Common use of Right of Offer Clause in Contracts

Right of Offer. (a) 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. (a) Effective at commencement 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 not give Landlord written notice of the Offeror and Lessee or its election designee enter into a purchase agreement for the Property or the offered interest, Lessee or its designee shall be bound under this Lease to lease such Additional Premises within fifteen (15) days after Landlord gives Tenant its written notice 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 availability 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 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 Lien 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 Mortgage unless Lessor repays all debt secured 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 sectionsuch Mortgage, and Tenant shall not have all debt evidenced by 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. (a) Effective 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 “Landlord Notice”). Tenant shall have fifteen (15) days after Landlord has given written Right of Offer Space described in Landlord’s notice in which to provide Landlord with written notice (an “Election Notice”) of its election to exercise its right or refuse to lease all of the Additional Premises (Tenant shall not have the right to elect to lease part of the Additional Premises)same. Tenant shall pay Base The Rent for the Additional Premises at the “Market Rate” (as defined below). All Right of the other terms and conditions pertaining Offer Space shall be equal to the lease then prevailing Market Rate as determined by Landlord based upon current similar transactions for space available of similar size in buildings of comparable age, location and quality in the Additional Premises 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 agreed exercised only with respect to by Landlord all of such Right of Offer Space offered, and not to any portion thereof. Failure of 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 timely respond 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 conclusively be satisfactory to Landlord, in Landlord’s sole discretion. If Tenant does not give Landlord written notice of its election deemed refusal to lease such Additional Premises within fifteen (15) days after Landlord gives Tenant its written notice Right 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 sectionOffer Space, and Tenant shall not thereafter have the right no further Right of Offer with respect 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 leasespace.

Right of Offer. (a) Effective at commencement Provided that no Event of this Second Amendment Default has occurred and during the term of this Leaseis continuing, Tenant shall have the right of offer prior 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 (and as 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 condition precedent to the lease of the Additional Premises shall be agreed to solicitation 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 or by any member or members 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 Noticeany sale, andconveyance, 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 transfer 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 other disposition of offer granted in this section, at any time that Tenant has subleased all or any portion of the Premises or at all or any time Tenant is in default as defined portion of the membership interest in the Lease. This right of offer shall be subject to Landlord, respectively, during the Term (i) Landlord (the prior “Offeror”) shall deliver to Tenant a notice (constituting an offer) stating the sales price and existing rights all other material terms for the sale of the other tenants in Premises or membership interest that the Project to lease Landlord would accept (the Additional Premises “First Offer”), and (ii) Landlord’s rightTenant shall have thirty (30) days from its receipt of the First Offer to accept the First Offer on its own behalf or on behalf of its designee. The Offeror shall not be permitted to revoke the First Offer during the 30-day period, but the 30 day period shall be deemed to be revoked during the 30-day period if Offeror and Tenant or its designee enter into a purchase agreement on terms different than those contained in Landlord’s the First Offer. The First Offer may be rejected by Tenant or its designee at any time, but shall be deemed to be rejected by Tenant or its designee (i) at the end of the 30-day period if prior to the end of the 30-day period Tenant or its designee has not accepted the First Offer and entered into a purchase agreement with the Landlord for the purchase and sale of the Premises or membership interest provided that such purchase agreement sets forth the price and terms as stated in the First Offer, or (ii) if, at any time during such 30-day period a Lease Event of Default Occurs. Tenant or its designee may reject or accept the First Offer in its 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. (a) Effective Provided that no Lease Event of Default has occurred and is continuing, Lessee shall have a right of first offer as described in this Article 4 with respect to (i) any 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 commencement least a 50% interest in Lessor and in the profits and losses of this Second Amendment Lessor. If Lessor or any party that owns an interest, directly or indirectly, in Lessor (the "Offeror"), 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"). Lessee shall have ninety (90) 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 term of this LeaseApplicable Period, Tenant but the Applicable Period shall have be deemed to be terminated during the right of offer to lease any premises located Applicable Period if Offeror and Lessee or its designee enter into a purchase agreement on terms different than those contained in the Building 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 becomes vacant or Landlord determines will become vacant is thirty (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 (1530) 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 not give Landlord written notice of the Offeror and Lessee or its election designee enter into a purchase agreement for the Property or the offered interest, Lessee or its designee shall be bound under this Lease to lease such Additional Premises within fifteen (15) days after Landlord gives Tenant its written notice 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 availability 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 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 Lien 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 Mortgage unless Lessor repays all debt secured 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 sectionsuch Mortgage, and Tenant shall not have all debt evidenced by 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. (a) Effective at commencement of this Second Amendment and during the term of this Lease, Tenant 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. Prior to issuing any New Stock to any OEP Stockholder, the Company shall offer (athe “New Stock Offer”) Effective each of the GW Stockholders, AB Stockholders and RD Stockholders (collectively, the “New Stock Offerees” and, each, a “New Stock Offeree”) an opportunity to purchase in cash any or all of its Pro Rata portion of such New Stock on the same terms and conditions as offered to the OEP Stockholder(s), and, if such New Stock is to be issued as a part of a unit of securities, the Company shall offer each of the New Stock Offerees an opportunity to purchase any or all of its Pro Rata portion of such unit of securities (together with the New Stock, the “New Stock Units”) on the same terms and conditions as offered to the OEP Stockholders. The Company shall make such New Stock Offer by providing each New Stock Offeree with notice (the “New Stock Notice”) setting forth (i) each New Stock Offeree’s Pro Rata portion of such New Stock or of such New Stock Units, as the case may be, (ii) the cash consideration to be paid for each share of New Stock or each unit of New Stock Units, as the case may be, and (iii) all other material terms of such New Stock Offer. Each New Stock Offeree may elect to accept the New Stock Offer delivering written notice of its acceptance to the Company within seven (7) days after delivery of the New Stock Notice (the “Election Notice”). If any New Stock Offeree has elected to purchase the New Stock or New Stock Units, as applicable, the sale thereof shall be consummated on the proposed closing date set forth in the New Stock Offer which shall be no sooner than the fifteenth (15th) day following the giving of the New Stock Notice. In the event any New Stock Offeree elects not to exercise its right pursuant to this Section 2.6, fails to timely give an Election Notice or fails to purchase the securities allocated to it at commencement of this Second Amendment the closing designated therefor by the Company, such New Stock Offeree shall cease to have any rights hereunder with respect to such New Stock Offer and during the term of this Lease, Tenant no New Stock Offeree shall have the right to purchase the securities offered to such New Stock Offeree. For purposes of offer to lease any premises located in determining 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 Pro Rata 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 New Stock Units under this Section 2.6, only clause (i) the prior and existing rights of the other tenants in definition of Pro Rata shall be applicable. This Section 2.6 will terminate automatically and be of no further force and effect upon the Project to lease consummation of an underwritten public offering registered under the Additional Premises and (ii) Landlord’s right, in Landlord’s sole discretion, to elect to renew or extend the lease Securities Act of any tenant occupying the Additional Premises, whether or not such tenant has the legal right or option to renew or extend its leaseCommon Stock.

Right of Offer. (a) 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. (a) Effective at commencement Following the decline by the Company (and any of this Second Amendment and during its assignees) of their rights of first offer, if applicable, the term of this Lease, Tenant Holders shall have an option for a period of thirty (30) days from the right later of offer to lease any premises located the Holder's receipt of the Transfer Notice from the Selling Holder set forth in Section 20.2 or 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 Company's decline 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 first offer right to lease all purchase their or its pro rata shares 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 Offered Shares at the “Market Rate” (as defined below). All of same price and subject to the other same material terms and conditions pertaining to as described in the lease Transfer Notice. Each 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 persons may exercise 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, purchase option and, in this eventthereby, 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 purchase all or any portion of his or its pro rata shares (with any reallotments as provided below) of the Premises Offered Shares, by notifying the Selling Holder in writing, before expiration of the initial thirty (30) day period as to the number of such shares which he or at any time Tenant is in default as defined in it wishes to purchase. Each Holder's pro rata share of the LeaseOffered Shares shall be a fraction of the Offered Shares, of which the number of shares of Common Stock held by such Holder (assuming full exercise and conversion of all convertible or exercisable securities) on the date of the Holder's receipt of the Transfer Notice from the Selling Holder (the "Notice Date") shall be the numerator and the total number of shares of Common Stock held by all Holders (assuming full exercise and conversion of all convertible or exercisable securities) on the Notice Date shall be the denominator. This Each Holder shall have a right of offer overallotment such that, if any other Holder fails to exercise the right to purchase its full pro rata share of the Offered Shares, the other participating Holders may, before the date ten (10) days following the expiration of the initial thirty (30) day period, exercise an additional right to purchase, on a pro rata basis, the Offered Shares not previously purchased (which the Selling Holder shall notify the participating Holders of promptly following the expiration of the thirty (30) day period set forth above) by so notifying the Selling Holder and the Company, in writing, within such ten (10) day period. Each Holder shall be subject entitled to (i) apportion the prior Offered Shares to be purchased among its partners and existing rights affiliates, provided that such Holder notifies the Selling Holder of such allocation. If a Holder gives the Selling Holder notice that it desires to purchase its share and, as the case may be, its overallotment, then payment for the Offered Shares shall be by check or wire transfer, against delivery of the other tenants in Offered Shares to be purchased at a place agreed upon between the Project to lease parties and at the Additional Premises and (ii) Landlord’s right, in Landlord’s sole discretion, to elect to renew or extend time of 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 leasescheduled closing therefor.