Common use of Right of Offer Clause in Contracts

Right of Offer. Effective at commencement of this Second Amendment and during the term of this Lease, Tenant shall have the right of offer to lease any premises located in the Building which becomes vacant or Landlord determines will become vacant (the “Additional Premises”). Prior to leasing any Additional Premises, Landlord shall give Tenant written notice of its intent to lease the Additional Premises (a “Landlord Notice”). Tenant shall have fifteen (15) days after Landlord has given written notice in which to provide Landlord with written notice (an “Election Notice”) of its election to exercise its right to lease all of the Additional Premises (Tenant shall not have the right to elect to lease part of the Additional Premises). Tenant shall pay Base Rent for the Additional Premises at the “Market Rate” (as defined below). All of the other terms and conditions pertaining to the lease of the Additional Premises shall be agreed to by Landlord and Tenant within five (5) days after Landlord receives Tenant’s written notice. If Landlord and Tenant are unable to agree on such terms and conditions within the five (5) day period, Tenant’s right to lease the Additional Premises shall automatically expire and Tenant shall have no further right to lease the Additional Premises. All of the terms and conditions for the lease of the Additional Premises shall be satisfactory to Landlord, in Landlord’s sole discretion. If Tenant does not give Landlord written notice of its election to lease such Additional Premises within fifteen (15) days after Landlord gives Tenant its written notice of the availability of the Additional Premises, Landlord shall thereafter be free to lease such Additional Premises to a third party on any terms and conditions that Landlord shall select, with no further obligation to Tenant. In the event that Landlord offers any space to Tenant pursuant to this right of offer and Tenant does not lease the space, the space so offered shall no longer be subject to this right of offer and thereafter Landlord shall not be obligated to offer said space to Tenant. If Landlord unintentionally fails to provide a Landlord Notice to Tenant, Tenant’s sole remedy for such failure shall be to notify Landlord of the failure and to request that it be provided a Landlord Notice, and, in this event, if the Additional Premises is still available for lease (i.e., it has not been leased by Landlord to a another tenant), Landlord shall provide the Landlord Notice to Tenant. Under no circumstances shall Landlord have any legal liability to Tenant (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to Tenant. Landlord shall not be obligated to provide Tenant with notice pursuant to this section, and Tenant shall not have the right to exercise the right of offer granted in this section, at any time that Tenant has subleased all or any portion of the Premises or at any time Tenant is in default as defined in the Lease. This right of offer shall be subject to (i) the prior and existing rights of the other tenants in the Project to lease the Additional Premises and (ii) Landlord’s right, in Landlord’s sole discretion, to elect to renew or extend the lease of any tenant occupying the Additional Premises, whether or not such tenant has the legal right or option to renew or extend its lease.

Right of Offer. Effective (a) Provided that (i) this Lease is in full force and effect, and (ii) no material adverse change in Tenant’s financial condition has occurred, and (iii) that Tenant shall not, within the two (2) year period preceding the preceding the assignment or subletting contemplated hereby, have either (x) committed more than two monetary defaults as to which Landlord has issued a notice in accordance with the provisions of Paragraph 17 hereof, or (y) committed more than two non-monetary defaults as to which Landlord issued a notice in accordance with the provisions of Paragraph 17 hereof, and (iv) Tenant shall not be in default in the performance of any obligation under this Lease at any time between the date Tenant exercises its Right of Offer (as hereinafter defined) at the time of any notice herein contemplated, or at the commencement date (as set forth in paragraph 31 (b)(iv) below) for the Right of this Second Amendment and during the term of this LeaseOffer Space (as hereinafter defined) is delivered to Tenant, Tenant shall have the right (the “Right to Offer”) during the term of offer the Lease to lease any premises space located in the Building (the “Right of Offer Space”), which becomes vacant or Landlord determines receive notice will become vacant after such space has been initially let following the completion of construction of the Building, subject to any existing rights of any other tenant in any lease, and/or any option , right of extension or right of expansion heretofore granted (or hereafter granted to any present or future tenant of the “Additional Premises”Building, but only with respect to space in the Building actually occupied by such Tenant). Prior , including the rights granted to leasing any Additional PremisesXxxxxx Child Interiors , Inc. Landlord shall give notify Tenant written notice in writing if such Right of its intent Offer Space is or will become available. Tenant shall then have a period often (10) business days after receipt of such notice, time being of the essence, in which to elect in writing either to lease the Additional Premises (a “Right of Offer Space described in Landlord’s notice or refuse to lease the same. The Rent for the Right of Offer Space shall be equal to the then prevailing Market Rate as determined by Landlord Notice”)based upon current similar transactions for space available of similar size in buildings of comparable age, location and quality in the Sterling, Virginia area, but in no event less than the terms set forth in this Lease, subject to increase as provided herein. Tenant’s Right of Offer shall be exercised only with respect to all of such Right of Offer Space offered, and not to any portion thereof. Failure of Tenant to timely respond shall automatically and conclusively be deemed refusal to lease such Right of Offer Space, and Tenant shall thereafter have fifteen no further Right of Offer with respect to such space. (15b) If Tenant exercises its Right of Offer, Tenant shall, within thirty (30) days after Tenant delivers to Landlord has given notice of the exercise of such option, enter into a written agreement with Landlord modifying and supplementing this Lease as follows: (i) The Right of Offer Space shall be added to the definition of Premises under the Lease. (ii) The Lease term with respect to such Right of Offer Space shall be coterminous with the Lease term with respect to the initial Premises. (iii) The monthly Rent under the Lease for the Right of Offer Space shall be increased by an amount equal to the product obtained by multiplying (I) the number of square feet of net rentable area in the Right of Offer Space times (2) the rent determined in accordance with paragraph 3l(a) above. Additionally, Tenant’s pro rata share of Operating Costs shall be increased by the amount of the Operating Costs allocable to the Right of Offer Space (i.e. in the same manner as Tenant shall be responsible for Operating Costs allocable to the original Premises under this Lease). (iv) The commencement date for the Right of Offer Space shall be a date after Landlord’s receipt of notice in which to provide Landlord with written notice (an “Election Notice”) of its Tenant’s election to exercise its right to lease all the Right of Offer Space which is the earlier of either (y) sixty (60) days after the prior tenant of the Additional Premises Right of Offer Space vacates such space, or (z) the date Tenant shall not have actually occupies the right to elect to lease part of the Additional Premises). Tenant shall pay Base Rent same for the Additional Premises at the “Market Rate” conduct of business. (as defined below). v) All of the other terms and conditions pertaining contained in this Lease shall apply to the lease Right of the Additional Premises shall be agreed to by Landlord and Tenant within five (5) days after Landlord receives Offer Space as a result of Tenant’s written notice. If Landlord and Tenant are unable to agree on such terms and conditions within the five election hereunder. (5c) day period, Tenant’s right to lease the Additional Premises shall automatically expire and Tenant shall have no further right to lease the Additional Premises. All of the terms and conditions for the lease of the Additional Premises shall be satisfactory to Landlord, in Landlord’s sole discretion. If Tenant does not give Landlord written notice of its election to lease such Additional Premises within fifteen (15) days after Landlord gives Tenant its written notice of the availability of the Additional Premises, Landlord shall thereafter be free to lease such Additional Premises to a third party on any terms and conditions that Landlord shall select, with no further obligation to Tenant. In the event that Landlord offers any space to Tenant pursuant to this right of offer and Tenant does not lease the space, the space so offered shall no longer be subject to this right of offer and thereafter Landlord shall not be liable for the failure to give possession of the Right of Offer Space to Tenant by reason of the unauthorized holding over or retention of possession of any other tenant or occupants thereof, nor shall such failure impair the validity of this Lease nor extend the term thereof; provided, however, in no event shall Tenant be obligated to offer said space pay Rent for such Right of Offer Space until Landlord delivers Tenant possession of such space. (d) This Right of Offer shall terminate three hundred and sixty-five (365) days prior to the expiration of the initial Term of this Lease. (e) This Right of Offer is personal to Tenant. If Landlord unintentionally fails to provide a Landlord Notice to Tenant, Tenant’s sole remedy for such failure shall be to notify Landlord Upon any assignment or subletting of the failure and to request that it be provided a Landlord NoticePremises, and, in this event, if the Additional Premises is still available for lease (i.e., it has not been leased by Landlord to a another tenant), Landlord shall provide the Landlord Notice to Tenant. Under no circumstances shall Landlord have any legal liability rights afforded to Tenant (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to Tenant. Landlord under this Paragraph 31 shall not be obligated to provide Tenant with notice pursuant to this section, and Tenant shall not have the right to exercise the right of offer granted in this section, at any time that Tenant has subleased all or any portion of the Premises or at any time Tenant is in default as defined in the Lease. This right of offer shall be subject to (i) the prior and existing rights of the other tenants in the Project to lease the Additional Premises and (ii) Landlord’s right, in Landlord’s sole discretion, to elect to renew or extend the lease of any tenant occupying the Additional Premises, whether or not such tenant has the legal right or option to renew or extend its leaseautomatically terminate.

Right of Offer. Effective at commencement (a) Provided that no Lease Event of this Second Amendment Default has occurred and during the term of this Leaseis continuing, Tenant Lessee shall have the a right of first offer as described in this Article 4 with respect to lease (i) any premises located sale of the Property, or (ii) any sale that would result in Zurich Structured Finance, Inc. or its Affiliates ceasing to own, directly or indirectly, at least a 50% interest in Lessor and in the Building which becomes vacant profits and losses of Lessor. If Lessor or Landlord determines will become vacant any party that owns an interest, directly or indirectly, in Lessor (the “Additional PremisesOfferor”), intends to offer for sale the Property or any of the above described interests to any party (other than to an Affiliate of such Offeror, or in connection with a Portfolio Sale) the Offeror shall deliver to Lessee a notice (constituting an offer) stating the sales price and all other material terms for the sale of the Property or interest that the Offeror would accept (the “First Offer”). Prior to leasing any Additional Premises, Landlord shall give Tenant written notice of its intent to lease the Additional Premises (a “Landlord Notice”). Tenant Lessee shall have fifteen ninety (1590) days from its receipt of the First Offer to accept the First Offer. For purposes hereof, the ninety day period, is referred to as the “Applicable Period”. A First Offer may be accepted by Lessee or its designee. The Offeror shall not be permitted to revoke the First Offer during the Applicable Period, but the Applicable Period shall be deemed to be terminated during the Applicable Period if Offeror and Lessee or its designee enter into a purchase agreement on terms different than those contained in the First Offer. The First Offer may be rejected by Lessee or its designee at any time. If Lessee or its designee desires to accept the First Offer for the Property, Lessee or its designee must accept the First Offer within the Applicable Period and must enter into a purchase agreement with the Offeror for the purchase and sale of the Property by the date which is thirty (30) days after Landlord has given written notice in which to provide Landlord with written notice the earlier of (an “Election Notice”x) of its election to exercise its right to lease all the expiration of the Additional Premises Applicable Period or (Tenant shall not have the right to elect to lease part of the Additional Premises). Tenant shall pay Base Rent for the Additional Premises at the “Market Rate” y) twenty (as defined below). All of the other terms and conditions pertaining to the lease of the Additional Premises shall be agreed to by Landlord and Tenant within five (520) days after Landlord receives Tenant’s written noticeLessee has irrevocably accepted the First Offer. The purchase agreement for the sale of the Property shall provide for a closing on the terms set forth in the First Offer. If Landlord and Tenant are unable Lessee or its designee desires to agree on such terms and conditions accept the First Offer for any interest other than the sale of the Property, Lessee or its designee must accept the First Offer within the five Applicable Period and must enter into a purchase agreement with the Offeror for the purchase and sale of the interest by the date which is thirty (530) day perioddays after the earlier of (1) the expiration of the Applicable Period or (2) twenty (20) days after Lessee has irrevocably accepted the First Offer for the sale of the interest. The purchase agreement shall provide for a closing on the terms set forth in the First Offer. In the event a Lease Event of Default occurs and is continuing, Tenant’s right to lease the Additional Premises shall automatically expire and Tenant Offeror shall have no further obligation to provide a First Offer to Lessee, nor shall Lessee have any right to lease accept the Additional PremisesFirst Offer, enter into a purchase agreement to purchase the offered interest (or Property) or to close on such offered interest (or Property), and any agreement executed shall so state. All of Lessee or its designee may reject or accept the terms and conditions for the lease of the Additional Premises shall be satisfactory to Landlord, First Offer in Landlord’s its sole discretion. If Tenant does the Offeror and Lessee or its designee enter into a purchase agreement for the Property or the offered interest, Lessee or its designee shall be bound under this Lease to purchase from Offeror and the Offeror shall be bound under this Lease to sell the Property or interest in accordance with the terms of the purchase agreement. Lessor and Lessee agree to negotiate any purchase agreement in good faith, subject to Section 4.3, below. Lessee acknowledges that Lessor has no right to sell the Property free and clear of the Lien of the Mortgage unless Lessor repays all debt secured by such Mortgage, and all debt evidenced by the Debt Documents. (b) If Lessee (or its designee) rejects the First Offer, the Offeror may, subject to the terms hereof, offer the Property or interest for sale to third parties at a price and on terms materially no more beneficial to the third party than those contained in the First Offer, provided, however, that if the Offeror desires to accept an offer from a third party (the “Offeree”) at a price that is less than ninety five percent (95%) of the price offered to Lessee (including in all cases considering debt to be assumed), or otherwise on terms materially more beneficial to the Offeree than those contained in the First Offer, then the offer of such Offeree shall be deemed to be materially more beneficial to such Offeree and the Offeror is required to re-offer the Property or interest to the Lessee on such more beneficial terms. The provisions of this Section 4.1 shall govern said re-offer, except that the Applicable Period shall be deemed to be thirty (30) days, commencing on the date the re-offer is submitted to Lessee. If the Offeror desires to accept an offer from any Offeree for a price that is ninety five percent (95%) or more than the price offered to Lessee, and on such other terms materially no more beneficial to the third party than those contained in the First Offer, Offeror may enter into a bona fide agreement to sell or assign or otherwise transfer the Property or interest to the Offeree, provided that if the Offeror shall not give Landlord written have so sold, assigned or transferred the Property or the interest prior to the expiration of two hundred (200) days after the expiration of the Applicable Period, the Offeror shall be required to repeat the procedure set forth in this Section 4.1 if it still wishes to sell the Property. If a Lease Event of Default is existing at the time the First Offer would otherwise be sent to Lessee, or at any time during the Applicable Period, Lessee shall have no right of first offer hereunder with respect to such First Offer, but if no sale, assignment or transfer shall have occurred within the time period set forth above, then Lessee’s right of first offer shall (provided there is no uncured Lease Event of Default) be reinstated with respect to any subsequent intended sale, assignment or transfer. (c) Provided that no Lease Event of Default has occurred and is continuing, in the event the Offeror receives and wishes to accept an offer for the purchase of the Property or an interest described in 4.1(a), above, and it has not been actively marketing the Property, the Offeror must deliver to Lessee a notice (the “First Refusal Notice”) setting forth each of the material terms of the proposed transaction, including, without limitation, the proposed purchaser, the sales price, the closing date and the down payment amount, if any, and the other terms for payment of the sales price. Lessee shall, for thirty (30) days commencing upon receipt of a First Refusal Notice (the “Right of First Refusal Period”) have the exclusive right to purchase (or designate a purchaser of) the Property or interest on the terms set forth in such First Refusal Notice by so notifying the Offeror within the Right of First Refusal Period, whereupon Lessee shall be bound under this Lease to purchase (or to cause the designated purchaser to purchase) from the Offeror, and the Offeror shall be bound under this Lease to sell to Lessee or its election to lease designee, the Property or interest on such Additional Premises terms, within fifteen (15) days after Landlord gives Tenant of such acceptance. On or before the closing date on such right of first refusal, Lessee or its written notice designee and Offeror shall execute and deliver to each other a purchase agreement containing the terms of the availability offer. If Lessee fails to respond to such First Refusal Notice during the Right of First Refusal Period, Lessee shall be deemed to have elected not to purchase the Property or interest. If a Lease Event of Default occurs and is continuing, Lessee shall have no right to elect to purchase the Property or interest and shall be deemed to have elected not to purchase. If Lessee does not elect (or is deemed not to elect) to purchase the Property or interest within the Right of First Refusal Period, and the Offeror executes and delivers a bona-fide binding purchase contract, the Offeror may proceed with such sale, provided that if such sale shall not be consummated within a two hundred ten (210) day period commencing upon the expiration of the Additional PremisesRight of First Refusal Period, Landlord the Offeror shall thereafter be free required to lease repeat the procedure set forth in this Section 4.1(c) if it still wishes to consummate such Additional Premises to a third party on any terms transaction. (d) Provided that no Lease Event of Default has occurred and conditions that Landlord shall selectis continuing, with no further obligation to Tenant. In in the event that Landlord offers any space to Tenant of a voluntary sale of the Property by Lessor pursuant to this right of offer and Tenant does not lease the spaceSection 4.1, the space so offered shall no longer be subject to this right of offer and thereafter Landlord Lessee shall not be obligated responsible to offer said space to Tenant. If Landlord unintentionally fails to provide a Landlord Notice to Tenant, Tenant’s sole remedy for such failure shall be to notify Landlord of pay the failure and to request that it be provided a Landlord Notice, and, in this event, Make-Whole Premium if payable under the Additional Premises is still available for lease (i.e., it has not been leased by Landlord to a another tenant), Landlord shall provide the Landlord Notice to Tenant. Under no circumstances shall Landlord have any legal liability to Tenant (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to Tenant. Landlord shall not be obligated to provide Tenant with notice pursuant to this section, and Tenant shall not have the right to exercise the right of offer granted in this section, at any time that Tenant has subleased all or any portion of the Premises or at any time Tenant is in default as defined in the Lease. This right of offer shall be subject to (i) the prior and existing rights of the other tenants in the Project to lease the Additional Premises and (ii) Landlord’s right, in Landlord’s sole discretion, to elect to renew or extend the lease of any tenant occupying the Additional Premises, whether or not such tenant has the legal right or option to renew or extend its leaseDebt Documents.

Right of Offer. Effective at commencement Provided that Tenant fully occupies the Premises and has not assigned this Lease to any other party and that no event of this Second Amendment and during default or condition which with the term giving of this Leasenotice or the passage of time, Tenant shall have the right or both, would constitute an event of offer to lease any premises located in the Building which becomes vacant or Landlord determines will become vacant (the “Additional Premises”). Prior to leasing any Additional Premisesdefault then exists, Landlord shall give offer to Tenant, before offering to any party unrelated to Landlord, other than the existing tenant of such space or other tenants with prior rights to such space, if any, the space, or any portion of the space, on the third (31-d) floor of the Building (the "Offer Space") which becomes available for lease during the Term. Any such offer by Landlord to Tenant shall be set forth in a written notice of its intent from Landlord to lease Tenant setting forth the Additional Premises rent and the other material business terms under which Landlord intends to offer the Offer Space on the market (a “Landlord "Landlord's Notice”"). If Tenant shall have fifteen (15) days after notifies Landlord has given written notice in which to provide Landlord with written notice (an “Election Notice”) of its election to exercise its right to lease all of the Additional Premises (Tenant shall not have the right to elect to lease part of the Additional Premises). Tenant shall pay Base Rent for the Additional Premises at the “Market Rate” (as defined below). All of the other terms and conditions pertaining to the lease of the Additional Premises shall be agreed to by Landlord and Tenant writing within five (5) days after Landlord receives Landlord's Notice that it elects to rent the Offer Space upon the terms set forth in Landlord's Notice ("Tenant’s written notice. If 's Notice"), Landlord and Tenant are unable to agree on such terms and conditions within the five (5) day period, Tenant’s right to lease the Additional Premises shall automatically expire and Tenant shall have no further right to lease the Additional Premises. All of the terms and conditions for the lease of the Additional Premises shall be satisfactory to Landlord, in Landlord’s sole discretion. If Tenant does not give Landlord written notice of its election to lease such Additional Premises within fifteen (15) days after Tenant's Notice execute a written lease or, at Landlord's option, an amendment to this Lease under which Tenant shall lease the Offer Space upon the business terms set forth in Landlord's Notice and otherwise upon terms consistent with this Lease (in either case, the "New Lease"). The New Lease shall be in a form provided by Landlord gives to Tenant. If Tenant its does not notify Landlord in writing within five (5) days after Landlord's Notice that it elects to rent the Offer Space upon the terms set forth in Landlord's Notice, or if Tenant provides Tenant's Notice to Landlord but fails to execute the New Lease within fifteen (15) days after Tenant's Notice (such period being extendable by mutual written notice of agreement between the availability of the Additional PremisesParties), Landlord shall thereafter be free to lease such Additional Premises the Offer Space to a third any other party on any whatever terms and conditions that Landlord shall selectmay negotiate with such other party , with no further obligation to Tenanteven if such terms are more favorable than those set forth in Landlord's Notice. In the event that Landlord offers any space to Tenant pursuant to this right of offer and Tenant does not lease the space, the space so offered shall no longer be subject to this right of offer and thereafter Landlord shall not be obligated to offer said space to Tenant. If Landlord unintentionally fails to provide a Landlord Notice to Tenant, Tenant’s sole remedy for such failure shall be to notify Landlord Time is of the failure and to request that it be provided a Landlord Notice, and, in this event, if the Additional Premises is still available for lease (i.e., it has not been leased by Landlord to a another tenant), Landlord shall provide the Landlord Notice to Tenant. Under no circumstances shall Landlord have any legal liability to Tenant (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to Tenant. Landlord shall not be obligated to provide Tenant with notice pursuant to this section, and Tenant shall not have the right to exercise the right of offer granted in this section, at any time that Tenant has subleased all or any portion essence of the Premises or at any provisions hereof. Failure by the parties to execute the New Lease within such time Tenant is period (as it may be extended in default as defined in writing) shall have no affect on the Lease. This right of offer shall be subject to (i) the prior rights, obligations and existing rights responsibilities of the other tenants in parties under the Project to lease current Lease and shall have no material affect on the Additional Premises and (ii) Landlord’s right, in Landlord’s sole discretion, to elect to renew or extend the lease of any tenant occupying the Additional Premises, whether or not such tenant has the legal right or option to renew or extend its leasecurrent Lease.

Right of Offer. Effective at commencement (a) During the initial term of this Second Amendment and Lease (but not during the term of this Leasethe Extension Options (as defined above), Tenant shall have the right of offer to lease any premises located in the Building space which becomes vacant or Landlord determines will become vacant after Tenant occupies the Premises on the sixth floor of the Building (the “Additional Premises”). Prior to leasing any Additional Premises, Landlord shall give Tenant written notice of its intent to lease the Additional Premises along with Landlord’s initial determination of the Market Rate rent for the Additional Premises and identification of the parking rights to be provided with the Additional Premises (including any parking concessions and parking rates) (a “Landlord Notice”). Tenant shall have fifteen ten (1510) days after Landlord has given written notice in which to provide Landlord with written notice (an “Election Notice”) of its election to exercise its right to lease all of the Additional Premises (Tenant shall not have the right to elect to lease part of the Additional Premises). Tenant shall pay Base Rent for the Additional Premises at the “Market Rate” (as defined below). All of the other terms and conditions pertaining to the lease of the Additional Premises shall be agreed to by Landlord and Tenant within five ten (510) days after Landlord receives Tenant’s written notice. If Landlord and Tenant are unable to agree on such terms and conditions within the five ten (510) day period, Tenant’s right to lease the Additional Premises shall automatically expire and Tenant shall have no further right to lease the Additional Premises. All of the terms and conditions for the lease of the Additional Premises shall be satisfactory to Landlord, in Landlord’s sole discretion. If Tenant does not give Landlord written notice of its election to lease such Additional Premises within fifteen ten (1510) days after Landlord gives Tenant its written notice of the availability of the Additional Premises, Landlord shall thereafter be free to lease such Additional Premises to a third party on any terms and conditions that Landlord shall select, with no further obligation to Tenant. In the event that Landlord offers any space to Tenant pursuant to this right of offer and Tenant does not lease the space, the space so offered shall no longer be subject to this right of offer and thereafter Landlord shall not be obligated to offer said space to Tenant. If Landlord unintentionally fails to provide a Landlord Notice to Tenant, Tenant’s sole remedy for such failure shall be to notify Landlord of the failure and to request that it be provided a Landlord Notice, and, in this event, if the Additional Premises is still available for lease (i.e., it has not been leased by Landlord to a another tenanttenant as evidenced by the full execution of a lease agreement), Landlord shall provide the Landlord Notice to Tenant. Under no circumstances shall Landlord have any legal liability to Tenant (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to Tenant. Landlord shall not be obligated to provide Tenant with notice pursuant to this section, and Tenant shall not have the right to exercise the right of offer granted in this section, at any time that Tenant has subleased all or any portion of the Premises or at any time Tenant is in default as defined in the LeaseLease beyond applicable notice and cure periods. This right of offer shall be subject to (i) the prior and existing rights of the other tenants in the Project to lease the Additional Premises and (ii) Landlord’s right, in Landlord’s sole discretion, to elect to renew or extend the lease of any tenant occupying the Additional Premises, whether or not such tenant has the legal right or option to renew or extend its lease.

Right of Offer. Effective at commencement Paragraph 2 of this Second Amendment the Addendum to the Lease shall be deleted in its entirety and during replaced with the term following: During the initial Term of this the Lease, Tenant shall have a right of offer, subject to existing rights granted to other tenants as of the date of this Modification, to lease any space that may become vacant and located on the second (2nd) floor of the Building as more particularly shown on Exhibit A-2 attached hereto (the "Offer Space"), if and when the Offer Space becomes "available for lease." For purposes of this right of offer, the Offer Space will be considered to be "available for lease" if (i) no bona fide written lease agreement is currently in force or effect with respect to such space, (ii) the space becomes vacant, or will become vacant, because an existing tenant's lease has or will expire or be terminated with no renewal or extension options subject to being exercised with respect to such space, and (iii) Landlord makes the Offer Space available for leasing to others. Tenant's right of offer with respect to such Offer Space shall be upon the following terms and conditions: a) In the event that (i) the Offer Space, or any part thereof, becomes or is about to become available for lease as provided above, Landlord will notify Tenant of the rental terms on which it would be willing to lease the Offer Space to Tenant, and Tenant shall have a right of offer to lease any premises located that portion of the Offer Space identified in Landlord's notice, subject to existing rights granted to other tenants as of the Building which becomes vacant or Landlord determines date of this Modification, at the rent and on the terms and conditions contained in Landlord's notice. b) The right of offer will become vacant (be exercised by Tenant signing a lease amendment with respect to the “Additional Premises”). Prior to leasing any Additional Premises, Landlord shall give Tenant written notice subject portion of its intent to lease the Additional Premises (a “Landlord Notice”)Offer Space at the rent and on the terms set forth in Landlord's notice. Tenant shall have fifteen (15) days after Landlord has given written accept or reject the offer contained in Landlord's notice in which to provide Landlord with written notice (an “Election Notice”) of its election to exercise its right to lease all of the Additional Premises (Tenant shall not have the right to elect to lease part of the Additional Premises). Tenant shall pay Base Rent for the Additional Premises at the “Market Rate” (as defined below). All of the other terms and conditions pertaining to the lease of the Additional Premises shall be agreed to by Landlord and Tenant within five business (5) days after Landlord receives Tenant’s written the receipt of Landlord's notice. If Landlord and Tenant are unable to agree on such an amendment incorporating the terms and conditions contained in Landlord's notice is not signed within the five business (5) day perioddays following receipt of Landlord's notice, Tenant’s right to lease the Additional Premises shall automatically expire and Tenant shall have no further right to lease the Additional Premises. All time being strictly of the terms and conditions for the lease of the Additional Premises shall be satisfactory to Landlord, in Landlord’s sole discretion. If Tenant does not give Landlord written notice of its election to lease such Additional Premises within fifteen (15) days after Landlord gives Tenant its written notice of the availability of the Additional Premisesessence, Landlord shall thereafter be free to lease such Additional Premises to a third party on any terms and conditions that Landlord shall select, with no further obligation to Tenant. In the event that Landlord offers any space to Tenant pursuant to this right of offer and Tenant does not lease the space, the space so offered shall no longer be subject to this right of offer and thereafter Landlord shall not be obligated to offer said space to Tenant. If Landlord unintentionally fails to provide a Landlord Notice to Tenant, Tenant’s sole remedy for such failure shall be to notify Landlord of the failure and to request that it be provided a Landlord Notice, and, in this event, if the Additional Premises is still available for lease (i.e., it has not been leased by Landlord to a another tenant), Landlord shall provide the Landlord Notice to Tenant. Under no circumstances shall Landlord have any legal liability to Tenant (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to Tenant. Landlord shall not be obligated to provide Tenant with notice pursuant to this section, and Tenant shall not will have the right to exercise the right of offer granted in this section, at any time that Tenant has subleased lease all or any a portion of the Premises or at any time Tenant is in default as defined in Offer Space free of the Lease. This right of offer shall be subject to (i) the prior and existing rights of the other tenants in the Project to lease the Additional Premises and (ii) Landlord’s right, in Landlord’s sole discretion, to elect to renew or extend the lease of any tenant occupying the Additional Premises, whether or not such tenant has the legal right or option to renew or extend its lease.Tenant under this

Right of Offer. Effective at commencement Landlord shall not offer the Building for sale without first complying with the provisions of this Second Amendment and during the term Section. The following provisions shall not apply to any sale or transfer of this Lease, Tenant shall have the right of offer to lease any premises located in the Building to any affiliate of Landlord or to any partner of Landlord or any affiliate of such partner or if Landlord shall desire to offer the Building for sale as part of a package which becomes vacant includes one or Landlord determines will become vacant (more other properties. For the “Additional Premises”)purpose of the preceding sentence, an affiliate shall mean an entity which, directly or indirectly, controls, is controlled by, or is under control with, a party. Prior to leasing any Additional Premisesoffering the Building for sale, Landlord shall give Tenant written notice of its intent Landlord's desire to lease sell the Additional Premises (Building, stating a “Landlord Notice”). Tenant shall have fifteen (15) days after Landlord has given written notice in which to provide Landlord with written notice (an “Election Notice”) of its election to exercise its right to lease all of the Additional Premises (Tenant shall not have the right to elect to lease part of the Additional Premises). Tenant shall pay Base Rent for the Additional Premises at the “Market Rate” (as defined below). All of price and the other terms and conditions pertaining on which Landlord desires to sell ("Landlord"s Initial Offer"), Landlord's notice shall include a date and time for the lease closing of such purchase and sale. If during the Additional Premises thirty (30) day period following Landlord's notice, Tenant shall give notice to Landlord that Tenant desires to purchase the Building, Landlord shall sell and Tenant shall purchase the Building at the price and upon the other terms and conditions set forth in Landlord's notice. If Tenant shall not exercise its right to purchase set forth in the preceding sentence or if Tenant shall exercise such right but shall fail to complete such purchase pursuant to such terms and conditions after it shall have exercised such right, Landlord shall be agreed free thereafter to by sell the Building to any party at any price and on any terms and conditions, without again complying with the provisions of this section, provided, however, that if Landlord is willing to accept a price (the "Reduced Price") for the Building that is 90% or less than the price set forth in Landlord's Initial Offer, Landlord shall reoffer (the "Reduced offer") the Building to Tenant at the Reduced Price and on the other terms and conditions upon which Landlord is willing to sell the Building, whereupon Tenant within shall have five (5) business days after Landlord receives Tenant’s written notice. If Landlord and Tenant are unable to agree on such terms and conditions within accept the five (5) day period, Tenant’s right to lease the Additional Premises shall automatically expire and Tenant shall have no further right to lease the Additional Premises. All of the terms and conditions for the lease of the Additional Premises shall be satisfactory to Landlord, in Landlord’s sole discretion. If Tenant does not give Landlord written notice of its election to lease such Additional Premises within fifteen (15) days after Landlord gives Tenant its written notice of the availability of the Additional Premises, Landlord shall thereafter be free to lease such Additional Premises to a third party on any terms and conditions that Landlord shall select, with no further obligation to Tenant. In the event that Landlord offers any space to Tenant pursuant to this right of offer and Tenant does not lease the space, the space so offered shall no longer be subject to this right of offer and thereafter Landlord shall not be obligated to offer said space to Tenant. If Landlord unintentionally fails to provide a Landlord Notice to Tenant, Tenant’s sole remedy for such failure shall be to notify Landlord of the failure and to request that it be provided a Landlord Notice, and, in this event, if the Additional Premises is still available for lease (i.e., it has not been leased by Landlord to a another tenant), Landlord shall provide the Landlord Notice to Tenant. Under no circumstances shall Landlord have any legal liability to Tenant (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to Tenant. Landlord shall not be obligated to provide Tenant with notice pursuant to this section, and Tenant shall not have the right to exercise the right of offer granted in this section, at any time that Tenant has subleased all or any portion of the Premises or at any time Tenant is in default as defined in the Lease. This right of offer shall be subject to (i) the prior and existing rights of the other tenants in the Project to lease the Additional Premises and (ii) Landlord’s right, in Landlord’s sole discretion, to elect to renew or extend the lease of any tenant occupying the Additional Premises, whether or not such tenant has the legal right or option to renew or extend its leaseReduced Offer.

Right of Offer. Effective at commencement Landlord hereby grants to Tenant during the Term of this Second Amendment and during Lease (the term of this Lease, initial Term as actually extended by Tenant shall have the pursuant to any extension rights granted Tenant herein) a continuing right of to offer to lease any premises located space that may become available for lease from time-to-time in the Building which becomes vacant or next speculative office building contemplated for construction by Landlord determines will become vacant in the Jefferson Corporate Center (the “Additional Premises”). Prior to leasing any Additional Premises, Landlord shall give Tenant written notice of its intent to lease the Additional Premises (a “Landlord Notice”"Offer Space"). Tenant shall have fifteen such right with respect to the Offer Space on the following basis: A. Landlord agrees to notify Tenant as soon as the Offer Space is available for leasing by Tenant (15"Landlord's Offer Notice"). Landlord shall also forward to Tenant with Landlord's Offer Notice any marketing or promotional materials, if any, Landlord has prepared with respect to the Offer Space. Tenant shall have ten (10) days after Landlord has given written receipt of any such notice in within which to provide notify Landlord with written notice (an “Election Notice”) of its election to exercise its right if Tenant desires to lease all the Offer Space, or the portion so offered, for the balance of the Additional Premises Term of Tenant's Lease hereunder (Tenant shall not have the right to elect to lease part of the Additional Premises). Tenant shall pay Base Rent for the Additional Premises at the “Market Rate” (or such longer term as defined below). All of the other terms and conditions pertaining to the lease of the Additional Premises shall be agreed to by Landlord and Tenant within five (5) days after Landlord receives Tenant’s written notice). If Tenant does not so notify Landlord and Tenant are unable to agree on such terms and conditions within the five ten (510) day period, Tenant’s right it shall be conclusively deemed that Tenant does not desire to lease such space, Landlord shall be free to lease the Additional Premises shall automatically expire Offer Space to anyone whom it desires (at a reasonable rate) and Tenant shall have no further right rights with respect to lease such space until such space next becomes available for leasing to the Additional Premisespublic. All Tenant's ongoing Right of Offer hereunder is hereby made expressly prior to all options and rights of extension, expansion, first offer and refusal in favor of other tenants in the speculative building who occupy less than 5,000 rentable square feet of space in the speculative building. Tenant's ongoing Right of Offer hereunder is hereby made subject and subordinate to all options and rights of extension, expansion, first offer and refusal in favor of other tenants in the speculative building who occupy more than 5,000 rentable square feet of space in the speculative building. B. Landlord's Offer Notice shall set forth the following alternative terms and conditions for applicable to the Offer Space: (i) the lease of the Additional Premises shall be satisfactory term, rental rate, operating expense ratio, parking allocations, tenant finish allowance, and all leasing concessions that Landlord intends to Landlord, in Landlord’s sole discretion. If Tenant does not give Landlord written notice of its election to lease such Additional Premises within fifteen (15) days after Landlord gives Tenant its written notice of the availability of the Additional Premises, Landlord shall thereafter be free to lease such Additional Premises offer to a third party on any terms and conditions that Landlord shall select, with no further obligation to Tenant. In the event that Landlord offers any space to Tenant pursuant to this right of offer and Tenant does not for lease the space, the space so offered shall no longer be subject to this right of offer and thereafter Landlord shall not be obligated to offer said space to Tenant. If Landlord unintentionally fails to provide a Landlord Notice to Tenant, Tenant’s sole remedy for such failure shall be to notify Landlord of the failure and to request that it be provided a Landlord Notice, and, in this event, if the Additional Premises is still available for lease (i.e., it has not been leased by Landlord to a another tenant), Landlord shall provide the Landlord Notice to Tenant. Under no circumstances shall Landlord have any legal liability to Tenant (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to Tenant. Landlord shall not be obligated to provide Tenant with notice pursuant to this section, and Tenant shall not have the right to exercise the right of offer granted in this section, at any time that Tenant has subleased all or any portion of the Premises or at any time Tenant is in default as defined in the Lease. This right of offer shall be subject to (i) the prior and existing rights of the other tenants in the Project to lease the Additional Premises Offer Space; and (ii) Landlord’s rightthe rental rate, in Landlord’s sole discretionoperating expense ratio and tenant finish allowance that Landlord is willing to make available to Tenant assuming that the term as to the Offer Space shall be coterminous with the balance of the Term under the Lease. Tenant's responsive notice, as referred to elect above, shall include Tenant's election of either (i) or (ii), with all other terms of the Lease being applicable to renew or extend the lease of any tenant occupying the Additional Premises, whether or not such tenant has the legal Offer Space if Tenant exercises Tenant's right or option to renew or extend its leasehereunder.

Right of Offer. Effective at commencement of this Second Amendment and during the term of this Lease, Tenant (a) Lessee shall have the right of offer option, subject to the conditions hereinafter set forth, to lease any premises located in rentable area of space on floors 3 through 14 of the Building (the "Low-Rise Space") which becomes vacant or Landlord determines will become vacant "available for lease" (as hereinafter defined) after the “Additional Premises”Commencement Date. After the Commencement Date, Lessor shall notify Lessee in writing (each such notice being referred to as a "Preliminary Offer Notice") not less frequently than every six (6) months (except during the last year of the Term during which time no such notice need be sent by Lessor), of any Low-Rise Space which is "available for lease" (any such space designated in a Preliminary Offer Notice being referred to herein as the "Offered Space"). Prior to leasing any Additional PremisesLessee may, Landlord shall give Tenant written notice of its intent to lease the Additional Premises within ten (a “Landlord Notice”). Tenant shall have fifteen (1510) days after Landlord its receipt of any Preliminary Offer Notice, request that Lessor notify Lessee in writing (each such notice being referred to as an "Offer Notice"), as to any or all of the Offered Space, of Lessor's reasonable good faith determinations of Lessor's anticipated rental rate and tenant incentives for such Offered Space, the date that such Offered Space will be available to Lessee, and, if any other tenant of the Building has given written notice rights to lease such space in the future, the length of the term for which such Offered Space can be leased to provide Landlord with written notice (an “Election Notice”) of its election Lessee. Lessee shall be deemed to exercise have waived its right to lease any Offered Space for which Lessee does not request an Offer Notice until Lessor is again required to give a Preliminary Offer Notice to Lessee with respect to such space. Lessee may, within twenty (20) days after its receipt of any Offer Notice, elect to exercise its option to lease all or (subject to the terms of subsection (d) hereinbelow) any portion of the Additional Premises Offered Space described therein on Lessor's proposed rental terms. If Lessee elects to lease only a portion of any Offered Space, Lessee shall designate the approximate rentable area of such Offered Space which Lessee desires to lease and the location and configuration of such space shall be mutually agreed upon by Lessor and Lessee. If Lessee fails to elect to exercise its option within such twenty (Tenant 20) day period after Lessee's receipt of such Offer Notice as to any Offered Space described therein, Lessee shall be deemed to have waived its right to lease the space described in such Offer Notice until (i) Lessor is again required to give a Preliminary Offer Notice to Lessee with respect to such space, or (ii) Lessor proposes to lease such Offered Space for less than 95% of the net effective rental rate set forth in the Offer Notice (in which case Lessee shall be entitled to another Offer Notice and another 10 days to elect to exercise its option with respect to such Offered Space), and Lessor shall be entitled to lease such Offered Space and/or grant expansion rights and renewal rights with respect thereto and any such rights shall, for all purposes, constitute Permitted Superior Rights (as such term is hereinafter defined). As used herein, the "net effective rental rate" shall mean the average rent per rentable square foot per annum that will be realized by Lessor with respect to the space to be leased (calculated on a present value basis assuming equal annual rental payments), taking into account all incentives and other inducements of a monetary nature to be granted to the tenant and all tax and expense pass-throughs to be paid by the tenant. Except as provided in subsection (d) hereinbelow, Lessor shall not enter into any lease for any Low-Rise Space or grant any rights thereto unless such Low-Rise Space has been identified in a Preliminary Offer Notice given to Lessee during the preceding six (6) months and Lessee has waived or is deemed to have waived its rights thereto. Subject to the following sentence, Low-Rise Space which is subject on the date hereof to a lease shall be "available for lease" when Lessor knows that such space will be available due to the expiration or other termination of such lease, provided that no other tenant then has a Permitted Superior Right to such space and provided, further, that Lessor shall at all times have the right to elect renew or extend a new lease to lease part the occupant of any portion of the Additional Premises). Tenant shall pay Base Rent for the Additional Premises at the “Market Rate” (as defined below)Low-Rise Space. All of Low-Rise Space which is not subject on the other terms date hereof to a lease and conditions pertaining is not subject on the date hereof to the lease of the Additional Premises a Permitted Superior Right shall be agreed "available for lease" from and after the Commencement Date, until such space is leased to by Landlord and Tenant within five (5) days Lessee pursuant to this Section 36, or is, after Landlord receives Tenant’s written notice. If Landlord and Tenant are unable to agree on such terms and conditions within the five (5) day period, Tenant’s right to lease the Additional Premises shall automatically expire and Tenant shall have no further right to lease the Additional Premises. All of compliance with the terms and conditions for the lease of the Additional Premises shall be satisfactory to Landlordthis Section 36, in Landlord’s sole discretion. If Tenant does not give Landlord written notice of its election to lease such Additional Premises within fifteen (15) days after Landlord gives Tenant its written notice of the availability of the Additional Premises, Landlord shall thereafter be free to lease such Additional Premises leased by Lessor to a third party on any terms and conditions that Landlord shall select, with no further obligation to Tenant. In the event that Landlord offers any space to Tenant pursuant to this right of offer and Tenant does not lease the space, the space so offered shall no longer be or becomes subject to this right of offer and thereafter Landlord shall not be obligated to offer said space to Tenanta Permitted Superior Right. If Landlord unintentionally fails to provide Low-Rise Space at any time would be "available for lease" except for the existence of a Landlord Notice to TenantPermitted Superior Right which is exercisable in the future, Tenant’s sole remedy for such failure Low-Rise Space shall be to notify Landlord of the failure and to request that it be provided a Landlord Notice, and, in this event, if the Additional Premises is still available for lease (i.e., it has not been leased by Landlord to for a another tenant), Landlord shall provide term ending on or before the Landlord Notice to Tenant. Under no circumstances shall Landlord have any legal liability to Tenant (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to Tenant. Landlord shall not be obligated to provide Tenant with notice pursuant to this section, and Tenant shall not have the right to exercise the right of offer granted in this section, at any time that Tenant has subleased all or any portion of the Premises or at any time Tenant is in default as defined in the Lease. This right of offer shall be subject to (i) the prior and existing rights of the other tenants in the Project to lease the Additional Premises and (ii) Landlord’s right, in Landlord’s sole discretion, to elect to renew or extend the lease effective date of any tenant occupying the Additional Premises, whether or not such tenant has the legal right or option to renew or extend its lease.-45-

Right of Offer. Effective Landlord hereby grants Tenant one (1) right of offer (“Right of Offer”) to lease Suite 3200 consisting of 1,164 rentable space on the 3rd floor of the Property that is not currently included in the Premises (collectively referred to herein as the “Expansion Space”), provided, this Right of Offer and Landlord’s obligation to provide a “Landlord Notice” shall be in effect commencing on the Commencement Date and continue per the terms of the offer. Landlord’s Notice o f Expansion Terms:While this Right of Offer is in effect, Landlord shall notify Tenant in writing (“Landlord’s Notice)”: (i) as to any currently available portions of the Expansion Space, when Landlord enters or intends to enter negotiations with a third party to lease the Expansion Space (and Landlord’s good faith determination of whether negotiations have been entered or are about to be entered shall be conclusive and binding upon the parties), or (ii) as to any currently unavailable portions of the Expansion Space, when such areas become available for lease, or (iii), at Landlord’s option, at any time prior thereto or thereafter, but in any event prior to leasing the Expansion Space to another party. Landlord’s Notice shall set forth the terms (“Expansion Terms”) on which Landlord proposes to lease the Expansion Space to Tenant, including, but not limited to, a date for the commencement of this Second Amendment and during the lease thereof (“Expansion Space Commencement Date”), an expiration date thereof or whether the term therefore will be co-terminous with the Term of this Lease, Tenant shall have the right rentable area, monthly base rent and any scheduled increases therein, Tenant’s share of offer to lease taxes, expenses and other such items (and any premises located base year or stop level therefore), any tenant improvements or allowance therefore, and any other terms and conditions, as determined in Landlord’s good faith discretion taking into account comparable expansion terms generally being provided for comparable tenants of comparable financial condition for comparable non-sublease space in comparable buildings in the Building vicinity for time periods that are substantially the same as the period of time during which becomes vacant or Landlord determines the Expansion Space will become vacant be leased to Tenant. Except as set forth in Landlord’s Notice, the Expansion Terms shall be deemed to include the same terms then in effect on the Expansion Space Commencement Date, and thereafter scheduled to be in effect, under the Lease (with any matters in the “Additional Premises”Lease based on square footage adjusted proportionately to reflect the rentable area of the Expansion Space and Landlord’s then current Building-standard ratios and policies). Prior to leasing any Additional Premises, Landlord shall give Tenant’s Notice and Financial Information: If Tenant written notice of its intent desires to lease the Additional Premises (a “Landlord Expansion Space on the Expansion Terms set forth in Landlord’s Notice”). , Tenant shall have fifteen so notify Landlord in writing (15) days after Landlord has given written notice in which to provide Landlord with written notice (an “Election Tenant’s Notice”) of its election to exercise its right to lease all of the Additional Premises (Tenant shall not have the right to elect to lease part of the Additional Premises). Tenant shall pay Base Rent for the Additional Premises at the “Market Rate” (as defined below). All of the other terms and conditions pertaining to the lease of the Additional Premises shall be agreed to by Landlord and Tenant within five (5) days after Landlord receives Tenant’s written notice. If Landlord and Tenant are unable to agree on such terms and conditions within the five (5) day period, exercising Tenant’s right to lease the Additional Premises shall automatically expire and Tenant shall have no further right to lease the Additional Premises. All of the terms and conditions for the lease of the Additional Premises shall be satisfactory to Landlord, in Landlord’s sole discretion. If Tenant does not give Landlord written notice of its election to lease Expansion Space on such Additional Premises Expansion Terms within fifteen five (155) business days after Landlord gives Tenant its written notice of the availability of the Additional Premises, Landlord sends Landlord’s Notice. Tenant’s Notice shall thereafter be free to lease such Additional Premises to a third party on any terms unconditional and conditions that Landlord shall select, with no further obligation to Tenantirrevocable. In order to be effective, Tenant’s Notice shall include financial information for Tenant’s business comparable to the event that Landlord offers any space to Tenant pursuant to information provided in connection with entering into this right of offer and Tenant does not lease the space, the space so offered shall no longer be subject to this right of offer and thereafter Landlord shall not be obligated to offer said space to TenantLease document. If Landlord unintentionally fails to determines in good faith that Tenant’s financial condition is clearly worse than the condition that Landlord accepted when the parties entered into the Lease document, Landlord may provide a Landlord new Landlord’s Notice to Tenant, with reasonably modified Expansion Terms or reasonable additional security requirements taking into account Tenant’s sole remedy for such failure shall be to notify Landlord of the failure and to request that it be provided a Landlord Notice, and, in this event, if the Additional Premises is still available for lease (i.e., it has not been leased by Landlord to a another tenant), Landlord shall provide the Landlord Notice to Tenant. Under no circumstances shall Landlord have any legal liability to Tenant (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to Tenant. Landlord shall not be obligated to provide Tenant with notice pursuant to this section, and Tenant shall not have the right to exercise the right of offer granted in this section, at any time that Tenant has subleased all or any portion of the Premises or at any time Tenant is in default as defined in the Lease. This right of offer shall be subject to (i) the prior and existing rights of the other tenants in the Project to lease the Additional Premises and (ii) Landlord’s right, in Landlord’s sole discretion, to elect to renew or extend the lease of any tenant occupying the Additional Premises, whether or not such tenant has the legal right or option to renew or extend its leasefinancial condition.

Right of Offer. Effective at commencement The capitalized terms of this Right of Offer shall have the meaning as defined in the Second Amendment and during to which this Right of Offer is attached (the term of this Lease“Second Amendment”), unless otherwise defined. Tenant shall have the right (“Right of offer to lease any premises located in the Building which becomes vacant or Landlord determines will become vacant (the “Additional Premises”). Prior to leasing any Additional Premises, Landlord shall give Tenant written notice of its intent to lease the Additional Premises (a “Landlord Notice”). Tenant shall have fifteen (15) days after Landlord has given written notice in which to provide Landlord with written notice (an “Election NoticeOffer”) of its election to exercise its right to lease all of during the Additional Premises (Tenant shall not have the right First Extension Term to elect to lease part those certain premises in the Building: (i) currently occupied by St. Xxxxxx Warehousing and containing approximately [***] square feet (the “St. Xxxxxx Space”); and (ii) currently occupied by Velocity Services and containing approximately [***] square feet (the “Velocity Space”) (the St. Xxxxxx Space and the Velocity Space shall be herein after collectively referred to as the “Right of Offer Space”), to the extent that such Right of Offer Space becomes Available Space (as that term is hereinafter defined), on and subject to the terms and conditions set forth in this Right of Offer. Right of Offer Space shall constitute “Available Space” upon the expiration of all rights, whether now existing or hereafter granted, to such space including, but not limited to (i) all leases in effect, (ii) any rights of tenants thereunder to renew or extend any such lease, whether existing or granted hereafter, and (iii) any rights of other tenants with respect to such space. The date following the expiration of all such rights shall be deemed to be the date on which such space becomes available for lease pursuant to this Right of Offer. Landlord shall use reasonable efforts to give notice to Tenant as and when Landlord anticipates that any Available Space will become available. Landlord shall state in each notice hereunder (i) the space available, (ii) the date Landlord anticipates that such space will be available for delivery, (iii) Landlord’s determination of the Additional Premises). Tenant shall pay Market Base Rent for the Additional Premises at the “Market Rate” Rental Rate (as defined below)) with respect to such space, and (iv) the term such space is available for lease by Tenant. All In the exercise of Tenant’s Right of Offer for the Velocity Space, Tenant may elect to lease all (but not less than all) of the other terms Velocity Space when and conditions pertaining if the same becomes Available Space. In the exercise of Tenant’s Right of Offer for the St. Xxxxxx Space, Tenant may elect to lease all or any portion of the St. Xxxxxx Space, provided that if Tenant shall elect to lease only a portion of the St. Xxxxxx Space, such portion must contain at least 2 bays and approximately [***] contiguous square feet of space and be acceptable to Landlord in Landlord’s sole discretion and Landlord shall be responsible for all costs required to separately demise such space. Notwithstanding anything contained in the Lease to the contrary, Tenant may not elect to lease any of the Additional Premises shall be agreed to by Landlord and Tenant within Right of Offer Space during the last five (5) days after Landlord receives years of the First Extension Term, unless Tenant exercises its Option (for both the Demised Premises and the Right of Offer Space) simultaneously with the exercise of Tenant’s written notice. If Right of Offer Space or, if Tenant and Landlord and Tenant are unable agree to agree on such terms and conditions within extend the First Extension Term of the Demised Premises to maintain a minimum five (5) day periodyear term simultaneously with the exercise of Tenant’s Right of Offer space. Tenant shall exercise Tenant’s Right of Offer by giving Landlord written notice of such election (along with a detailed description of the portion of the St. Xxxxxx Space Tenant desires to Lease) as follows: (i) in the case of Landlord’s notice of a lease scheduled to expire, within twenty (20) days after receipt of Landlord’s notice; or (ii) in the case of Landlord’s notice of an early termination or in the case of vacant Available Space, within twenty (20) days after receipt of Landlord’s notice. If Tenant fails to respond to Landlord’s notice within the applicable time period set forth above, Tenant’s right rights under this Right of Offer with respect to lease the Additional Premises such space shall automatically expire terminate, and Tenant shall have no further right under this Lease for such space. Any space for which Tenant elects to lease the Additional Premises. All exercise its Right of Offer shall become part of the terms and conditions for the lease of the Additional Demised Premises shall be satisfactory to Landlord, in Landlord’s sole discretion. If Tenant does not give Landlord written notice of its election to lease such Additional Premises within fifteen (15) days after Landlord gives Tenant its written notice of the availability of the Additional Premises, Landlord shall thereafter be free to lease such Additional Premises to a third party on any terms and conditions that Landlord shall select, with no further obligation to Tenant. In the event that Landlord offers any space to Tenant pursuant to this right of offer and Tenant does not lease the space, the space so offered shall no longer be subject to this right of offer and thereafter Landlord shall not be obligated to offer said space to Tenant. If Landlord unintentionally fails to provide a Landlord Notice to Tenant, Tenant’s sole remedy for such failure shall be to notify Landlord of the failure and to request that it be provided a Landlord Notice, and, except to the extent expressly provided to the contrary in this eventRight of Offer, if the Additional Premises is still available for lease (i.e., it has not been leased by Landlord to a another tenant), Landlord shall provide the Landlord Notice to Tenant. Under no circumstances shall Landlord have any legal liability to Tenant (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to Tenant. Landlord shall not be obligated to provide Tenant with notice pursuant to this section, and Tenant shall not have the right to exercise the right of offer granted in this section, at any time that Tenant has subleased all or any portion of the Premises or at any time Tenant is in default as defined in the Lease. This right of offer shall be subject to the terms of this Lease applicable thereto, without modification, and the term of this Lease shall commence for such Available Space upon the date (ithe “Available Space Rent Commencement Date”) the prior and existing rights of the other tenants such space is delivered to Tenant in the Project to lease the Additional Premises and (ii) Landlord’s right, in Landlord’s sole discretion, to elect to renew or extend the lease of any tenant occupying the Additional Premises, whether or not such tenant has the legal right or option to renew or extend its leasean “as is” broom clean condition as provided below.

Right of Offer. Effective at commencement First Floor and Second Floor. Tenant's rights described in this Section 39 are subject to Travelers _________ ("Travelers") right of this Second Amendment first offer to lease (and during re-lease, as the term case may be) any space in the Building upon receipt of this Leasewritten notice from Landlord describing the premises then available and the terms and conditions upon which Landlord is offering to lease (or re-lease, as the case may be) such premises, all in accordance with that certain Lease dated as of _____________, 1999 between Landlord and Travelers. If Landlord elects to lease any then unleased portion of the first and second floors of the Building, Landlord shall notify Tenant, in writing, of such space and the terms and conditions on which Landlord is willing to lease such space, which terms and conditions shall be comparable to the terms and conditions Landlord proposes to offer to prospective third party tenants. Landlord shall not rent such space to any third party on terms less favorable than the terms and conditions offered to Tenant. Within ten (10) business days after Tenant's receipt of Landlord's offer to lease, Tenant shall notify Landlord, in writing, of Tenant's desire to lease or not to lease the subject space. If Tenant notifies Landlord that Tenant does not wish to lease such space or if Tenant does not deliver a written notification to Landlord within the time period specified, Tenant's rights hereunder shall terminate until the space again becomes available and Landlord shall have the right to lease such space to any person; provided, however, that if Landlord subsequently determines to offer such space to a third party or parties on terms which are materially more favorable than the terms previously offered to Tenant, then the foregoing right of first offer shall once again be applicable, and the Landlord shall not lease such space to a third party until Landlord has resubmitted Landlord's offer to lease to Tenant. For purposes of the preceding sentence, the phrase "materially more favorable than the terms previously offered to Tenant, then the foregoing right of first offer shall once again be applicable, and the Landlord shall not lease space to a third party until Landlord has resubmitted Landlord's offer to lease to Tenant. For purposes of the preceding sentence, the phrase "materially more favorable" shall be deemed to be mean terms which reflect a Fair Market Value Rate which is lower by more than ten percent (10%) than the rate previously specified to Tenant or any premises located other material favorable change of condition.. If a third party (i.e., not a Landlord Affiliate (as defined in Section 42 hereof)) leases any of the first and second floors of the Building, such lease shall include, among other things, the right of Landlord to relocate such tenant to other suitable space in the Building from and after the date on which becomes vacant or Landlord determines will become vacant (the “Additional Premises”). Prior to leasing any Additional Premisesall rights of first refusal, Landlord shall give Tenant written notice of its intent to lease the Additional Premises (a “Landlord Notice”). Tenant shall have fifteen (15) days after Landlord has given written notice in which to provide Landlord with written notice (an “Election Notice”) of its election to exercise its right to lease all first option, expansion and extension of the Additional Premises (Tenant shall not tenant under the Travelers Lease have the right to elect to lease part of the Additional Premises)expired. Tenant shall pay Base Rent for the Additional Premises at the “Market Rate” (as defined below). All costs of the other terms and conditions pertaining any such relocation if such relocation is necessary to the lease of the Additional Premises shall be agreed to by Landlord and Tenant within five (5) days after Landlord receives accommodate Tenant’s written notice. If Landlord and Tenant are unable to agree on such terms and conditions within the five (5) day period, Tenant’s right to lease the Additional Premises shall automatically expire and Tenant shall have no further right to lease the Additional Premises. All of the terms and conditions for the lease of the Additional Premises shall be satisfactory to Landlord, in Landlord’s sole discretion. If Tenant does not give Landlord written notice 's exercise of its election to lease such Additional Premises within fifteen (15) days after Landlord gives Tenant its written notice of the availability of the Additional Premises, Landlord shall thereafter be free to lease such Additional Premises to a third party on any terms and conditions that Landlord shall select, with no further obligation to Tenant. In the event that Landlord offers any space to Tenant pursuant to this right of offer and Tenant does not lease the space, the space so offered shall no longer be subject to this right of offer and thereafter Landlord shall not be obligated to offer said space to Tenant. If Landlord unintentionally fails to provide a Landlord Notice to Tenant, Tenant’s sole remedy for such failure shall be to notify Landlord of the failure and to request that it be provided a Landlord Notice, and, rights in this event, if the Additional Premises is still available for lease (i.e., it has not been leased by Landlord to a another tenant), Landlord shall provide the Landlord Notice to Tenant. Under no circumstances shall Landlord have any legal liability to Tenant (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to Tenant. Landlord shall not be obligated to provide Tenant with notice pursuant to this section, and Tenant shall not have the right to exercise the right of offer granted in this section, at any time that Tenant has subleased all or any portion of the Premises or at any time Tenant is in default as defined in the Lease. This right of offer shall be subject to (i) the prior and existing rights of the other tenants in the Project to lease the Additional Premises and (ii) Landlord’s right, in Landlord’s sole discretion, to elect to renew or extend the lease of any tenant occupying the Additional Premises, whether or not such tenant has the legal right or option to renew or extend its leaseSection 41.

Right of Offer. Effective at commencement After the expiration or termination of this Second Amendment and during the term of this SunTrust Lease, Tenant shall have the right of first offer to lease any premises located in the Building which becomes vacant or Landlord determines will become vacant (the “Additional PremisesExpansion Option”). Prior ) to leasing any Additional Premiseslease space within the Building (the “Expansion Space”) that becomes available during Tenant’s lease term on the following terms and conditions: (a) At such time as Landlord decides to offer the Expansion Space to a third party, Landlord shall give Tenant written notice of its intent the offer, including the size and location of the Expansion Space. Upon receipt of notice of the offer, Tenant shall have ten (10) business days to lease accept the Additional Premises terms, provisions and conditions set forth in Landlord’s proposal by giving Landlord written notice of such election (a the “Landlord Acceptance Notice”). Tenant shall have fifteen (15) days after Landlord has given written notice in which to provide Landlord with written notice (an “Election Notice”) of its election to exercise its right to lease all , time being of the Additional Premises (Tenant shall not have the right to elect to lease part essence and timely notice being an express condition of valid exercise of the Additional Premises)said Right of First Offer. If Tenant shall pay Base Rent rejects Landlord’s offer or does not give the Acceptance Notice within such ten (10) business day period, the Right of First Offer for the Additional Premises at the “Market Rate” (as defined below). All of the other terms and conditions pertaining Expansion Space shall thereupon automatically be suspended with respect to the Expansion Space for a period of nine (9) months, during which time Landlord may lease of said space to the Additional Premises shall be agreed prospective third party. Should Landlord fail to by Landlord and Tenant complete such lease with the prospective third party, within five such nine (59) days after Landlord receives Tenant’s written notice. If Landlord and Tenant are unable to agree on such terms and conditions within the five (5) day month period, Tenant’s right Right of First Offer shall be restored and Landlord shall again offer the Expansion Space to lease the Additional Premises shall automatically expire and Tenant shall have no further right pursuant to lease the Additional Premises. All of the terms and conditions for the lease of the Additional Premises shall be satisfactory to Landlord, in Landlord’s sole discretionthis Section. If Tenant does not give Landlord written notice of its election the Acceptance Notice within the time period required herein, and if the economic terms to lease such Additional Premises within fifteen (15) days after Landlord gives Tenant its written notice be offered to said third party yield an effective rent that is less than 90% of the availability effective rent stated in the Landlord’s proposal, then Tenant’s Right of the Additional Premises, First Offer shall be restored and Landlord shall thereafter be free to lease such Additional Premises to a third party on any terms and conditions that Landlord shall select, with no further obligation to Tenant. In again offer the event that Landlord offers any space Expansion Space to Tenant pursuant to the terms of this right of offer Section. (b) If Tenant validly exercises the Expansion Option as provided above, then Landlord and Tenant does not lease shall enter into a written amendment to this Lease in the spaceform prepared by Landlord and reasonably acceptable to Tenant adding the Expansion Space to the Premises specified in the Landlord Proposal and confirming the terms, conditions and provisions applicable to the space so offered shall no longer be Expansion Space as determined in Landlord’s Proposal, but subject to this right Section of offer the Lease. (c) The term of this Lease shall expire for all Expansion Space included within the Premises upon the expiration of the Term unless such Term is extended or terminated as allowed under this Lease. In no event shall this Lease continue in force and thereafter effect as to any Expansion Space included within the Premises beyond the termination of this Lease as to the initial Premises. (d) Unless contrary terms are included in Landlord’s proposal for the Expansion Space, Tenant shall accept any Expansion Space in its “as is” condition as of the applicable Expansion Commencement Date and Landlord shall not be obligated to offer said space make any improvements to Tenant. If Landlord unintentionally fails to provide a Landlord Notice to Tenant, Tenant’s sole remedy for such failure shall be to notify Landlord of the failure and to request that it be provided a Landlord Notice, and, in this event, if the Additional Premises is still available for lease (i.e., it has not been leased by Landlord to a another tenant), Landlord shall provide the Landlord Notice to Tenant. Under no circumstances shall Landlord have any legal liability to Tenant (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to Tenant. Landlord shall not be obligated to provide Tenant with notice pursuant to this section, Expansion Space and Tenant shall not have the right be entitled to exercise the right of offer granted in this sectionany construction, at any time that build out or other allowance with respect thereto. (e) If Tenant has subleased validly exercised the Right of First Offer, the Expansion Space identified in the Landlord’s proposal shall be included in the Premises, subject to all or any portion of the Premises terms, conditions and provisions of this Lease, except to the extent inconsistent with the Landlord’s Proposal or at the other terms of this Section. (f) Except in the case of any time transfer permitted under Section 13.7 of the Lease, the Expansion Option shall be personal to Tenant is in and shall become null and void upon any assignment of the Lease or sublet of the Premises, or upon a default as defined by Tenant and the expiration of the applicable notice and cure period stated in the Lease. This right of offer shall be subject to (i) the prior THIS AGREEMENT is made and existing rights entered into as of the other tenants _____ day of _____ , 200_, by and between General Electric Capital Corporation, a Delaware corporation (“Mortgagee”), and _____________________ , a Delaware corporation (“Lessee”). A. Mortgagee has made a loan of up to $_________ (the “Loan”) to SOUTHEAST STB PORTFOLIO, LLC, a Georgia limited liability company (“Borrower”), for the purpose of financing Borrower’s acquisition and development of or refinancing of the property located in Roanoke, VA and described in Exhibit A attached hereto and incorporated herein by reference (said real property and improvements being herein called the Project “Project”), such Loan being secured by a First Mortgage or First Deed of Trust and Security Agreement dated __________________ and recorded in Volume _____, Page ____, et seq., of the _____________ Records of ______ County, ________ (the “Mortgage”), constituting a lien or encumbrance on the Project; and B. Lessee is the holder of a leasehold estate in and to lease Suite ____ of 000 Xxxx Xxxxxx Xxxxxxx Xxxx., Xxxxx XX, consisting of approximately 24,502 rentable square feet of space (the Additional Premises “Demised Premises”), under that Lease Agreement (the “Lease”) dated ___________ , 200_ executed by Borrower, as Landlord (Borrower being sometimes hereinafter called “Lessor”), and (ii) Landlord’s rightLessee, in Landlord’s sole discretion, as Tenant; and C. Lessee and Mortgagee desire to elect confirm their understandings with respect to renew or extend the lease of any tenant occupying Lease and the Additional Premises, whether or not such tenant has the legal right or option to renew or extend its leaseMortgage.

Right of Offer. Effective at commencement Landlord hereby grants to Tenant, after the initial lease-up of this Second Amendment the Building (provided such Building is fully leased within nine months after the Commencement Date, and during if the term of this LeaseBuilding is not fully leased within such nine-month period, Tenant shall have the right of to offer shall nonetheless apply) the right to offer to lease any premises located office space in the Building which becomes vacant as such space is vacated by the current tenant (either at the end of its term or Landlord determines will become vacant after termination of its lease) and available for lease to the general public (the “Additional Premises”). Prior to leasing any Additional Premises, Landlord shall give Tenant written notice of its intent to lease the Additional Premises (a “Landlord Notice”"Offer Space"). Tenant shall have fifteen such right with respect to the Offer Space on the following basis: A. Landlord agrees to notify Tenant prior to the expiration of the then existing lease term for the Offer Space, or vacation thereof, that the same will be available for leasing by Tenant. Tenant shall have ten (1510) days after Landlord has given written receipt of any such notice in within which to provide notify Landlord with written notice (an “Election Notice”) of its election to exercise its right if Tenant desires to lease all of the Additional Premises (Tenant shall not have Offer Space, or the right to elect to lease part of the Additional Premises). Tenant shall pay Base Rent portion so offered, for the Additional Premises at the “Market Rate” (as defined below). All balance of the other terms and conditions pertaining to the lease of the Additional Premises shall be agreed to by Landlord and Tenant within five (5) days after Landlord receives Tenant’s written notice's Lease Term hereunder. If Tenant does not so notify Landlord and Tenant are unable to agree on such terms and conditions within the five ten (510) day period, Tenant’s right it shall be conclusively deemed that Tenant does not desire to lease such space, Landlord shall be free to lease the Additional Premises Offer Space to anyone whom it desires, Landlord shall automatically expire have no obligation to ever offer the Offer Space to Tenant for lease again, Tenant's rights under the right of offer granted hereunder shall terminate and Tenant shall have no further right rights with respect to lease such space. B. If Tenant elects to add all of the Additional Premises. All of Offer Space to its Lease, such Offer Space shall be added upon the terms and conditions and at a rental rate comparable to those on which Landlord would lease the Offer Space, if it became available for leasing in the Building as of the time Tenant's occupancy thereof would commence but in no event shall the rental rate be less than the rent which Tenant is then paying. Such terms and conditions may include, among other things, escalations, pass-throughs and other matters then included in Landlord's standard lease form for the lease Building which it uses for the leasing of space to third parties. If Landlord and Tenant cannot agree, in writing, on the Additional Premises terms, conditions and rental rate for the Offer Space within ten days after Tenant notifies Landlord of its intent to exercise its right of first offer, then it shall be satisfactory to Landlord, in Landlord’s sole discretion. If conclusively deemed that Tenant does not give Landlord written notice of its election desire to lease such Additional Premises within fifteen (15) days after Landlord gives Tenant its written notice of the availability of the Additional Premisesspace, Landlord shall thereafter be free to lease such Additional Premises the Offer Space to a third party on any terms and conditions that Landlord shall select, with no further obligation to Tenant. In the event that Landlord offers any space to Tenant pursuant to this right of offer and Tenant does not lease the space, the space so offered shall no longer be subject to this right of offer and thereafter Landlord shall not be obligated to offer said space to Tenant. If Landlord unintentionally fails to provide a Landlord Notice to Tenant, Tenant’s sole remedy for such failure shall be to notify Landlord of the failure and to request that anyone whom it be provided a Landlord Notice, and, in this event, if the Additional Premises is still available for lease (i.e., it has not been leased by Landlord to a another tenant)desires, Landlord shall provide have no obligation to ever offer the Landlord Notice to Tenant. Under no circumstances shall Landlord have any legal liability Offer Space to Tenant (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to lease again, Tenant. Landlord shall not be obligated to provide Tenant with notice pursuant to this section, and Tenant shall not have the right to exercise 's rights under the right of offer granted in this section, at any time that hereunder shall terminate and Tenant has subleased all or any portion of the Premises or at any time Tenant is in default as defined in the Lease. This shall have no further rights with respect to such space. C. The right of offer herein granted shall be subject continue only so long as there have been no defaults hereunder by Tenant and only so long as there are at least sixty (60) months remaining on the initial Term. However, if there is less than sixty (60) months remaining on the initial Term, Tenant may only exercise the right of first offer granted herein by extending the Term to expire at least five (i5) years from the prior and existing rights date Tenant actually takes occupancy of the other tenants in Offer Space. In the Project to lease event of an assignment of the Additional Premises and (ii) Landlord’s right, in Landlord’s sole discretion, to elect to renew Lease or extend a subletting or vacation of more than 25% of the lease of any tenant occupying the Additional Premises, Tenant's rights under this Paragraph are null and void. Notwithstanding the foregoing, this right granted in this Section is personal to Tenant, is not assignable and may not be exercised by any sublessee or assignee of Tenant, regardless of whether the sublessee or not such tenant assignee has the legal right or option to renew or extend its leasebeen approved by Landlord.

Right of Offer. Effective at commencement (a) Provided Subtenant is not then in default pursuant to the terms of this Second Amendment the Prime Lease or the Sublease, Subtenant shall have a continuous right of first offer throughout the Sublease Term to expand the Subleased Premises to include all or any portion of the remaining space in the Building which is controlled by Sublandlord and is not a part of the Subleased Premises as of the date of execution of the Sublease which may become available during the term of this Lease, Tenant Sublease Term (the "Offer Space"). (b) Subtenant shall have the right of offer to lease the Offer Space, or any premises located portion thereof, on the same terms and conditions set forth in the Building which becomes vacant Prime Lease and the Sublease, except that Rent shall be consistent with the then current market terms and conditions for comparable space in comparable buildings in the Tysons Corner/McLean, Virginia area. The Offer Space shall be (i) leased in its "as is" condition with any alterations or Landlord determines will become vacant improvements required for Subtenant's use to be performed at Subtenant's sole cost and expense and (ii) coterminous with the “Additional Premises”)Sublease Term. Prior Subtenant shall have five (5) business days from the date of written notice from Sublandlord to leasing any Additional Premises, Landlord shall give Tenant accept the Offer Space on the terms as described herein and further described in such notice. In the event Subtenant provides Sublandlord with written notice of its intent to lease accept the Additional Premises Offer Space, this Sublease shall be amended to include the Offer Space as part of the Subleased Premises. (c) In the event Subtenant does not timely exercise the aforesaid right to sublease the Offer Space, at such time that Sublandlord has received a “Landlord Notice”). Tenant bonafide offer from a third party to sublease the Offer Space at a rate which is one dollar ($1.00) less than the Rent Sublandlord previously offered to Subtenant for the Offer Space, Sublandlord shall have fifteen (15) days after Landlord has given provide Subtenant with a written notice in which to provide Landlord with written notice (an “Election Notice”) of its election to exercise its right to lease all of the Additional Premises (Tenant such third party offer. Subtenant shall not have the right to elect sublease the Offer Space at such reduced rate by providing Sublandlord written notice of its intent to lease part of do the Additional Premises). Tenant shall pay Base Rent for the Additional Premises at the “Market Rate” (as defined below). All of the other terms and conditions pertaining to the lease of the Additional Premises shall be agreed to by Landlord and Tenant same within five (5) business days after Landlord receives Tenant’s written notice. If Landlord and Tenant are unable to agree on such terms and conditions within the five (5) day period, Tenant’s right to lease the Additional Premises shall automatically expire and Tenant shall have no further right to lease the Additional Premises. All of the terms and conditions for the lease date of the Additional Premises shall be satisfactory to Landlord, in Landlord’s sole discretion. If Tenant does not give Landlord Sublandlord's written notice to Subtenant of its election to lease such Additional Premises within fifteen (15) days after Landlord gives Tenant its written notice of the availability of the Additional Premises, Landlord shall thereafter be free to lease such Additional Premises to a third party on any terms and conditions that Landlord shall select, with no further obligation to Tenant. In the event that Landlord offers any space to Tenant pursuant to this right of offer and Tenant does not lease the space, the space so offered shall no longer be subject to this right of offer and thereafter Landlord shall not be obligated to offer said space to Tenant. If Landlord unintentionally fails to provide a Landlord Notice to Tenant, Tenant’s sole remedy for such failure shall be to notify Landlord of the failure and to request that it be provided a Landlord Notice, and, in this event, if the Additional Premises is still available for lease (i.e., it has not been leased by Landlord to a another tenant), Landlord shall provide the Landlord Notice to Tenant. Under no circumstances shall Landlord have any legal liability to Tenant (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to Tenant. Landlord shall not be obligated to provide Tenant with notice pursuant to this section, and Tenant shall not have the right to exercise the right of offer granted in this section, at any time that Tenant has subleased all or any portion of the Premises or at any time Tenant is in default as defined in the Lease. This right of offer shall be subject to (i) the prior and existing rights of the other tenants in the Project to lease the Additional Premises and (ii) Landlord’s right, in Landlord’s sole discretion, to elect to renew or extend the lease of any tenant occupying the Additional Premises, whether or not such tenant has the legal right or option to renew or extend its leaseoffer.

Right of Offer. Effective (a) Landlord hereby grants to Tenant a Right of Offer during the Initial Term to include under this Lease all or any portion of the office space which consists of approximately 10,513 square feet of Net Rentable Area on Floor 4 of the Building in the location identified on Exhibit F attached hereto, --------- which is, at commencement the time the Offer Notice (defined below) is delivered to Tenant, identified in the Offer Notice and is not otherwise a part of the Leased Premises (the "Offer Space") upon the terms and conditions set forth in this Second Amendment ----------- Section 7.2 (the "Right of Offer"). -------------- (b) Notwithstanding anything to the contrary contained herein, Tenant's Right of Offer is and shall be subject and subordinate to any renewal rights, expansion rights, rights of refusal, rights of offer or similar rights or options now held by any tenants of the Building with respect to all or any portion of the Offer Space (the "Superior Rights"). --------------- (c) Subject to the provisions of subsections (a) and (b) above, if during the Initial Term and from and after the date on which the tenant leasing all or any portion of the Offer Space gives notice to Landlord that it is vacating said space or any portion thereof, or upon expiration of the term of any lease on said space (and such tenant does not renew such lease) or if Landlord otherwise becomes aware that such space is becoming available and if this Lease, Tenant shall have the right Lease is then in full force and effect and an Event of offer to lease any premises located Default under this Lease is not then in the Building which becomes vacant or Landlord determines will become vacant (the “Additional Premises”). Prior to leasing any Additional Premisesexistence, Landlord shall give offer to Tenant written in writing (the "Offer Notice") the right to include all (and not a portion) of said Offer Space ------------ which is becoming available (the "RO Space") as a part of the Leased Premises -------- under this Lease upon all of the terms and conditions of this Lease except as otherwise set forth below (which notice shall contain the date upon which the RO Space is expected to be available, Landlord's determination of its intent the Market Base Rental Rate for such space as of the date the RO Space is expected to be available, and the term such space is available for lease the Additional Premises (a “Landlord Notice”by Tenant). Tenant shall have fifteen (15) days after Landlord has given written notice in which to provide Landlord with written notice (an “Election Notice”) of its election to exercise its right Right of Offer (the "Offer Election") as to lease all of the Additional Premises RO -------------- Space contained in the Offer Notice (Tenant shall and not have the right just a portion), if at all, by written notice to elect to lease part of the Additional Premises). Tenant shall pay Base Rent for the Additional Premises at the “Market Rate” (as defined below). All of the other terms and conditions pertaining to the lease of the Additional Premises shall be agreed to by Landlord and Tenant within five (5) days after Landlord receives Tenant’s written notice. If Landlord and Tenant are unable to agree on such terms and conditions within the five (5) day period, Tenant’s right to lease the Additional Premises shall automatically expire and Tenant shall have no further right to lease the Additional Premises. All of the terms and conditions for the lease of the Additional Premises shall be satisfactory to Landlord, in Landlord’s sole discretion. If Tenant does not give Landlord written notice of its election to lease such Additional Premises within fifteen (15) days after Landlord gives Tenant its written notice of the availability of the Additional Premises, Landlord shall thereafter be free to lease such Additional Premises to a third party on any terms and conditions that Landlord shall select, with no further obligation to Tenant. In the event that Landlord offers any space to Tenant pursuant to this right of offer and Tenant does not lease the space, the space so offered shall no longer be subject to this right of offer and thereafter Landlord shall not be obligated to offer said space to Tenant. If Landlord unintentionally fails to provide a Landlord Offer Notice to Tenant, Tenant’s sole remedy for such failure shall be to notify Landlord of the failure and to request that it be provided a Landlord Notice, and, in this event, if the Additional Premises is still available for lease (i.e., it has not been leased received by Landlord to a another tenant), Landlord shall provide the Landlord Notice to Tenant. Under no circumstances shall Landlord have any legal liability to Tenant (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to Tenantthe "Offer Election Period"). Landlord shall not be obligated to provide Tenant with notice pursuant to this section, and Tenant shall not have the right to exercise the right of offer granted in this section, at any time that Tenant has subleased all or any portion of the Premises or at any time Tenant is in default as defined in the Lease. This right of offer shall be subject to (i) the prior and existing rights of the other tenants in the Project to lease the Additional Premises and (ii) Landlord’s right, in Landlord’s sole discretion, to elect to renew or extend the lease of any tenant occupying the Additional Premises, whether or not such tenant has the legal right or option to renew or extend its lease.---------------------

Right of Offer. Effective at commencement (a) Landlord hereby grants to Tenant an ongoing Right of this Second Amendment and Offer (defined below) during the term of this Lease, Tenant shall have Initial Term to include under the right of offer to lease Lease all or any premises located in the Building which becomes vacant or Landlord determines will become vacant (the “Additional Premises”). Prior to leasing any Additional Premises, Landlord shall give Tenant written notice of its intent to lease the Additional Premises (a “Landlord Notice”). Tenant shall have fifteen (15) days after Landlord has given written notice in which to provide Landlord with written notice (an “Election Notice”) of its election to exercise its right to lease all portion of the Additional Premises office space on Xxxxx 00 or Xxxxx 00 of the Building, which is, at the time the Offer Notice (Tenant shall defined below) is delivered to Tenant, not have the right to elect to lease otherwise a part of the Additional Premises). Tenant shall pay Base Rent for Leased Premises (the Additional Premises at the “Market Rate” (as defined below). All of the other terms and conditions pertaining to the lease of the Additional Premises shall be agreed to by Landlord and Tenant within five (5"Offer Space") days after Landlord receives Tenant’s written notice. If Landlord and Tenant are unable to agree on such terms and conditions within the five (5) day period, Tenant’s right to lease the Additional Premises shall automatically expire and Tenant shall have no further right to lease the Additional Premises. All of upon the terms and conditions for set forth in this Paragraph 8 (the lease "Right of Offer"). Notwithstanding anything to the Additional Premises shall be satisfactory to Landlord, contrary contained in Landlord’s sole discretion. If Tenant does not give Landlord written notice of its election to lease such Additional Premises within fifteen (15) days after Landlord gives Tenant its written notice of the availability of the Additional Premises, Landlord shall thereafter be free to lease such Additional Premises to a third party on any terms and conditions that Landlord shall select, with no further obligation to Tenant. In the event that Landlord offers any space to Tenant pursuant to this right of offer and Tenant does not lease the spaceLease, the space so offered Right of Offer shall no longer be subject to this right of offer not apply, and thereafter Landlord shall not be obligated to offer said space to Tenant. If Landlord unintentionally fails to provide a Landlord Notice to Tenant, Tenant’s sole remedy for such failure shall be to notify Landlord of the failure and to request that it be provided a Landlord Notice, and, in comply with this eventParagraph 8, if the Additional Premises RO Space Rental Commencement Date (defined below) for the Offer Space would occur later than twenty-four (24) months prior to the expiration of the Initial Term (unless Tenant has elected to extend the Term of the Lease by exercising the First Renewal Option pursuant to Section 7.1 of the Lease, as amended by Paragraph 6 of the First Amendment). (b) Notwithstanding anything to the contrary contained herein, Tenant's Right of Offer is still available for and shall be subject and subordinate to any renewal rights, expansion rights, rights of refusal, rights of offer or similar rights or options (i) held by any tenant currently leasing space in the Building, or (ii) hereafter granted to any tenant leasing any space in the Building under a lease (i.e.and any extensions or renewals thereof or substitutions therefor) with respect to which (x) Tenant had the right (as Tenant received the Offer Notice [defined below] with respect thereto from Landlord) but did not timely exercise its Right of Offer, or (y) Tenant would have had the right to exercise the Right of Offer except for the existence of an Event of Default. (c) Subject to the provisions of subsections (a) and (b) above, from and after the date on which the tenant leasing all or any portion of the Offer Space gives notice to Landlord that it is vacating said space or any portion thereof, or upon expiration of the term of any lease on said space (and such tenant does not exercise a renewal option or enter into a new lease with respect to such space), or if Landlord otherwise becomes aware that such space is becoming available and if the Lease is then in full force and effect and an Event of Default under the Lease has not been leased by occurred (but in no event more than twelve (12) months prior to the date that Landlord expects the applicable Offer Space to a another tenantbecome available), Landlord shall provide offer to Tenant in writing (the "Offer Notice") the right to include all (and not a portion) of said Offer Space which is becoming available (the "RO Space"), as a part of the Leased Premises under the Lease upon all of the terms and conditions of the Lease, except as otherwise set forth below (which notice shall contain the date upon which the RO Space is expected to be available, Landlord's determination of the Market Base Rental Rate for such space as of the date the RO Space is expected to be available and the term such space is available for lease by Tenant). Tenant shall exercise its Right of Offer (the "Offer Election"), as to all of the RO Space contained in the Offer Notice (and not just a portion), if at all, by written notice to Landlord within thirty (30) days after the Offer Notice is received by Tenant (the "Offer Election Period"). Any time during the Offer Election Period prior to Landlord's receipt of the Offer Election, Landlord may have discussions with other prospective tenants with respect to the RO Space. In the event Tenant (i) would have had the right to exercise the Right of Offer except for the existence of an Event of Default, (ii) does not exercise such Right of Offer prior to the expiration of the Offer Election Period, or (iii) fails to deliver notice of the Offer Election as provided above, Tenant shall be deemed to have not exercised the Right of Offer, the Right of Offer shall expire and thereafter be of no further force or effect and Landlord shall be free to lease such space or any portion thereof to any person or entity without regard to Tenant's rights under this Paragraph 8. Under If Tenant gives notice of its election to exercise a Right of Offer but at any time at or after such election and prior to the addition of such space to the Leased Premises, an Event of Default on the part of Tenant has occurred, Landlord, at its sole option during the continuance of such Event of Default, may terminate Tenant's Offer Election and the Right of Offer in respect of the subject Offer Notice shall expire and thereafter not be exercisable by Tenant and Landlord shall be free to lease such space or any portion thereof to any person or entity without regard to Tenant's rights under this Paragraph 8. (d) The RO Space leased by Tenant pursuant to this Paragraph 8 shall be leased on and subject to the following terms and conditions: (i) Subject to the provisions of clause (ii) below, the Base Rental Rate for any RO Space leased pursuant to the exercise of a Right of Offer shall be the Market Base Rental Rate determined as of the date that such RO Space is made available to Tenant. (ii) The term of the Lease shall expire for the RO Space upon the expiration of the Term for the Existing Premises (the "RO Space Term") unless a shorter term is specified in the Offer Notice. In no circumstances event shall Landlord have the Lease continue in force and effect as to any legal liability RO Space beyond the termination of the Lease as to the Existing Premises. (iii) Any space for which Tenant elects to exercise its Right of Offer under this Paragraph 8 shall become part of the Leased Premises (but shall not be deemed a part of the defined term Initial Leased Premises for purposes of the Lease), and except to the extent expressly provided to the contrary in this Paragraph 8, shall be subject to the terms of the Lease applicable thereto, without modification, and the Term shall commence for such RO Space on delivery of said space to Tenant in an "as is" broom clean condition (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to Tenantthe "RO Space Rental Commencement Date"). Landlord shall not be obligated to provide Tenant with notice pursuant to this section, make any improvements thereto and Tenant shall not have be entitled to any construction, buildout or other allowance with respect thereto. (e) Upon the right exercise of any Right of Offer pursuant to exercise the right of offer granted terms hereof, Tenant and Landlord shall execute an amendment to the Lease in this sectionform mutually agreed to by Landlord and Tenant, at any time that Tenant has subleased all or any portion each acting reasonably, which amendment shall delineate and describe the portions of the Premises floor added to the Lease thereby and otherwise appropriately memorialize the Offer Election. (f) Tenant may not assign a Right of Offer and no sublessee or at any time assignee of Tenant is in default may exercise a Right of Offer except as defined in expressly provided for under Section 5.4(d) of the Lease. This right of offer shall be subject to If Tenant subleases thirty percent (i30%) the prior and existing rights or more of the other Leased Premises pursuant to the provisions of Section 5.4 of the Lease, the Right of Offer shall automatically terminate and be of no further force or effect. (g) Landlord shall not be liable for failure to give possession of any RO Space by reason of any holding over or retention of possession by any previous tenants or occupants of same, nor shall such failure impair the validity of the Lease (however, in the Project to lease the Additional Premises and (ii) Landlord’s right, in Landlord’s sole discretion, to elect to renew or extend the lease event of any tenant occupying such holding over, the Additional PremisesTerm shall not commence as to the applicable RO Space until the RO Space Rental Commencement Date). However, whether or not such tenant has Landlord does agree to use reasonable diligence to deliver possession of the legal right or option to renew or extend its leaseapplicable RO Space in accordance with the provisions of this Paragraph 8.

Right of Offer. Effective at commencement of this Second Amendment (a) From and during after the term of this LeaseExpansion Premises Commencement Date [*], Tenant shall have the right of offer to lease any premises located space [*] after Tenant occupies the Expansion Premises in the 3131 Building which becomes vacant or Landlord determines will become vacant (the “"Additional Premises”"). Prior to leasing any Additional Premises, Landlord shall give Tenant written notice of its intent to lease the Additional Premises (a “Landlord Notice”). Tenant shall have fifteen ten (1510) business days after Landlord has given written notice in which to provide Landlord with written notice (an “Election Notice”) of its irrevocable election to exercise its right to lease all of the Additional Premises (Tenant shall not have the right to elect to lease part of the Additional Premises). Tenant shall pay Base Rent for the Additional Premises at the “"Market Rate” " (as defined below). All of the other terms and conditions pertaining to the lease of the Additional Premises shall be agreed to by Landlord and Tenant within five ten (510) days after Landlord receives Tenant’s 's written notice, time being of the essence. If Landlord and Tenant are unable to agree on such terms and conditions within the five ten (510) day period, Tenant’s 's right to lease the Additional Premises shall automatically expire and Tenant shall have no further right to lease the Additional Premises. All Except for the Market Rate which will be determined as provided in (b) below, all of the terms and conditions for the lease of the Additional Premises shall be satisfactory to LandlordLandlord and Tenant, in Landlord’s each of their sole discretionand absolute discretions. If Tenant does not give Landlord written notice of its election to lease such Additional Premises within fifteen ten (1510) business days after Landlord gives Tenant its written notice of the availability of the Additional Premises, time being of the essence, Landlord shall thereafter be free to lease such Additional Premises to a third party on any terms and conditions that Landlord shall select, with no further obligation to TenantTenant unless and until Landlord has leased such Additional Premises to a third party, and after such third party occupies such Additional Premises, it once again becomes available for lease. In After Landlord has leased the event that Landlord offers any space Additional Premises and it has once again become available to Tenant pursuant lease, this Section shall once again apply to this right the lease of offer and Tenant does not lease the space, the space so offered shall no longer be subject to this right of offer and thereafter Landlord shall not be obligated to offer said space to Tenantsuch Additional Premises. If Landlord unintentionally fails to provide a Landlord Notice to Tenant, Tenant’s sole remedy for such failure shall be to notify Landlord of the failure and to request that it be provided a Landlord Notice, and, in this event, if the Additional Premises is still available for lease (i.e., it has not been leased by Landlord to a another tenant), Landlord shall provide the Landlord Notice to Tenant. Under no circumstances shall Landlord have any legal liability to Tenant (for damages or otherwise) due to Landlord’s unintentional failure to provide a Landlord Notice to Tenant. Landlord shall not be obligated to provide Tenant with notice pursuant to this section, and Tenant shall not have the right to exercise the right of offer granted in this section, at any time that Tenant has subleased all or any portion of the Premises or at any time Tenant is in default (continuing beyond and notice and cure period) as defined in the Lease. This right of offer shall be subject to (i) the prior and existing rights of the other tenants in the Project to lease the Additional Premises and (ii) Landlord’s 's right, in Landlord’s 's sole discretion, to elect to renew or extend the lease of any tenant occupying the Additional Premises, whether or not such tenant has the legal right or option to renew or extend its lease.