a “ROFO Space”), and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to Tenant a right of first opportunity (the “Right of First Opportunity”) to lease each ROFO Space as it becomes available, the entirety of either Floor 10 or Floor 14 (the first of such floors to become available to lease shall be the “Offer Space”) on the following terms and conditions. If Landlord elects in its sole discretion to market either floor included in the event that any ROFO Offer Space becomes for lease on less than a full floor basis, the Right of First Opportunity shall apply separately to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease during and Tenant has elected not to include either floor in the term Initial Premises. The Right of this LeaseFirst Opportunity shall take effect when the Offer Space has been leased to a third party (together with its successors, assigns and subtenants, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice to Tenant (the “Availability Notice”). The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant may, however, may exercise its Right of First Opportunity for all of the Offer Space described in accordance with the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than ten (10) days after delivery of the Availability Notice to Tenant. If the Offer Space described in the Availability Notice is less than a full floor, Tenant may elect to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is of the essence of this provision and late notice shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and the parties shall execute an amendment to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective as of the date on which possession of the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms of this paragraph only with respect to an entire ROFO Space, and only if Tenant has not been in default of any of the terms, covenants and conditions of this Lease beyond applicable notice and cure periods, and is not shall apply to the Offer Space except as provided herein. Tenant will lease the Offer Space in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as of the commencement of the lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation of such expiration), but prior to offering any ROFO Space for lease to third parties, Landlord shall provide Tenant with written notification that a ROFO Space is available, and the its then-current market terms on which as-is condition and Landlord is willing shall not be required to lease such ROFO make improvements to or contribute funds toward any improvements in the Offer Space, which terms shall include but not be limited to the term of lease for the ROFO Space and the rent applicable thereto (the “Lease Notice”). Tenant shall have ten (10) business days following receipt of the Lease Notice in which to respond to Landlord (the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to lease the available ROFO Space within the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space on the same monetary terms and conditions except as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the Lease. If Tenant fails to provide Landlord written notice of its intent to lease the available ROFO Space within the Lease Notice Period, then Tenant's Right of First Opportunity shall expire as to the current availability of the ROFO Space, Landlord shall be free to lease such ROFO Space to third parties, and Tenant's Right of First Opportunity shall be of no further force or effect until such time as another ROFO Space is subsequently available for leaseprovided herein.

Right of First Opportunity. Provided that Tenant has requested fully and timely performed all of its obligations hereunder, the first time that Landlord grant space becomes available for lease after initially having been leased to Tenant and occupied by a right to lease any existing tenant space third party in Buildings A, B, C, or D in the Valley Centre Corporate Park that becomes available after Project (the date on which this Amendment is fully executed (each, a “ROFO "Option Space”"), and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to Tenant shall have a right of first opportunity (the “Right of First Opportunity”) to lease each ROFO the Option Space as it (in whole, not in part). Each time that Option Space becomes available, in Landlord shall notify Tenant of the event that any ROFO Space becomes available for lease during details of the term of this Lease. Tenant may, however, exercise its Right of First Opportunity in accordance with the terms of this paragraph only with respect to an entire ROFO Option Space, including size, location, estimated date of availability, and only if Tenant has not been in default of any of the proposed economic terms, covenants which shall be on terms agreeable to Landlord in Landlord's sole and conditions of this Lease beyond applicable notice and cure periods, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as of the commencement absolute discretion ("Landlord's Notice"). The Term of the lease of the offered ROFO Space. Following Option Space shall be co-terminus with the expiration of a lease affecting any ROFO Space (or Term set forth in anticipation of such expiration)Section 2.1 above, but prior subject to offering any ROFO Space for lease Tenant's right to third partiesextend the Term in Section 2.2 above; provided, Landlord shall provide Tenant with written notification that a ROFO Space however, if there is availableless than 24 months remaining in the then Term, and at Landlord's option, the then-current market terms on which Landlord is willing to lease such ROFO Space, which terms shall include but not be limited to the term of lease Term for the ROFO Premises plus the Option Space and shall be extended, so that there is a full 24 months remaining in the rent applicable thereto (the “Lease Notice”)Term. Tenant shall have ten (10) business 14 days following after receipt of Landlord's Notice to notify Landlord that Tenant elects to lease the Lease Notice in which Option Space on those terms. Landlord agrees not to respond market the Option Space nor negotiate for lease of the Option Space to Landlord (the “Lease Notice Period”)third parties during such 14-day period. If Tenant provides notifies Landlord with written notice of its intent that it wishes to lease the available ROFO space during the 14-day period, Landlord shall prepare either a new lease for the Option Space within or an amendment to the Lease Notice Period, Landlord for the Option Space and Tenant must execute and return the document to Landlord or otherwise respond with any reasonably requested modifications to such documents within 5 business days after receipt or Tenant shall promptly enter be deemed to have withdrawn its exercise of the right of first opportunity for that particular Option Space. Provided Tenant has entered into a lease with Landlord on or before December 31, 2019 for the space located in Building C currently leased by PARTECH, Inc. ("Partech Space Lease") and such space lease commences within 30 days of the date PARTECH, Inc. vacates its premises, the Base Rent rate for the Option Space shall be the same rate as the Expansion Premises and, Tenant shall receive the same leasing concessions, including tenant improvement allowance (calculated per square foot of the Option Space) and abated rent, as Tenant receives with respect to the Expansion Premises, but prorated based on the same monetary length of the term of the Option Space. If, however, the Partech Space Lease has not been entered into and commenced by such date(s), the terms of the lease of the Option Space shall be on terms agreeable to Landlord in Landlord's sole and conditions absolute discretion. The rights of first opportunity in this Section are (a) personal to Tenant and may not be exercised by any subtenant or assignee of Tenant, (b) subject to all rights granted to other tenants as are set forth inof the date hereof, and (c) subject to a contingency following Tenant's exercise of the right of first opportunity for the term specified in, the Lease Notice, but otherwise on Landlord's receipt of final approval from its Real Estate Committee upon substantially the same terms and conditions (as Section 6 below. Similarly, any Option Space shall not be considered available if the then current tenant of that space wishes to remain there via exercise of a renewal right or by negotiation with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the Lease. If Tenant fails to provide Landlord written notice of its intent to lease the available ROFO Space within the Lease Notice Period, then Tenant's Right of First Opportunity shall expire as to the current availability of the ROFO Space, Landlord shall be free to lease such ROFO Space to third parties, and Tenant's Right of First Opportunity shall be of no further force or effect until such time as another ROFO Space is subsequently available for leaseLandlord.

Right of First Opportunity. Tenant has requested that Landlord grant Subject to Tenant a right to lease any existing tenant space the rights of the tenants in the Valley Centre Corporate Park that becomes available after Xxxxx Building, which building is adjacent to the date on which this Amendment is fully executed (each, a “ROFO Space”)Building, and so long as the Xxxxx Building is owned by Landlord is agreeable to doing so on the terms or one of this Paragraph 9. Landlord grants to its affiliates, Tenant shall have a one-time right of first opportunity (“ROFO”) as to (i) the approximately 38,631 square foot space in the Xxxxx Building identified on Exhibit C hereto as “Space A” and (ii) the approximately 30,749 square foot space in the Xxxxx Building identified on Exhibit C hereto as “Space B” (the “Right of First OpportunityROFO Premises”) to lease when each of the spaces comprising the ROFO Space as it becomes available, in the event that any ROFO Space Premises becomes available for lease for the first time during the term of this Lease. Tenant mayExtended Term; provided, however, exercise that in no event shall Landlord be required to lease either of the spaces comprising the ROFO Premises to Tenant for any period past the date on which the Lease Agreement expires or is terminated pursuant to its Right terms. To the extent that (a) Landlord renews or extends a then-existing lease for a portion of First Opportunity in accordance the ROFO Premises with any then-existing tenant, (b) Landlord enters into a new lease with such then-existing tenant for the terms same premises, (c) the then-existing tenant for a portion of the ROFO Premises holds-over at the end of the existing lease term, or (d) any portion of the ROFO Premises is subject to a right of first offer or right of first opportunity with another tenant as of the date hereof, the affected space shall not be deemed to be ROFO Premises for the purposes of this paragraph only Section 10 and Tenant shall have no ROFO at that time with respect to an entire ROFO Space, and only if Tenant has not been in default of any the applicable portion of the terms, covenants and conditions of this Lease beyond applicable notice and cure periods, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods ROFO Premises. In the event Landlord intends to market either at the time the Right of First Opportunity is exercised or as of the commencement of spaces comprising the lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation of such expiration), but prior to offering any ROFO Space Premises for lease to third partieslease, Landlord shall provide written notice thereof to Tenant with written notification that a ROFO Space is available, and the then-current market terms on which Landlord is willing to lease such ROFO Space, which terms shall include but not be limited to the term of lease for the ROFO Space and the rent applicable thereto (the “Lease NoticeNotice of Offer”), specifying the proposed rental rate, lease term, and other terms to Tenant. Tenant shall have ten (10) business days following receipt of the Lease Notice in which to respond to Landlord (the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to lease the available ROFO Space within the Lease Notice Period, Landlord and Tenant hereby agree that the following terms shall promptly enter into a lease for such space on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the Lease. If Tenant fails to provide Landlord written notice of its intent to lease the available ROFO Space within the Lease Notice Period, then Tenant's Right of First Opportunity shall expire as to the current availability of govern the ROFO Space, Landlord shall be free to lease such ROFO Space to third parties, provided for herein and Tenant's Right any Notice of First Opportunity shall be of no further force or effect until such time as another ROFO Space is subsequently available for lease.Offer:

Right of First Opportunity. Provided this Lease shall be in full force and effect, Tenant has requested that Landlord grant to shall not then be in default of the Lease, and Tenant a right to lease shall then be occupying one hundred percent (100%) of the Demised Premises, if any existing tenant space in on the Valley Centre Corporate Park that becomes second (2nd) floor of the Building shall become available for reletting after the date on which this Amendment is fully executed expiration of the third (each3rd) year of the Lease Term and any tenant having a prior right of first opportunity shall fail to exercise such right, a “ROFO Space”), and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to then Tenant shall have a right of first opportunity (the “Right of First Opportunity”) to lease each ROFO Space as it becomes availablesuch space for its own use at the then-prevailing market rental rate, in the event that any ROFO Space becomes available for but not less than Tenant's then-escalated rental rate. Such lease during the term of this Lease. Tenant may, however, exercise its Right of First Opportunity in accordance with shall be upon the terms of this paragraph only with respect to an entire ROFO Space, and only if Tenant has not been in default of any of the terms, covenants and conditions of this the original Lease beyond applicable notice and cure periods, and is not in default exclusive of any terms, covenants tenant improvements or build-out and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as rental abatement. Promptly after learning of the commencement availability of any such space and of the aforesaid tenant's failure to exercise their prior rights of first opportunity to lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation of such expiration), but prior to offering any ROFO Space for lease to third partiesspace, Landlord shall provide give Tenant with written notification that a ROFO Space is available, and the then-current market terms on which Landlord is willing to lease such ROFO Spacenotice of same, which terms notice shall include but not be limited to the term of lease terms and conditions for the ROFO Space and the rent applicable thereto (the “Lease Notice”)available space. Tenant shall have five (5) business days from receipt of Landlord's written notice to Tenant within which to exercise such right by notifying Landlord of its election in writing. Upon receipt of Tenant's notice to exercise its right of first opportunity Landlord shall, within a period of ten (10) days, forward a lease or amendment to the Lease to Tenant for execution. Tenant must execute said agreement within five (5) business days following receipt of receipt. In the Lease Notice in which to respond to Landlord (event Tenant exercises its right of first opportunity, the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to lease the available ROFO Space within the Lease Notice Periodterms and conditions, Landlord and Tenant shall promptly enter into a lease for such space except as otherwise stated herein, will be based on the same monetary existing lease terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (with the exception then in effect. The right of any free rent, Tenant Improvements first opportunity granted hereby may not be assigned or tenant improvement allowance) as are set forth in the Lease. If Tenant fails to provide Landlord written notice of its intent to lease the available ROFO Space within the Lease Notice Period, then transferred by Tenant's Right of First Opportunity shall expire as to the current availability of the ROFO Space, Landlord shall be free to lease such ROFO Space to third parties, and Tenant's Right of First Opportunity shall be of no further force or effect until such time as another ROFO Space is subsequently available for lease.

Right of First Opportunity. Tenant has requested The "Additional Space" is the leasable area on the third floor in the Building, exclusive of the Premises. At any time during the Term of this Lease that Landlord grant quotes or intends to quote to a third party prospective tenant (other than an existing tenant who is renewing or extending its lease), on Landlord's initiative or in response to an inquiry from such a prospective tenant the term and the financial consideration for which Landlord would be willing to lease all or a portion of the Additional Space, Landlord shall communicate the same information to Tenant. Tenant specifically acknowledges that, once a third party may be willing to lease the Additional Space for a term which is longer than the unexpired balance of the Term hereof (or as part of a larger space). Landlord may offer the Additional Space or the applicable portion thereof to Tenant on terms which require Tenant to extend the balance of the Term hereof to coincide with the length of the term being considered with respect to a right third party as a condition to Landlord's offer and to Tenant. Tenant shall have seventy-two (72) hours after receipt of such communication to execute a lease any existing tenant space in or an addendum hereto with Landlord for the Valley Centre Corporate Park that becomes available after Additional Space or the date on which this Amendment is fully executed (each, a “ROFO Space”), and Landlord is agreeable to doing so applicable portion on the terms set forth herein not inconsistent with such communication. Should Tenant fail to execute such a lease or addendum, or otherwise indicate rejection of this Paragraph 9. such communication, Landlord grants may negotiate with such third party and execute a lease with the third party on any terms negotiated, whether similar or dissimilar to those originally communicated to Tenant, so long as Landlord's communication to Tenant was made in good faith. Tenant's failure to execute an addendum or a new lease as herein provided shall not terminate Tenant's rights under this Section if a lease with the third party is not executed; provided however, if a lease with the third party is signed, this shall terminate Tenant's rights hereunder as to such of the Additional Space as is so leased and also to any of the Additional Space not so issued to the third party but which is then separated from the Premises by the space leased to the third party. All communications and notices under this Section shall be hand delivered during business hours to Landlord at 225 X.X. Xxxxxxxx, Xxxxxxxx, Xxxxxx 00000 xxx to Tenant at the Premises. This is not an option nor a right of first opportunity (the “Right refusal; Tenant shall not have rights such as those of First Opportunity”) to lease each ROFO Space as it becomes availablefirst refusal. The rights of Tenant under this Section 44 are not assignable and shall terminate upon any assignment, in the sublease, or event that of default hereunder by Tenant, or any ROFO Space becomes available for lease during the term of this Lease. Tenant may, however, exercise its Right of First Opportunity in accordance with the terms of this paragraph only with respect to an entire ROFO Space, and only if Tenant has not been in default of any of the terms, covenants and conditions termination of this Lease beyond applicable notice and cure periods, and is not in default or of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as of the commencement of the lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation of such expiration), but prior to offering any ROFO Space for lease to third parties, Landlord shall provide Tenant with written notification that a ROFO Space is available, and the then-current market terms on which Landlord is willing to lease such ROFO Space, which terms shall include but not be limited to the term of lease for the ROFO Space and the rent applicable thereto (the “Lease Notice”). Tenant shall have ten (10) business days following receipt of the Lease Notice in which to respond to Landlord (the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to lease the available ROFO Space within the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the Lease. If Tenant fails to provide Landlord written notice of its intent to lease the available ROFO Space within the Lease Notice Period, then Tenant's Right right of First Opportunity shall expire as to the current availability of the ROFO Space, Landlord shall be free to lease such ROFO Space to third parties, and Tenant's Right of First Opportunity shall be of no further force or effect until such time as another ROFO Space is subsequently available for leasepossession hereunder.

Right of First Opportunity. Tenant has requested LESSOR agrees that Landlord grant it will not enter into any agreement to Tenant a right to lease sell or otherwise transfer LESSOR's interest in all or any existing tenant space in portion of the Valley Centre Corporate Park that becomes available after building (or land or facilities relating thereto) unless and until LESSOR shall have first complied with all of the date on which this Amendment is fully executed (each, a “ROFO Space”), and Landlord is agreeable to doing so on the terms provisions of this Paragraph 9Section. Landlord grants to Tenant a right of first opportunity (the “Right of First Opportunity”) to lease each ROFO Space as it becomes available, in the event that any ROFO Space becomes available for lease If during the term of this Lease. Tenant may, however, exercise its Right of First Opportunity in accordance with the terms of this paragraph only with respect LESSOR proposes or desires to an entire ROFO Space, and only if Tenant has not been in default of sell all or any part of the termsbuilding (or land or facilities relating thereto), covenants LESSOR shall give LESSEE written notice of such intention, which notice (LESSOR's Offer") shall set forth all material terms and conditions of this Lease beyond applicable notice such proposed sale (including, without limitation, the gross cash price and cure periods, any payment terms which LESSOR is willing to accept) and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either shall constitute an offer to sell the building to LESSEE at the time gross cash price and upon the Right terms stated therein. LESSOR's Offer shall be accompanied by a list of First Opportunity is exercised all tenants and occupants in the building (whether under leases or otherwise) as of the commencement date of LESSOR's Offer. LESSOR's Offer shall also be accompanied by a schedule including the lease size of each tenant's premises, the offered ROFO Spacebase rent and escalation reimbursements, the permitted use, length of term and length and number of extension and/or expansion options. Following the expiration LESSEE's acceptance of a lease affecting any ROFO Space LESSOR's Offer shall be by written notice given within thirty (or in anticipation of such expiration), but prior to offering any ROFO Space for lease to third parties, Landlord shall provide Tenant with written notification that a ROFO Space is available, and the then-current market terms on which Landlord is willing to lease such ROFO Space, which terms shall include but not be limited to the term of lease for the ROFO Space and the rent applicable thereto (the “Lease Notice”). Tenant shall have ten (1030) business days following receipt of LESSOR's Offer. LESSEE's acceptance shall set a date of closing not less than fourteen (14), nor more than sixty (60), days after receipt by LESSOR of LESSEE's acceptance. It is the Lease Notice contemplation of the parties that LESSOR's Offer to LESSEE pursuant hereto shall be made by LESSOR in which to respond to Landlord (good faith and that the “Lease Notice Period”). If Tenant provides Landlord with written notice offering price will be based upon LESSOR's then good faith estimate of its intent to lease the available ROFO Space within then fair market value of the Lease Notice Periodproperty, Landlord and Tenant shall promptly enter into a lease for such space on that the same monetary other terms and conditions as are set forth in, of the offer shall be in accordance with normal and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth customary practice in the Leasemetropolitan Boston area. If Tenant LESSEE fails to provide Landlord written notice accept LESSOR's Offer within thirty (30) days of its intent receipt, or if prior to lease the available ROFO Space within the Lease Notice Periodthirty (30) days LESSEE rejects LESSOR's Offer, then Tenant's Right of First Opportunity shall expire as to the current availability of the ROFO Space, Landlord LESSOR shall be free to lease sell the Building to such ROFO Space third party as LESSOR may desire upon terms and conditions not materially more favorable (I.E., at a purchase price not less than 90% of that proposed to third partiesLESSEE) than those set forth in LESSOR's Offer, and TenantLESSEE shall execute and deliver to LESSOR, in recordable form, a certificate reciting that LESSEE received LESSOR's Right Offer and rejected or failed to accept said offer. If LESSEE accepts LESSOR's Offer, (i) LESSOR shall deliver to LESSEE copies of First Opportunity such reports, inspections, surveys, title insurance policies and like due diligence material as LESSOR may then have in its possession as to the Property (which shall be kept in confidence by LESSEE, and shall be without any representation or warranty whatsoever by LESSOR), and (ii) LESSOR shall, on the date specified in LESSEE's notice of no further force acceptance, deliver the deed conveying the building to LESSEE or effect until its nominee or assignee, and (iii) LESSEE shall pay LESSOR the price specified in LESSOR's Offer, making payment in cash (subject to ordinary and customary adjustments consistent with local conveyancing practices). The deed shall be at least the equivalent of a so-called "Massachusetts statutory quitclaim deed," and shall convey a good and clear record and marketable title to the building, free from all encumbrances and restrictions except (a) this lease; (b) the existing tenancies; (c) provisions of local zoning laws and other laws, codes and ordinances then in effect; (d) such real estate taxes for the current tax year as are not yet due and payable on the date of the delivery of the deed; (e) liens for municipal betterments assessed after the mailing of lessee's acceptance of LESSOR's Offer; and (f) any other encumbrance or restriction which LESSEE accepts by written instrument delivered to LESSOR at the time as another ROFO Space is subsequently available for leaseof the delivery of the deed.

Right of First Opportunity. Tenant has requested that With respect to the first lease and only the first lease which Landlord grant hereafter intends to Tenant enter into with a right to lease third-party tenant for either (i) all or any existing tenant portion of the Option Space, or (ii) the space described in clause (i) above plus any other space in the Valley Centre Corporate Park that becomes available after Building (for purposes hereof, any such other space shall be deemed to be part of the Option Space) and which has a lease term commencing at any time prior to January 1, 2007 (but excluding any new or renewal lease or lease expansion with any then existing tenant of all or any portion of the Option Space), Landlord shall give Tenant written notice of such intent ("Landlord's Notice") prior to Landlord entering into such lease. The Landlord's Notice shall specify (i) the location and rentable area of the portion of the Option Space which Landlord desires to lease (which is hereinafter referred to as the "Actual Option Space"), (ii) the proposed lease term for the Actual Option Space, (iii) the date on upon which this Amendment is fully executed the Actual Option Space shall be available for occupancy, (eachiv) the annual rate of base rent per square foot of rentable area which Landlord desires to charge for the Actual Option Space, a “ROFO (v) the amount of all rent adjustments which Landlord desires to charge for the Actual Option Space”, including, without limitation, fixed and/or indexed rent adjustments and rent adjustments for operating expenses and real estate taxes for the Building [and corresponding base amounts], and (vi) the tenant concessions (e.g., rent abatements and tenant improvement allowances), and if any, which Landlord is agreeable would be willing to doing so provide to lease the Actual Option Space; it being agreed that items (iv) through (vi) above shall be quoted by Landlord in Landlord's Notice for a hypothetical lease having a lease term which would expire on the terms Expiration Date of this Paragraph 9. Landlord grants to Tenant a right of first opportunity (the “Right of First Opportunity”) to lease each ROFO Space as it becomes available, in the event that any ROFO Space becomes available for lease during the term Term of this Lease. Tenant may, however, exercise its shall thereupon have a one-time right (the "Right of First Opportunity in accordance with Opportunity") to lease all, but not less than all, of the terms of this paragraph only with respect to an entire ROFO Actual Option Space, and only if Tenant has not been in default of any of the terms, covenants and conditions of this Lease beyond applicable notice and cure periods, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as of the commencement of the lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation of such expiration), but prior to offering any ROFO Space for lease to third parties, Landlord shall provide Tenant with written notification that a ROFO Space is available, and the then-current market terms on which Landlord is willing to lease such ROFO Space, which terms shall include but not be limited subject to the term of lease for the ROFO Space and the rent applicable thereto (the “Lease Notice”). Tenant shall have ten (10) business days following receipt of the Lease Notice in which to respond to Landlord (the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to lease the available ROFO Space within the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the Lease. If Tenant fails to provide Landlord written notice of its intent to lease the available ROFO Space within the Lease Notice Period, then Tenant's Right of First Opportunity shall expire as to the current availability of the ROFO Space, Landlord shall be free to lease such ROFO Space to third parties, and Tenant's Right of First Opportunity shall be of no further force or effect until such time as another ROFO Space is subsequently available for lease.conditions:

Right of First Opportunity. Tenant has requested that Landlord grant to Tenant a right to lease any existing tenant space in the Valley Centre Corporate Park that becomes available after the date on which this Amendment is fully executed (each, a “ROFO Space”), and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to Tenant a right of first opportunity (the “Right of First Opportunity”) to lease each ROFO Space Except as it becomes availableotherwise specifically provided herein, in the event Lessor determines that it wants to sell the Leased Properties at any ROFO Space becomes available for lease time during the term of this Lease. Tenant mayInitial Continuing Term or any Renewal Term, however, exercise its Right of First Opportunity Lessor shall first in accordance writing offer to enter into negotiations for such sale with the terms of this paragraph only with respect to an entire ROFO Space, and only if Tenant has not been in default of applicable Lessee or any of the terms, covenants and conditions of this Lease beyond applicable notice and cure periods, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as of the commencement of the lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation Affiliate of such expiration), but prior to offering any ROFO Space for lease to third parties, Landlord shall provide Tenant with written notification that Lessee (a ROFO Space is available, and the then-current market terms on which Landlord is willing to lease such ROFO Space, which terms shall include but not be limited to the term of lease for the ROFO Space and the rent applicable thereto (the “Lease "Seller's Notice”"). Tenant If the applicable Lessee or an Affiliate thereof ("Buyer") shall have within ten (10) business days following from receipt of Seller's Notice give Seller Notice ( a Buyer's Notice") that it wishes to enter into good faith negotiations for the purchase of the Leased Properties (a "Notice of Interest") within the above-described ten (10) day period, Seller and Buyer shall enter into good faith negotiations for a period of thirty (30) days from Seller's receipt of the Lease Notice in which to respond to Landlord of Interest (the “Lease Notice Negotiation Period”)") for the sale and purchase of the Leased Properties. If Tenant provides Landlord during the Negotiation Period a written agreement with written notice respect to the purchase and sale of its intent to lease the available ROFO Space within Leased Properties (a "Purchase Agreement") is executed by Seller and Buyer, Seller shall sell and Buyer shall purchase the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space Leased Properties on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the LeasePurchase Agreement. If Tenant fails (i) a Notice of Interest is not given as set forth above, then, for a period of one (1) year after the expiration of the time within which a Notice of Interest was required to provide Landlord written notice be given, or (ii) a Notice of its intent to lease Interest is given but Seller and Buyer do not execute a Purchase Agreement during the available ROFO Space within the Lease Notice Negotiation Period, then Tenant's Right for a period of First Opportunity shall expire as to one (1) year from the current availability expiration of the ROFO SpaceNegotiation Period, Landlord if Seller in its sole discretion continues to desire to sell all, but not less than all, of the Leased Properties, Seller shall be free to lease such ROFO Space sell all but not less than all of the Leased Properties to any third partiesparty for a Cash Price that is not less than ninety eight percent (98%) of a Cash Price offered by written notice to Seller by Buyer during the Negotiation Period, and Tenant's Right free from any claim of First Opportunity any right to purchase the Leased Properties by Buyer, Sun or any Affiliate of Buyer or Sun but subject in each instance to the rights of the Lessee under this Master Lease, including under this Section 32 with respect to future sales of the Leased Properties. For purposes of the preceding sentence, a "Cash Price" shall be the amount to be received by Seller in cash or equivalent upon the closing of no further force the sale net of prorations and expenses to be borne by Seller. If the Leased Properties are not sold within such one (1) year period, before entering into negotiations with any third party for the sale of the Leased Properties Seller shall first offer to enter into negotiations for the sale thereof to Buyer pursuant to the process described above. The foregoing right of first offer (i) is not assignable by Lessee except to an Affiliate of Lessee, (ii) shall simultaneously and automatically terminate upon termination of this Master Lease, (iii) shall not under any circumstances be extended, modified or effect until such time as another ROFO Space is subsequently available in any way altered except by a writing executed by Lessor and Lessee and (iv) shall not apply in the event of either (A) a sale by Omega of all or substantially all of the assets of it and its subsidiaries or (B) a sale/leaseback transaction by Omega with respect to the Leased Properties for leasefinancing purposes.

Right of First Opportunity. Tenant has requested that The Landlord grant hereby grants to Tenant a the Tenant, prior to the Commencement Date, and as an ongoing right through term of the Lease and any renewal terms, the first right of opportunity to lease any existing tenant up to five thousand (5,000) square feet of additional office space in (the Valley Centre Corporate Park that becomes available after the date on which this Amendment is fully executed (each, a “ROFO Expansion Office Space”), and from any space that comes available for lease in the Building. The Tenant shall have five (5) business days following written notification from the Landlord is agreeable or its agent to doing so on exercise this right by notice in writing; failing such it shall be deemed to have waived such right of first opportunity. If a period of sixty (60) days has passed between the terms date that the Landlord provided said written notice to the Tenant of this Paragraph 9. a particular portion of the Expansion Office Space being available, the Landlord grants shall be required to continue to provide renewed notice to the Tenant a for its right of first opportunity so that not more than sixty (60) days passes between the “Right Tenant obtaining said written notice and waiving its right of First Opportunity”) to lease each ROFO Space as it becomes available, in first opportunity and the event that any ROFO Space becomes available for lease during the term of this Lease. Tenant may, however, exercise its Right of First Opportunity in accordance with the terms of this paragraph only with respect to an entire ROFO Space, and only if Tenant has not been in default of any Landlord leasing said portion of the termsExpansion Office Space to a third party. Should this right be exercised, covenants the space shall form part of the Premises and the same terms and conditions of the Lease shall apply, including the option to terminate and lease expiry date, but excluding the leasehold improvement allowance, inducements and net rental rate. It is understood that this Lease beyond applicable notice and cure periods, and is not in default space will be provided to the Tenant on an “as is” basis. Landlord to advise the Tenant of any terms, covenants terms and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as of the commencement of the lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation of such expiration), but prior to offering any ROFO Space for lease to third parties, Landlord shall provide Tenant with written notification that a ROFO Space is available, and the then-current market terms on which Landlord is willing to lease such ROFO Space, which terms shall include but not be limited to the term of lease for the ROFO Space and the rent applicable thereto (the “Lease Notice”). Tenant shall have ten (10) business days following receipt of the Lease Notice in to accept failing which to respond to Landlord (the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to may lease the available ROFO Space within the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the Lease. If Tenant fails to provide Landlord written notice of its intent to lease the available ROFO Space within the Lease Notice Period, then Tenant's Right of First Opportunity shall expire as to the current availability of the ROFO Space, Landlord shall be free to lease such ROFO Space to third parties, and Tenant's Right of First Opportunity shall be of no further force (3rd) party any time thereafter on such terms or effect until such time as another ROFO Space is subsequently available for leasehigher.

Right of First Opportunity. Tenant has requested that Landlord grant Subject to Tenant a right any pre-existing rights of other tenants within the Complex to lease all or any existing tenant space in portion of the Valley Centre Corporate Park that becomes available after the date on which this Amendment is fully executed Right of First Opportunity Premises (each, a “ROFO Space”as defined below), and Landlord provided Lessee is agreeable to doing so on not in default under the terms and conditions of this Paragraph 9. Landlord grants the Lease as of the date Lessee notifies Lessor of its desire to Tenant exercise a Right of First Opportunity (as defined below), Lessee shall have a right of first opportunity through the end of the Term (the “"Right of First Opportunity”") to lease each ROFO Space as it becomes available, in any space adjacent to the event that any ROFO Space Premises which becomes available for lease leasing to third parties during the term Term (the "Right of this LeaseFirst Opportunity Premises"), subject to the terms and conditions hereof. Tenant mayImmediately prior to the date on which Lessor contemplates offering all or a portion of the First Opportunity Premises to third parties (in such case, howevera "Proposal"), Lessor shall notify Lessee, in writing, as to the date in the future ("Availability Date") when such Right of First Opportunity Premises shall be available to Lessee ("Lessor's Notice"), which Lessor's Notice shall also contain a narrative description of the terms of the Proposal. Lessee must notify Lessor, in writing, within five (5) days immediately following Lessee's receipt of Lessor's Notice of Lessee's desire to exercise its Right of First Opportunity in accordance with the terms of this paragraph only ("Lessee's First Opportunity Notice") with respect to an entire ROFO Space, and only if Tenant has not been in default that portion of any of the terms, covenants and conditions of this Lease beyond applicable notice and cure periods, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is Premises designated in Lessor's Notice ("Designated Space"). Lessee's Right of First Opportunity must be exercised or as to one hun- dred percent (100%) of the Designated Space. If Lessee does not notify Lessor of its election to exercise its Right of First Opportunity with respect to the Designated Space within said five (5) day period, then, in such event, Lessee shall be deemed to have elected not to exercise its Right of First Opportunity with respect to the Designated Space and shall be deemed to have waived its Right of First Opportunity with respect to such Designated Space. If Lessee elects to exercise Lessee's Right of First Opportunity within the aforesaid five (5) day period, then, in such event, Lessee shall lease the Designated Space, as of the commencement of the lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation of such expiration)Availability Date, but prior to offering any ROFO Space for lease to third parties, Landlord shall provide Tenant with written notification that a ROFO Space is available, and the then-current market terms on which Landlord is willing to lease such ROFO Space, which terms shall include but not be limited to the term of lease for the ROFO Space and the rent applicable thereto (the “Lease Notice”). Tenant shall have ten (10) business days following receipt of the Lease Notice in which to respond to Landlord (the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to lease the available ROFO Space within the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions contained in the Lease, except (with i) Rent for the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are Designated Space shall be the rent set forth in the LeaseProposal and (ii) the term "Premises" for all purposes of the Lease shall include the Designated Space. If Tenant In the event Lessee delivers Lessee's First Opportunity Notice, the parties shall enter into an amendment to the Lease to reflect the incorporation of the Designated Space into the Premises and the terms referenced in this Paragraph 10. In the event Lessee fails to provide Landlord written notice of exercise its intent to lease the available ROFO Space within the Lease Notice Period, then Tenant's Right of First Opportunity shall expire as to the current availability of the ROFO SpaceOpportunity, Landlord Lessor shall be free to lease such ROFO Space to third parties, and Tenant's the Right of First Opportunity shall be Premises, which was the subject of no further force or effect until Lessor's Notice, to such time parties and upon such terms as another ROFO Space is subsequently available for leaseLessor may elect.

Right of First Opportunity. Tenant has requested that In the event at any time during the Term either [i] Landlord grant elects to Tenant seek a right to lease any existing tenant space in purchaser of the Valley Centre Corporate Park that becomes available after the date on which this Amendment is fully executed (each, a “ROFO Space”), and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to Tenant a right of first opportunity Leased Property (the “Right of First OpportunityOpportunity Event”) or [ii] Landlord receives a bona fide offer from a third party (the “Offer”) setting forth the terms and conditions upon which it proposes to lease each ROFO Space as purchase the Leased Property which it becomes availableis interested in accepting, but in no event shall Landlord be obligated to accept (the event that any ROFO Space becomes available for lease during the term of this Lease. Tenant may, however, exercise its “Right of First Opportunity in accordance with Refusal Event”), the terms of this paragraph only with respect to an entire ROFO Space, and only if Tenant has not been in default of any following provisions shall apply: In the event of the terms, covenants and conditions occurrence of this Lease beyond applicable notice and cure periods, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as of the commencement of the lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation of such expiration), but prior to offering any ROFO Space for lease to third partiesEvent, Landlord shall provide Tenant with written notification that a ROFO Space is available, notice of its intent to sell the Leased Property and the then-current market its proposed terms on which Landlord is willing to lease such ROFO Space, which terms shall include but not be limited to the term of lease for the ROFO Space and the rent applicable with respect thereto (the “Lease Opportunity Notice”). Landlord and Tenant shall have a period of 30 days after Tenant’s receipt of the Opportunity Notice (the “Protected Period”) to negotiate in good faith with respect to the terms and conditions under which such transaction shall occur (the “Opportunity Transaction”). In the event Landlord and Tenant are unable to reach agreement within the Protected Period with respect to the terms of the Opportunity Transaction, then Landlord shall be free to enter into negotiations with respect to the Opportunity Transaction with any other person or entity; provided, however, that Landlord shall not be permitted to consummate a transaction with any other person or entity on terms which are less favorable to Landlord than those offered to Tenant during the Protected Period without first offering Tenant the opportunity on written notice setting forth such terms to consummate the Opportunity Transaction on such alternative terms and conditions (the “Modified Opportunity Notice”); provided, however, that Tenant shall be deemed to have waived its right to proceed with such revised Opportunity Transaction in the event it does not advise Landlord of its election to proceed within 5 days after its receipt of the Modified Opportunity Notice. In the event of the occurrence of a Right of First Refusal Event, Landlord shall provide Tenant with a true and correct copy of the Offer (the “Right of First Refusal Notice”). Tenant shall have ten (10) business 10 days following from its receipt of the Lease Right of First Refusal Notice to advise Landlord in which writing whether it is prepared to respond to Landlord (purchase the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to lease the available ROFO Space within the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise Leased Property on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the LeaseOffer. If Tenant’s failure to so advise Landlord within such 10 day period shall be deemed to be a determination by Tenant fails not to provide Landlord written notice exercise the right of its intent to lease the available ROFO Space within the Lease Notice Periodfirst refusal provided for herein, then Tenant's Right of First Opportunity shall expire as to the current availability of the ROFO Space, at which time Landlord shall be free to lease consummate the transaction which was the subject of the Offer; provided, however, that Landlord shall not be permitted to modify the terms specified in the Offer in an manner more favorable to the third party than those reflected in the original Offer (the “Modified Offer”) without first again offering Tenant the opportunity to consummate a transaction on the terms set forth in the Modified Offer; provided, however, that Tenant shall be deemed to have waived its right to proceed with such ROFO Space a transaction in the event it does not advise Landlord of its election to third partiesproceed within 5 days after its receipt of the Modified Offer. In the event Landlord does not consummate a transaction on the terms provided for in the Offer or the Modified Offer, as applicable, within 120 days after the date thereof, Landlord shall not be permitted to sell the Leased Property to the Offeror or to any other party, whether on the terms set forth in the Offer or the Modified Offer, as applicable, or pursuant to a new Offer without again first offering Tenant an option to consummate a transaction on the terms specified in the Offer, the Modified Offer or any new Offer, as applicable; provided, however, that Tenant shall be deemed to have waived its rights hereunder in the event it does not advise Landlord of its election to proceed within 5 days after its receipt of another copy of the Offer or of the Modified Offer or the new Offer, as applicable. In the event Tenant exercises its right of first refusal or right of first opportunity provided for herein, Tenant and Landlord shall have a period of 30 days in which to enter into one or more written agreements outlining the terms and conditions, in addition to those set forth in the Offer or Modified Offer, if applicable, on which the sale will occur (the “Transaction Documents”). In the event Landlord and Tenant fail to execute the Transaction Documents within said 10 day period, then Tenant shall be deemed to have forfeited its rights hereunder with respect to such transaction; provided, however, that Landlord shall not be permitted to sell the Leased Property to any other person or entity on terms which are less favorable to Landlord than those offered to Tenant during the Protected Period or beyond the expiration of the 120 day period provided for in clause (c), without first complying with the terms of this §13.1 unless Landlord and Tenant failed to execute the Transaction Documents as a result of Tenant’s bad faith in the negotiation of the terms of such Transaction Documents, in which case Landlord shall be permitted to sell the Leased Property to any other person or entity regardless of the terms of such transaction. 3360\019:05/27/04 --LEASE 7 TBARKE\COLUMBIA PACIFIC XXX\XXXXX XXXXXXX 00 Any sale of the Leased Property by Landlord pursuant to this §13, other than to Tenant, shall be subject to the rights of Tenant under this Lease, including, but not limited to, its rights under this §13. Any closing pursuant to, and Tenant's Right the consequences to Tenant of First Opportunity failing to close after exercising its rights under §13.1, shall be in accordance with the terms set forth in the Offer or Modified Offer and in the Transaction Documents executed pursuant to the terms of no further force or effect until such time as another ROFO Space is subsequently available for leasethis Article 13.

Right of First Opportunity. The Tenant has requested that Landlord grant to Tenant a right to lease any existing tenant space in shall have the Valley Centre Corporate Park that becomes available after the date on which this Amendment is fully executed (each, a “ROFO Space”), and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to Tenant a right of first opportunity to lease premises located on the first (1st), fifth (5th) and sixth (6th) floors of the Building (the “Right "First Opportunity Premises") on the terms and conditions and subject to the limitation more particularly set out in paragraph (6) of First Opportunity”) to lease each ROFO Space as it becomes available, the Fourth Lease Amendment provided that the Tenant is then not in default under the terms of the Lease and this Fifth Lease Amendment. In the event that any ROFO Space becomes available for lease during the term of this Lease. Tenant may, however, exercise its Right of First Opportunity in accordance shall agree with the terms of this paragraph only with respect Landlord to an entire ROFO Space, and only if Tenant has not been in default of lease any of the termsFirst Opportunity Premises for a term commencing before the 1st day of August, covenants 1999 and conditions ending on the expiry of the Additional Premises Term, then the basic rent for such premises shall be based on an annual rental rate of Eight 50/100 Dollars ($8.50) until the 31st day of January, 2000 and on an annual rental rate of Twelve Dollars ($l2.O0) from the 1st day of February, 2000 until the 31st day of January, 2005. Any premises leased pursuant to this Lease beyond applicable notice right of first opportunity shall be leased on an "as is, as viewed" basis and cure periodsthe Landlord shall not provide any tenant's allowance, fixturing period or tenant's inducement and shall not be required to complete any Landlord's work for or to such premises whatsoever, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as provisions of the commencement Lease, herein or in any earlier lease amendment, which relate to any of the lease of foregoing being provided by the offered ROFO Space. Following Landlord, waived by the expiration Landlord, not made by the Landlord or of a lease affecting similar nature shall not be effective in any ROFO Space (manner whatsoever in respect of such premises. Notwithstanding anything contained herein or in anticipation of such expiration), but prior to offering any ROFO Space for lease to third parties, Landlord shall provide Tenant with written notification that a ROFO Space is available, and the then-current market terms on which Landlord is willing to lease such ROFO Space, which terms shall include but not be limited Lease to the term contrary, the right of lease for the ROFO Space early termination referred to in paragraph (5) hereof and the rent applicable thereto (the “Lease Notice”). Tenant shall have ten in paragraph (10) business days following receipt or the Fourth Lease Amendment shall not be applicable to any of the Lease Notice in which to respond to Landlord (the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to lease the available ROFO Space within the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the Lease. If Tenant fails to provide Landlord written notice of its intent to lease the available ROFO Space within the Lease Notice Period, then Tenant's Right of First Opportunity shall expire as to the current availability of the ROFO Space, Landlord shall be free to lease such ROFO Space to third parties, and Tenant's Right of First Opportunity shall be of no further force or effect until such time as another ROFO Space is subsequently available for lease.Premises. INITIAL /s/ Tenant /s/ Landlord

Right of First Opportunity. Tenant has requested that Landlord grant to Tenant a right to lease any existing tenant space in During the Valley Centre Corporate Park that becomes available period from and after the date on which of execution of this Amendment is fully executed Lease through the initial Term of this Lease (each, a the “ROFO SpaceFirst Opportunity Period”), and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to Tenant shall have a right of first opportunity (the “Right of First Opportunity”) to lease any available rentable space located in the Building, and to the extent that no further rentable space remains in the Building, then in the adjacent building located at 0000 000xx Xxxxxx XX and commonly known as the “Conifer Building” (each ROFO Space as it becomes availablesuch space a “First Opportunity Space”), in accordance with, and subject to, the terms and conditions set forth in this Exhibit K in the event that any ROFO the First Opportunity Space becomes “available for lease during the term of this Lease. Tenant may, however, exercise its Right of First Opportunity in accordance with the terms of this paragraph only with respect to an entire ROFO Space, and only if Tenant has not been in default of any of the terms, covenants and conditions of this Lease beyond applicable notice and cure periods, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as of the commencement of the lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation of such expiration), but prior to offering any ROFO Space for lease to third parties” (as defined below) and Landlord receives a request for proposal, Landlord shall provide Tenant with written notification that a ROFO Space is availableletter of intent, and the then-current market terms on which Landlord is willing to lease such ROFO Space, which terms shall include but not be limited to the term of lease or a similar offer for the ROFO Space and the rent applicable thereto leasing of such space from a qualified third party (the a “Lease NoticeThird Party Offer”). Tenant For purposes hereof, a First Opportunity Space shall have ten become “available for lease to third parties” if (10a) business days following receipt Landlord is free to lease the space to the general public unencumbered by any renewal rights, extension rights, expansion rights, rights of First Opportunity, rights of first refusal or other similar rights in favor of other tenants in the Project; and (b) Landlord intends to market the space to the general public (i.e., the space will not be occupied by Landlord, any of its Affiliates or successors, or by an existing tenant of the Lease Notice space, whether or not the renewal or extension of the existing tenant’s lease is pursuant to an express written provision in which such tenant’s lease, and without regard to respond whether such renewal or extension is characterized by the parties thereto as a “renewal”, “extension” or “new lease”) (all of the foregoing described in clauses (a) and (b) being herein collectively referred to Landlord (the as “Lease Notice PeriodSuperior Rights”). If In the event that Tenant provides Landlord with written notice exercises its Termination Option as provided in Exhibit I of its intent to lease the available ROFO Space within the Lease Notice Periodthis Lease, Landlord this Exhibit K shall automatically terminate and Tenant shall promptly enter into a lease for such space on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the Lease. If Tenant fails to provide Landlord written notice of its intent to lease the available ROFO Space within the Lease Notice Period, then Tenant's Right of First Opportunity shall expire as to the current availability of the ROFO Space, Landlord shall be free to lease such ROFO Space to third parties, and Tenant's Right of First Opportunity shall be of no further force or effect until such time as another ROFO Space is subsequently available for leaseeffect.

Right of First Opportunity. Tenant has requested that Landlord grant Subject to Tenant a right to lease any the existing tenant space in the Valley Centre Corporate Park that becomes available after the date tenants’ rights identified on which this Amendment is fully executed Schedule 7 (each, a “ROFO SpaceExisting Rights”), and provided Tenant is not in Default as of the date Tenant notifies Landlord is agreeable of its desire to doing so on the terms exercise a Right of this Paragraph 9. Landlord grants to First Opportunity (as defined below), Tenant shall have a right of first opportunity prior to Landlord’s lease of the Right of First Opportunity Premises (defined below) to a third party through the end of the Term, as same may be extended pursuant to the terms of Article 34 hereof (“Right of First Opportunity”) to lease each ROFO Space as it becomes available, (a) any space contiguous to the Premises or (b) any other space in the event that Building which equals or exceeds fifty percent (50%) of a full floor (the “Right of First Opportunity Premises”), subject to the terms and conditions hereof. Notwithstanding the foregoing, the Right of First Opportunity shall not apply to any ROFO Space becomes available for lease during lease, the term of which is to commence within the last six (6) months of the Term of this Lease, as the same may be extended pursuant to the term of Article 34 hereof. Landlord shall, prior to Landlord’s lease of any of the Right of First Opportunity Premises, notify Tenant, in writing (“Landlord’s Notice”) (i) as to the date in the future (“Availability Date”) when such Right of First Opportunity Premises shall be available to Tenant, (ii) Landlord’s determination of the Fair Market Rental Value in accordance with Schedule 6, attached (“Landlord’s Notice”), (iii) any allowances or rent concessions being offered by Landlord with respect to the Right of First Opportunity Premises, (iv) and the base year, if other than a full pass through for Expenses, Common Area Charges and Taxes applicable to the Right of First Opportunity Premises. Tenant maymust notify Landlord, howeverin writing, within twenty (20) days immediately following Tenant’s receipt of Landlord’s Notice of Tenant’s desire to exercise its Right of First Opportunity in accordance with the terms of this paragraph only with respect to an entire ROFO Space, and only if Tenant has not been in default that portion of any of the terms, covenants and conditions of this Lease beyond applicable notice and cure periods, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is Premises designated in Landlord’s Notice (“Designated Space”). Tenant’s Right of First Opportunity must be exercised or as to one hundred percent (100%) of the commencement Designated Space upon the terms set forth in Landlord’s notice. If Tenant does not notify Landlord of its election to exercise its Right of First Opportunity with respect to the Designated Space within said twenty (20) day period, then, in such case, Tenant shall be deemed to have elected not to exercise its Right of First Opportunity with respect to the Designated Space and shall be deemed to have waived its Right of First Opportunity with respect to such Designated Space. Notwithstanding the foregoing, in the event the Designated Space is not leased to a third party at greater than or equal to ninety-five percent (95%) of the lease Fair Market Rental Value proposed in Landlord’s Notice on or before two hundred seventy (270) days after the date of Landlord’s Notice, Tenant’s Right of First Opportunity with respect to the offered ROFO SpaceDesignated Space shall be deemed reinstated. Following the expiration of a lease affecting any ROFO Space (or in anticipation of In such expiration), but prior to offering any ROFO Space for lease to third partiesevent, Landlord shall provide notify Tenant of the reinstatement of Tenant’s Right of First Opportunity with written notification that a ROFO Space is available, and the then-current market terms on which Landlord is willing to lease such ROFO Space, which terms shall include but not be limited respect to the term of lease for the ROFO Designated Space and the rent applicable thereto (the “Lease Reinstatement Notice”). Tenant shall have ten (10) business days following after receipt of the Lease Reinstatement Notice in which to respond advise Landlord of its election to Landlord (the “Lease Notice Period”)exercise its Right of First Opportunity. If Tenant provides does not notify Landlord with written notice of its intent election to exercise its Right of First Opportunity with respect to the Designated Space within said ten (10) day period, then, in such case, Tenant shall be deemed to have elected not to exercise its Right of First Opportunity with respect to the Designated Space and shall be deemed to have waived its Right of First Opportunity with respect to such Designated Space. If Tenant elects to exercise its Right of First Opportunity and so notifies Landlord of same within the aforesaid time periods, then, in such case, Tenant shall lease the available ROFO Designated Space within as of the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise Availability Date on the same terms and conditions contained in Landlord’s Notice except (with i) Base Rent for the exception of any free rent, Tenant Improvements or tenant improvement allowanceDesignated Space shall be the then Fair Market Rental Value (“First Opportunity Base Rent”) as are set forth in Landlord’s Notice or if disputed by Tenant, determined pursuant to Schedule 6 hereof, (ii) the Lease. If Tenant fails to provide Landlord written notice term “Premises” for all purposes of its intent to lease the available ROFO Lease shall include the Designated Space (iii) the numerator of Tenant’s Proportionate Share shall increase by the amount of the rentable area contained within the Lease Notice Period, then Tenant's Right of First Opportunity Designated Space (iv) the Designated Space shall expire as (a) to the current availability extent unimproved be delivered to Tenant in the then as-is condition with an allowance equal to allowance, if any, specified in Landlord’s Notice (prorated to the extent the Term remaining herein is less than that set forth in Landlord’s Notice) and (iv) the term applicable to the Designated Space shall be the balance of the ROFO Space, Term as of the date Landlord shall be free to lease such ROFO delivers the Designated Space to third parties, and Tenant's Right of First Opportunity shall be of no further force or effect until such time as another ROFO Tenant set forth in Landlord’s Notice (“Designated Space is subsequently available for leasePossession Date”).

Right of First Opportunity. Tenant has requested that Landlord grant to Tenant a right to lease any existing tenant space in the Valley Centre Corporate Park that becomes available after the date on which this Amendment is fully executed (each, a “ROFO Space”), and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to Tenant a right of first opportunity (the “Right of First Opportunity”) to lease each ROFO Space as it becomes available, in the event that any ROFO Space becomes available for lease during the term of this Lease. Tenant may, however, exercise its This Right of First Opportunity in accordance with the terms shall apply to Building G, Unit 140 of this paragraph only with respect 22118 20th Avenue SE, Bothell, Washingxxx 00000 (xxx "Xxxansion Spaxx"). Xxxx Xxxxx xx Xxxxx Xxxxxxxxxxx xxxxx be subordinate to an entire ROFO Space, and only if Tenant has not been in default of any of the terms, covenants and conditions of this Lease beyond applicable notice and cure periods, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or other pre-existing tenant's expansion rights as of the commencement date of mutual execution of this Second Amendment and Landlord shall further be entitled to voluntarily allow existing tenants to extend or renew their leases. Except as provided above, at such time as Landlord intends to offer all or any part of the lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation of such expiration), but prior to offering any ROFO Expansion Space for lease to third partieslease, Landlord shall provide Tenant with written notification that a ROFO Space is availableso notify Tenant, and which notice shall include the then-current market terms (rate, term, etc.) on which Landlord is willing intends to lease such ROFO Space, which terms shall include but not be limited to offer the term of lease for the ROFO Expansion Space and the rent applicable thereto or part thereof (the “Lease Notice”"Offered Space"). If Landlord is offering a portion of the Expansion Space in conjunction with other, adjacent space, Landlord may designate the entirety of such offered space as the Offered Space. Tenant shall have ten five (105) business days following from receipt of the Lease Notice in which such notice to respond notify Landlord that Tenant agrees to Landlord (the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to lease the available ROFO Space within the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space the Offered Space on the same monetary terms and conditions as are set forth in, and stated in Landlord's notice or to enter into a lease for the term specified in, the Lease Notice, but otherwise Offered Space on the same such other terms as may be mutually agreeable to Landlord and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the Leasetheir sole discretion. If Tenant fails to provide does not enter into a lease for the Offered Space as provided in the proceeding sentence, this Right of First Opportunity immediately and without further action by Landlord written shall terminate in its entirety. This Right of First Opportunity shall be exercisable by Tenant only if Tenant is in possession of the Premises under this Lease and is not then, nor, from and after the parties' mutual execution of this Second Amendment, ever has been, in default beyond any applicable notice and cure period under this Lease. Notwithstanding any other provision of its intent to lease the available ROFO Space within the Lease Notice Periodthis Section, then Tenant's this Right of First Opportunity shall expire as to on the current availability Expiration Date of the ROFO SpaceExtended Term or the earlier termination of the Lease, Landlord shall be free provided that if Tenant exercises its Option to lease such ROFO Space to third partiesRenew, and Tenant's this Right of First Opportunity shall be extended until the expiration or termination of no further force the Second Extended Term. Furthermore, this Right of First Opportunity shall be personal to Tenant and may not be exercised by any subtenant or effect until such time as another ROFO Space is subsequently available for leaseassignee of Tenant.

Right of First Opportunity. Tenant has requested that Landlord grant to Tenant a right to lease any existing tenant space in the Valley Centre Corporate Park that becomes available after the date on which this Amendment is fully executed (each, a “ROFO Space”), and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to Tenant a right of first opportunity (the “Right of First Opportunity”) to lease each ROFO Space as it becomes available, in In the event that any ROFO Space becomes available for lease during Landlord determines to sell the term of this Lease. Tenant may, however, exercise its Right of First Opportunity in accordance with the terms of this paragraph only with respect to an entire ROFO Space, and only if Tenant has not been in default of any of the terms, covenants and conditions of this Lease beyond applicable notice and cure periods, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as of the commencement of the lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation of such expiration), but prior to offering any ROFO Space for lease to third partiesPremises, Landlord shall provide give Tenant with written notification that a ROFO Space is available, and the then-current market terms on which Landlord is willing to lease notice of such ROFO Space, which terms shall include but not be limited to the term of lease for the ROFO Space and the rent applicable thereto intent (the “Lease Landlord’s Sale Notice”). Tenant shall have ten thirty (1030) business days following receipt after Landlord’s Sale Notice to negotiate for the purchase of the Lease Notice Premises. Landlord shall negotiate with Tenant during such period in which good faith. In the event Landlord and Tenant do not execute a purchase agreement within such thirty-day period, subject to respond extensions mutually agreed upon in writing by the parties. Landlord shall thereafter have the right to sell the Premises. subject to the terms of this Lease, to any third party on any terms and conditions negotiated with such third party. Notwithstanding the foregoing, in the event the purchase price for the Premises negotiated with such third party is less than 93% of the amount last offered by Landlord to Tenant for the Premises, Landlord shall notify Tenant (the “Lease Notice PeriodSecond Notice”)) and provide Tenant with a copy of such third-party purchase agreement. If Tenant provides Landlord with written notice of its intent to lease the available ROFO Space within the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease have fifteen (15) days after the Second Notice to purchase the Premises for such space on the same monetary purchase price and terms and conditions as are set forth in, agreed with such third party by executing and for returning to Landlord the term specified in, the Lease Notice, but otherwise on the same terms and conditions (purchase agreement given with the exception of any free rent, Second Notice. In the event Tenant Improvements or tenant improvement allowancedoes not execute the purchase agreement given with the Second Notice within such fifteen (15) as are set forth in the Lease. If Tenant fails to provide Landlord written notice of its intent to lease the available ROFO Space within the Lease Notice Period, then Tenant's Right of First Opportunity shall expire as to the current availability of the ROFO Spaceday period, Landlord shall be free to lease sell the Premises to such ROFO Space third party or any other party subject to third partiesthe purchase price restriction set forth above. The right in this Section 43 shall apply only to the sale of the Premises by Landlord, XX-XX AtriCure, LLC, and Tenant's Right of First Opportunity not to any subsequent landlord and shall be null and void and of no further force or and effect until such time as another ROFO Space is subsequently available for leaseafter the completion of the sale by the original landlord named hereunder.

Right of First Opportunity. Tenant has requested that Landlord grant to Tenant a right to lease any existing tenant space in the Valley Centre Corporate Park that becomes available after the date on which this Amendment is fully executed (each, a “ROFO Space”), and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to Tenant a right of first opportunity (the “Right of First Opportunity”) to lease each ROFO Space as it becomes available, in the event that any ROFO Space becomes available for lease during the term of this Lease. Tenant may, however, exercise its This Right of First Opportunity in accordance with shall apply to those portions of the Building not included within the initial Premises (the "Expansion Space"). At such time as Landlord intends to offer all or part of the Expansion Space for lease (other than pursuant to an expansion or renewal right of another tenant existing as of the date of full execution of this Lease), Landlord shall so notify Tenant, which notice shall include the terms (rate, term, etc.) on which Landlord intends to offer the Expansion Space or part thereof (the "Offered Space"). Regardless of this paragraph only whether Landlord intends to offer a tenant improvement allowance to the general public, in its notice to Tenant, Landlord shall set forth what the offer would be if a Five Dollar ($5.00) per rentable square foot improvement allowance were offered for improvement of the Expansion Space. In addition, the Expansion Space shall include use of parking stalls, without charge, at the same ratio of parking stalls to rentable square footage of the Expansion Space as exists with respect to an entire ROFO Space, and only if Tenant has not been in default of any the rentable square footage of the terms, covenants initial Premises and conditions the number of this Lease beyond applicable notice and cure periods, and parking stalls provided pursuant to Section 1(1). If Landlord is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as offering a portion of the commencement of Expansion Space in conjunction with other, adjacent space, Landlord may designate the lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation entirety of such expiration), but prior to offering any ROFO Space for lease to third parties, Landlord shall provide Tenant with written notification that a ROFO Space is available, and offered space as the then-current market terms on which Landlord is willing to lease such ROFO Offered Space, which terms shall include but not be limited to the term of lease for the ROFO Space and the rent applicable thereto (the “Lease Notice”). Tenant shall have ten five (105) business days following from receipt of the Lease Notice in which such notice to respond notify Landlord that Xxxxxx agrees to Landlord (the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to lease the available ROFO Space within the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space the Offered Space on the same monetary terms and conditions as are set forth in, and stated in Landlord's notice or to enter into a lease for the term specified in, Offered Space on such other terms as may be mutually agreeable to Landlord and Tenant in their sole discretion. If Xxxxxx does not enter into a lease for the Lease Notice, but otherwise on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) Offered Space as are set forth provided in the Lease. If Tenant fails to provide Landlord written notice of its intent to lease the available ROFO Space within the Lease Notice Periodproceeding sentence, then Tenant's this Right of First Opportunity shall expire as to the current availability of the ROFO Space, immediately and without further action by Landlord shall be free to lease such ROFO Space to third parties, and Tenant's terminate in its entirely. The Right of First Opportunity shall be exercisable by Tenant only if Tenant is in possession of no further force the Premises under this Lease and is not then nor has ever been in material default under this Lease. The Right of First Opportunity is personal to Tenant and shall not be exercisable by any assignee or effect until such time as another ROFO Space is subsequently available for leasesublessee.

Right of First Opportunity. Tenant has requested that Landlord grant Sublessor hereby grants to Tenant a Sublessee the right of first offer with respect to lease (a) the space on the first floor of the Building previously leased by NEPCO (the “NEPCO Space”) and (b) any existing tenant space in the Valley Centre Corporate Park Building that becomes is presently occupied by Sublessor that Sublessor elects to make available after for sublease during the date on which this Amendment is fully executed Term (each, a the “ROFO RFO Space”), . The NEPCO Space is currently vacant and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to Tenant a right of first opportunity (the “Right of First Opportunity”) to lease each ROFO Space as it becomes available, in the event that any ROFO Space becomes available for lease sublease and Sublessor may give Sublessee notice of the availability of the NEPCO Space at any time during the term Term. If Sublessor elects to make available any of this Leasethe RFO Space for sublease during the Term, then Sublessor shall give Sublessee notice of the availability of the RFO Space. Tenant may, however, exercise its Right of First Opportunity in accordance with the terms of this paragraph only Any such notice with respect to an entire ROFO either the NEPCO Space or the RFO Space is hereinafter referred to as the “Offer Notice”. The Offer Notice shall set forth the terms on which Sublessor is willing to lease the NEPCO Space and/or the RFO Space, and only if Tenant has not been in default of any of the provided, that such terms shall represent bona fide market terms, covenants and conditions of this Lease beyond applicable notice and cure periods, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as of the commencement of the lease of the offered ROFO Space. Following the expiration of shall reflect a lease affecting any ROFO Space (or in anticipation of such expiration), but prior to offering any ROFO Space for lease to third parties, Landlord shall provide Tenant with written notification that a ROFO Space is available, and rent no higher than the then-current fair market terms on which Landlord is willing rent for the space as reasonably determined by Sublessor. To exercise the right of first offer, Sublessee must within ten (10) days after receipt of the Offer Notice give Sublessor notice of its acceptance of Sublessor’s offer to lease such ROFO Space, which terms shall include but not be limited to the term of lease for NEPCO Space and/or the ROFO RFO Space and the rent applicable thereto (the “Lease Acceptance Notice”). Tenant shall have If Sublessee gives the Acceptance Notice within such ten (10) business days following receipt of the Lease Notice in which to respond to Landlord (the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to day period, then Sublessor shall lease the available ROFO NEPCO Space within and/or the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space RFO Space to Sublessee on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the LeaseOffer Notice. If Tenant Sublessee fails to provide Landlord written notice of its intent to lease give the available ROFO Space Acceptance Notice within the Lease Notice Periodsuch ten (10) day period, then Tenant's Right the right of First Opportunity first offer shall expire immediately terminate as to the current availability of NEPCO Space and/or the ROFO RFO Space, Landlord and Sublessor shall be free to lease such ROFO the NEPCO Space and/or the RFO Space, or portions thereof, to third parties. If the NEPCO Space is thereafter leased, but subsequently again becomes vacant and available for sublease during the Term, or if Sublessor elects subsequently to make available any of the RFO Space for sublease during the Term, then Sublessor shall give Sublessee notice of the availability of the NEPCO Space and/or the RFO Space, as the case may be (the “Offer Notice”) and the terms on which Sublessor is willing to lease the NEPCO Space and/or the RFO Space, provided, that such terms shall represent bona fide market terms, and Tenant's Right shall reflect a rent no higher than the then-current fair market rent for the space, as reasonably determined by Sublessor. To exercise this second opportunity for the right of First Opportunity first offer, Sublessee must within ten (10) days after receipt of the Offer Notice give Sublessor notice of its acceptance of Sublessor’s offer to lease the NEPCO Space and /or the RFO Space (“Acceptance Notice”). If Sublessee gives the Acceptance Notice within such ten (10) day period, then the Sublessor shall lease the NEPCO Space and /or the RFO Space to Sublessee on the terms set forth in the Offer Notice. If the Sublessee fails to give the Acceptance Notice within such ten (10) day period, then this second opportunity for the right of first offer shall immediately terminate as to the NEPCO Space and/or the RFO Space, and Sublessor shall be of no further force free to lease the NEPCO Space and/or the RFO Space, or effect until such time as another ROFO Space is subsequently available for leaseportions thereof, to third parties.

Right of First Opportunity. If (i) at any time there is no space available for lease (as defined in Section 28B) in the Building, (ii) Tenant is leasing at least a Rentable Area equal to the Initial Rentable Area and (iii) Tenant has requested that not exercised an Extension Option with respect to less than seventy-five percent (75%) of the Premises then with respect to any lease which Landlord grant hereafter intends to enter into with a third-party tenant for either all or any portion of the Option Space (but excluding any new or renewal lease or lease expansion with any then existing tenant of all or any portion of the Option Space pursuant to an option or right in such tenant’s lease or, with respect to a renewal lease, pursuant to new negotiations between Landlord and such tenant), Landlord shall give Tenant a right written notice of such intent (“Landlord’s Notice”) prior to Landlord entering into such lease. Tenant’s rights hereunder shall not be applicable to any such Option Space which becomes available for leasing during the last year of the Term (i.e., the last year of the initial Term or the last year of the First Extension Term unless Tenant has exercised the applicable Extension Option) or the last three (3) years of the Second Extension Term. Landlord’s Notice shall specify (i) the location and rentable area of the portion of the Option Space which Landlord desires to lease any existing tenant space in (which is henceforth referred to as the Valley Centre Corporate Park that becomes available after the date on which this Amendment is fully executed (each, a “ROFO Actual Option Space”), (ii) the proposed lease term for the Actual Option Space, (iii) the date the Actual Option Space shall be available for occupancy, (iv) the annual rate of base rent per square foot of rentable area which Landlord desires to charge for the Actual Option Space, (v) the amount of all rent adjustments which Landlord desires to charge for the Actual Option Space, including, without limitation, fixed and/or indexed rent adjustments and rent adjustments for Expenses and Taxes for the Building (and corresponding base year, if applicable), and (vi) the tenant concessions (e.g., rent abatements and tenant improvement allowances), if any, which Landlord is agreeable would be willing to doing so on provide to lease the terms of this Paragraph 9Actual Option Space. Landlord grants to Tenant shall thereupon have a right of first opportunity (the “Right of First Opportunity”) to lease each ROFO Space as it becomes availableall, in but not less than all, of the event that any ROFO Space becomes available for lease during the term of this Lease. Tenant may, however, exercise its Right of First Opportunity in accordance with the terms of this paragraph only with respect to an entire ROFO Actual Option Space, and only if Tenant has not been in default of any of the terms, covenants and conditions of this Lease beyond applicable notice and cure periods, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as of the commencement of the lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation of such expiration), but prior to offering any ROFO Space for lease to third parties, Landlord shall provide Tenant with written notification that a ROFO Space is available, and the then-current market terms on which Landlord is willing to lease such ROFO Space, which terms shall include but not be limited subject to the term of lease for the ROFO Space and the rent applicable thereto (the “Lease Notice”). Tenant shall have ten (10) business days following receipt of the Lease Notice in which to respond to Landlord (the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to lease the available ROFO Space within the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the Lease. If Tenant fails to provide Landlord written notice of its intent to lease the available ROFO Space within the Lease Notice Period, then Tenant's Right of First Opportunity shall expire as to the current availability of the ROFO Space, Landlord shall be free to lease such ROFO Space to third parties, and Tenant's Right of First Opportunity shall be of no further force or effect until such time as another ROFO Space is subsequently available for lease.conditions:

Right of First Opportunity. Provided the Tenant has requested that Landlord grant is not in material default under the Lease and subject to Tenant a right prior rights previously granted to lease any existing tenant space tenants in the Valley Centre Corporate Park that becomes available after Building, the date on which this Amendment is fully executed (each, a “ROFO Space”), and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to Tenant shall have a right of first opportunity (during the “Right of First Opportunity”) Term to lease each ROFO Space as it becomes availableall of the office space on the SIXTEENTH (16(h)) floor of the Building, in the event that any ROFO Space becomes which is or may become available for lease during by the term of this LeaseLandlord. The Landlord undertakes to give the Tenant may, however, exercise its Right of First Opportunity in accordance with the terms of this paragraph only with respect written notice containing all relevant information pertaining to an entire ROFO Space, and only if Tenant has not been in default of any of the terms, covenants and conditions of this Lease beyond applicable notice and cure periods, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as of the commencement of the bona fide offer received from others to lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation of such expiration), but prior to offering any ROFO Space for lease to third parties, Landlord shall provide Tenant with written notification that a ROFO Space is availablespace, and the then-current market terms on which Landlord is willing to lease such ROFO Space, which terms shall include but not be limited to the term of lease for the ROFO Space and the rent applicable thereto (the “Lease Notice”). Tenant shall thereupon have ten FIVE (105) business days following receipt of the Lease Notice in which to respond confirm in writing to the Landlord (the “Lease Notice Period”). If Tenant provides Landlord with written notice that it elects to exercise its right of its intent to lease the available ROFO Space within the Lease Notice Period, Landlord first opportunity and Tenant shall promptly enter into a lease for amending agreement covering such space. In the event of such election, the parties shall have an additional period of thirty (30) days to enter into a lease amending agreement covering such space on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (as the Lease and renewal rights, but excluding those dealing with Rent and Tenant inducements and the Term. The term of the lease for any such space shall be co-terminus with the exception residue of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the Term of the Lease. If The present clause shall apply each time space on the 16th floor becomes available, whether or not Tenant has previously exercised the right herein contained, the intent being that the Tenant’s right shall be a continuing right. LANDLORD TENANT RA PO Rent and Tenant inducements shall be negotiated based on market rate, but while taking into account, however, the remainder of the term of the Lease, at the time that the Tenant takes possession of the expansion space under this right. In the event that the Tenant does not elect to exercise its right of first opportunity and fails to provide Landlord written notice of its intent to lease the available ROFO Space confirm such exercising in writing within the Lease Notice Periodsaid period of FIVE (5) business days, then Tenant's Right of First Opportunity shall expire as to the current availability of the ROFO Space, Landlord shall thereupon be entirely free to lease such ROFO Space space to a third parties, and Tenant's Right of First Opportunity shall be of no further force or effect until such time as another ROFO Space is subsequently available for leaseparty.

Right of First Opportunity. 26.1 Subject to the existing tenants' rights identified on Exhibit J attached hereto ("Existing Rights"), provided Tenant has requested that Landlord grant to Tenant a right to lease any existing tenant space is not in the Valley Centre Corporate Park that becomes available after Default as of the date on which this Amendment is fully executed Tenant notifies Landlord of its desire to exercise a Right of First Opportunity (each, a “ROFO Space”as defined below), and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to Tenant shall have a right of first opportunity prior to Landlord's lease of the Right of First Opportunity Premises (defined below) to a third party through the “end of the Term, as same may be extended, pursuant to the terms of Article XXVI hereof ("Right of First Opportunity”") to lease each ROFO Space (a) any retail space located in the Building, as it becomes availablethe same may exist from time to time, or (b) any space contiguous to the Premises on the 7th and/or 10th floors (either, the "Right of First Opportunity Premises"), subject to the terms and conditions hereof. Notwithstanding the foregoing, the Right of First Opportunity shall not apply to any lease, the term of which is to commence within the last six (6) months of the Term of this Lease, as the same may be extended. Landlord shall, prior to Landlord's lease of any of the Right of First Opportunity Premises, notify Tenant, in writing ("Landlord's Notice") (i) as to the date in the future ("Availability Date") when such Right of First Opportunity Premises shall be available to Tenant, (ii) Landlord's determination of the Expansion Prevailing Market Rate as defined below ("Landlord's Notice"), (iii) any allowances or rent concessions being offered by Landlord with respect to the Right of First Opportunity Premises, (iv) and the base year, if other than a full pass through for Operating Expenses and Taxes applicable to the Right of First Opportunity Premises. In the event that any ROFO Space becomes available for lease during Tenant disagrees with Landlord’s determination of Expansion Prevailing Market Rate, then, at Tenant’s election, the term parties shall determine Expansion Prevailing Market Rate in accordance with the provisions of this LeaseArticle XXVII (f) (except the first sentence thereof) and Article XXVII (g). Tenant maymust notify Landlord, howeverin writing, within twenty (20) days immediately following Tenant's receipt of Landlord's Notice of Tenant's desire to exercise its Right of First Opportunity in accordance with the terms of this paragraph only with respect to an entire ROFO Space, and only if Tenant has not been in default that portion of any of the terms, covenants and conditions of this Lease beyond applicable notice and cure periods, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is Premises designated in Landlord's Notice ("Designated Space"). Tenant's Right of First Opportunity must be exercised or as to one hundred percent (100%) of the commencement Designated Space upon the terms set forth in Landlord's notice. If Tenant does not notify Landlord of its election to exercise its Right of First Opportunity with respect to the Designated Space within said twenty (20) day period, then, in such case, Tenant shall be deemed to have elected not to exercise its Right of First Opportunity with respect to the Designated Space and shall be deemed to have waived its Right of First Opportunity with respect to such Designated Space. Notwithstanding the foregoing, in the event the Designated Space is not leased to a third party at greater than or equal to ninety-five percent (95%) of the lease Expansion Prevailing Market Rate proposed in Landlord's Notice on or before two hundred seventy (270) days after the date of Landlord's Notice, Tenant's Right of First Opportunity with respect to the offered ROFO SpaceDesignated Space shall be deemed reinstated. Following the expiration of a lease affecting any ROFO Space (or in anticipation of In such expiration), but prior to offering any ROFO Space for lease to third partiesevent, Landlord shall provide notify Tenant of the reinstatement of Tenant's Right of First Opportunity with written notification that a ROFO Space is available, and the then-current market terms on which Landlord is willing to lease such ROFO Space, which terms shall include but not be limited respect to the term of lease for the ROFO Designated Space and the rent applicable thereto (the “Lease "Reinstatement Notice”"). Tenant shall have ten (10) business days following after receipt of the Lease Reinstatement Notice in which to respond advise Landlord of its election to Landlord (the “Lease Notice Period”)exercise its Right of First Opportunity. If Tenant provides does not notify Landlord with written notice of its intent election to exercise its Right of First Opportunity with respect to the Designated Space within said ten (10) day period, then, in such case, Tenant shall be deemed to have elected not to exercise its Right of First Opportunity with respect to the Designated Space and shall be deemed to have waived its Right of First Opportunity with respect to such Designated Space. If Tenant elects to exercise its Right of First Opportunity and so notifies Landlord of same within the aforesaid time periods, then, in such case, Tenant shall lease the available ROFO Designated Space within as of the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise Availability Date on the same terms and conditions contained in Landlord's Notice except (with i) Basic Rent for the exception of any free rent, Tenant Improvements or tenant improvement allowance) Designated Space shall be the then Expansion Prevailing Market Rate as are set forth in Landlord's Notice or as determined pursuant to Article XXVII(f) and (g) below, (ii) the Lease. If Tenant fails to provide Landlord written notice term "Premises" for all purposes of its intent to lease the available ROFO Space Lease shall include the Designated Space, (iii) the numerator of Tenant's Proportionate Share shall increase by the amount of the rentable area contained within the Lease Notice PeriodDesignated Space, then Tenant's Right of First Opportunity (iv) the Designated Space shall expire as (a) to the current availability extent unimproved be delivered to Tenant in the then as-is condition with an allowance, if any, specified in Landlord's Notice (prorated to the extent the Term remaining herein is less than that set forth in Landlord's Notice) and (iv) the term applicable to the Designated Space shall be the balance of the ROFO Space, Term as of the date Landlord shall be free to lease such ROFO delivers the Designated Space to third parties, and Tenant's Right of First Opportunity shall be of no further force or effect until such time as another ROFO Tenant set forth in Landlord's' Notice ("Designated Space is subsequently available for leasePossession Date").

Right of First Opportunity. As long as the Tenant has requested that Landlord grant to Tenant a right to lease any existing tenant space is Architel Systems Corporation and itself is in occupation of and conducting its business in the Valley Centre Corporate Park that becomes available after whole of the date on which premises leased pursuant to the Lease and this Fourth Amendment is fully executed (each, a “ROFO Space”), and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to Tenant a right of first opportunity (the “Right of First Opportunity”) to lease each ROFO Space as it becomes available, in the event that any ROFO Space becomes available for lease during the term of this Lease. Tenant may, however, exercise its Right of First Opportunity Lease in accordance with the terms of thereof, the Tenant expressly acknowledging and agreeing that this paragraph only with respect first opportunity to an entire ROFO Spacelease is personal to it, and only if as long as the Tenant has not been in default under the Lease or hereunder, then, during the Additional Premises Term, if the Landlord wishes to lease from time to time, any premises located on the first (1st) or the fourth (4th) floor of the Building (the "Opportunity Premises"), the Tenant shall have a first opportunity to lease the Opportunity Premises in an "as is" then condition. Such first opportunity to lease shall be exercisable as follows: When the Landlord anticipates that it can lease the Opportunity Premises, or any part thereof, to a third party, the Landlord will give notice to the Tenant of the Gross Area of and location of the Opportunity Premises or part thereof it anticipates leasing, the date it will be available for occupancy, the basic rent, the term for which it is available and otherwise the terms and conditions on which the Landlord will lease the same to the Tenant. The Tenant will have five (5) business days following its receipt of the Landlord's notice to agree to lease the Opportunity Premises described in the Landlord's notice from the Landlord on the terms and conditions set out in the Landlord's notice. If within such five (5) business day period, the Tenant does not enter into an agreement to lease as aforesaid, the Landlord will be free at any time thereafter to lease all or any part of the Opportunity Premises referred to in the said notice to a third party or parties for a term no longer than the term set out in the Landlord's notice and at a basic rent no lower than set out in the Landlord's notice, but otherwise on such terms as the Landlord deems INITIAL /s/ Tenant /s/ Landlord XXXX the Landlord anticipates that it can lease the Opportunity Premises in respect of XXXX notice was given at a lower basic rent then specified in the said notice, the Opportunity Premises described in the said notice will again be subject to the foregoing first opportunity, The aforesaid first opportunity to lease shall not be applicable in respect of any of the terms, covenants and conditions of this Lease beyond applicable notice and cure periods, and Opportunity Premises which is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as presently leased with renewal rights to an existing tenant of the commencement of Landlord unless such existing tenant shall not renew its lease or which is subject to any rights that the lease of the offered ROFO Space. Following the expiration of a lease affecting Landlord shall have granted to any ROFO Space (or in anticipation of such expiration), but other tenant prior to offering any ROFO Space for lease to third parties, Landlord shall provide Tenant with written notification that a ROFO Space is available, and the then-current market terms on which Landlord is willing to lease such ROFO Space, which terms shall include but not be limited to the term of lease for the ROFO Space and the rent applicable thereto (the “Lease Notice”). Tenant shall have ten (10) business days following receipt of the Lease Notice in which to respond to Landlord (the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to lease the available ROFO Space within the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the Lease. If Tenant fails to provide Landlord written notice of its intent to lease the available ROFO Space within the Lease Notice Period, then Tenant's Right of First Opportunity shall expire as to the current availability of the ROFO Space, Landlord shall be free to lease such ROFO Space to third parties, and Tenant's Right of First Opportunity shall be of no further force or effect until such time as another ROFO Space is subsequently available for leasedate hereof.

Right of First Opportunity. Tenant has requested that With respect to any lease which -------------------------- Landlord grant hereafter intends to Tenant enter into with a right to lease third-party tenant for either (i) all or any existing tenant portion of the ROFO Space, or (ii) the space described in clause (i) above plus any other space in the Valley Centre Corporate Park that becomes available after Building (for purposes hereof, any such other space shall be deemed to be part of the date on which this Amendment is fully executed (each, a “ROFO Space”), Landlord shall give Tenant written notice of such intent ("Landlord's ROFO Notice") prior to Landlord entering into such lease. Landlord's ROFO Notice shall specify (i) the location and rentable area of the portion of the ROFO Space which Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to Tenant a right of first opportunity (the “Right of First Opportunity”) desires to lease each (which is henceforth referred to as the "Actual ROFO Space as it becomes availableSpace"), in (ii) the event that any ROFO Space becomes available proposed lease term for lease during the term of this Lease. Tenant may, however, exercise its Right of First Opportunity in accordance with the terms of this paragraph only with respect to an entire Actual ROFO Space, and only if Tenant has not been in default of any (iii) the date Landlord will deliver possession of the terms, covenants and conditions of this Lease beyond applicable notice and cure periods, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either Actual ROFO Space for Tenant to commence tenant improvements to prepare the Actual ROFO Space for Tenant's occupancy (which must be at the time the Right of First Opportunity is exercised or as of least two months prior to the commencement of the lease of term for the offered Actual ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation of such expiration), but prior to offering any ROFO Space for lease to third parties, Landlord shall provide Tenant with written notification that a ROFO Space is available, and (iv) the then-current market terms on annual rate of base rent per square foot of rentable area which Landlord is willing desires to lease such charge for the Actual ROFO Space, which terms shall include not exceed the "Fair Market Rent" for such space. "Fair Market Rent" means the annual amount per rentable square foot that a willing, comparable, non-equity, non-renewal, non-expansion new tenant would pay, and a willing landlord of a comparable first-class office building in the pertinent market would accept at arms' length, giving appropriate consideration to annual rental rates per rentable square foot, the type of escalation clauses (including, but not be limited to without limitation, operating expenses, real estate taxes and CPI), the term extent of liability under the escalation clauses (e.g., whether determined on a "net lease" basis or by increases over a particular base year or base dollar amount), abatement provisions reflecting free rent and/or no rent during the period of construction or any other period during the lease term, brokerage commissions, length of lease term, size and location of premises being leased, level of existing improvements, building standard work letter and/or tenant improvement allowances, if any, creditworthiness of tenant and other generally applicable terms and conditions of tenancy for the space in question (Landlord may exclude from such consideration the terms of any lease of space in the Building or the Phase II Building by Landlord, its managing agent or its lender or any of their affiliates), but such rental rate per rentable square foot of the ROFO Space shall not at any time during the Term be less than the rental rate per rentable square feet of the Initial Premises at such time, (v) the amount of all rent adjustments which Landlord desires to charge for the Actual ROFO Space, including, without limitation, fixed and/or indexed rent adjustments and rent adjustments for Expenses and Taxes for the Building, and (vi) the tenant concessions (e.g., rent applicable thereto abatements and tenant improvement allowances), if any, which Landlord would be willing to provide to lease the Actual ROFO Space. Items (iv) through (vi) in the “Lease preceding sentence shall be quoted by Landlord in Landlord's Notice for a hypothetical lease having a lease term which would expire on the Expiration Date of the Term (unless the commencement date of the lease term of the Actual Option Space will be on or after the third anniversary of the Commencement Date, in which case Landlord may, in Landlord's ROFO Notice”, set forth an expiration date Landlord believes will be acceptable to third parties). Tenant shall thereupon have ten a right (10) business days following receipt of the Lease Notice in which to respond to Landlord (the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to lease the available ROFO Space within the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the Lease. If Tenant fails to provide Landlord written notice of its intent to lease the available ROFO Space within the Lease Notice Period, then Tenant's "Right of First Opportunity shall expire as Opportunity") to the current availability lease all, but not less than all, of the Actual ROFO Space, Landlord shall be free subject to lease such ROFO Space to third parties, the following terms and Tenant's Right of First Opportunity shall be of no further force or effect until such time as another ROFO Space is subsequently available for lease.conditions: