Common use of RIGHT TO LEASE ADDITIONAL SPACE Clause in Contracts

RIGHT TO LEASE ADDITIONAL SPACE. So long as (i) there then exists no Default of Tenant, (ii) the Tenant named in Section 1.1 of this Lease (or any successor by merger) and/or any Affiliate shall occupy the entire Premises, and (iii) this Lease is still in full force and effect, then if any space in the building located at 0000 Xxxxxxx Xxxxx, Xxx Xxxxx, XX shall become available for lease by Landlord, Landlord shall so notify Tenant, and shall identify the space available (the "Offered Space") and the date on which such Offered Space is expected to be available, and Tenant may, by giving notice to Landlord within ten (10) days after receipt of such notice, irrevocably elect to lease the Offered Space on the terms of this Section 2.5. If Tenant shall have so elected to lease the Offered Space, it shall enter into an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant pursuant to the terms hereof, such amendment to be in a commercially reasonable form prepared by Landlord. If Tenant shall not elect to lease the Offered Space within the aforesaid 10-day period, then Landlord shall thereafter be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Tenant shall lease the Offered Space subject to all of the terms, covenants and agreements of this Lease in effect from and after the date on which the Offered Space becomes a part of the Premises, except that (i) the Annual Fixed Rent for the Offered Space shall be the Market Rate for the Offered Space, (ii) Tenant's Percentage shall be adjusted to reflect the expansion of the Premises to include the Offered Space, and (iii) if the Offered Space shall become available for lease as of a date on which there are less than three (3) years remaining in the term of this Lease (excluding any unexercised option to extend), then the term with respect to the Offered Space shall be the term for which Landlord intends to offer such space to third parties (which need not be co-terminus with that applicable to the Premises then demised to Tenant under the Lease). Landlord shall designate the Market Rate and, if applicable, the term for the Offered Space, in Landlord's notice to Tenant of the availability of the Offered Space. If Tenant shall elect to lease the Offered Space but shall disagree with Landlord's designation of the Market Rate, then Tenant shall so notify Landlord of such disagreement in Tenant's notice electing to lease the Offered Space, otherwise the Market Rate for the Offered Space shall be as designated by Landlord. If Tenant disagrees timely with Landlord's designation of the Market Rate for the Offered Space and the parties cannot agree upon the Market Rate within ten (10) days after Tenant's notice, the Market Rate for the Offered Space shall be determined in the manner provided in Section 2.3. Subject to Landlord's obligations under Article 5, Tenant shall lease the Offered Space in "as is" condition, and Landlord shall not be required to construct any leasehold improvements to the Offered Space or to provide Tenant with any financial contribution for such purpose. Landlord and Tenant agree that time shall be of the essence of this Section 2.5. The provisions of this Section 2.5 shall not apply, and space shall not be deemed "available for lease" hereunder, if Landlord shall intend either (a) to enter into a lease of such space to any party pursuant to the terms of a lease in effect as of the Date of this Lease or to any entity controlling, controlled by or under common control with Landlord, or (b) to renew or extend the lease with (or grant a new lease to) the entity (or any party affiliated with such entity) then occupying such space.

RIGHT TO LEASE ADDITIONAL SPACE. So long (a) Subject to the terms of this Paragraph 5, Lessee shall have an on-going right to lease (“Lessee’s Right to Lease”) additional space in the Project to the extent such space becomes available for lease to third parties during the First Extended Term and following the expiration of any lease for such space, including the expiration of all renewal or extension options (“First Offer Space”). Lessee’s Right to Lease is subject and subordinate to the current rights of all other existing tenants of the Building or Project with prior expansion or lease rights relative to any First Offer Space and Lessee’s Right to Lease is superior to future rights granted to future tenants of the Building or Project relative to any First Offer Space. (b) Upon written request from Lessee, Lessor will give Lessee written notice of any qualified First Offer Space in the Project which is then available or is expected to come available within six (6) months after the date of Lessee’s request and the date the existing tenant or occupant, if any, is expected to vacate such space (“Lessor’s Availability Notice”). Within five (5) days following delivery of Lessor’s Availability Notice, Lessee will have the right to request from Lessor in writing a written statement setting forth the basic economic terms, including, but not limited to, Lessor’s determination of the fair market rent, tenant improvement allowance, if any, and all other economic terms and conditions (collectively, the “Economic Terms”), upon which Lessor is willing to lease the First Offer Space desired by Lessee, either to Lessee or to a third party effective at such time as such First Offer Space actually becomes available for occupancy. Such Economic Terms will represent Lessor’s reasonable determination of the fair market rental rate for such First Offer Space. Notwithstanding the foregoing, the Lease Term as to any First Offer Space shall be coterminous with the Lease Term with respect to the Premises as the same may be extended. (c) Within fifteen (15) days after receipt of the Economic Terms from Lessor, Lessee must give Lessor written notice pursuant to which Lessee shall elect to either: (i) there then exists no Default of Tenant, lease such First Offer Space upon such Economic Terms and the same non-Economic Terms as set forth in the Lease with respect to the Premises; (ii) refuse to lease such First Offer Space, specifying that such refusal is not based upon the Tenant named Economic Terms, but upon Lessee’s lack of need for such First Offer Space, in Section 1.1 of this Lease (which event Lessor may at any time thereafter lease such First Offer Space to any party upon any terms Lessor deems appropriate; or any successor by merger) and/or any Affiliate shall occupy the entire Premises, and (iii) this Lease refuse to lease the First Offer Space, specifying that such refusal is still based upon the Economic Terms, in full force which event Lessee will also specify revised Economic Terms upon which Lessee is willing to lease such First Offer Space (provided that Lessee may not specify a different lease term for the First Offer Space). Lessee’s failure to timely choose either clause (i), clause (ii) or clause (iii) above will be deemed to be Lessee’s choice of clause (ii) above. (d) If Lessee gives Lessor notice pursuant to clause (c)(iii) above, Lessor may elect, within five (5) days following receipt of such notice from Lessee, either to: (i) lease such First Offer Space to Lessee upon such revised Economic Terms proposed by Lessee (or such other economic terms as to which the parties may agree within such time period), and effect, then if any space the same other non-Economic Terms as set forth in the building located Lease as amended hereby; or (ii) lease the First Offer Space at 0000 Xxxxxxx Xxxxxany time thereafter to any third party upon terms which are not substantially more favorable to said party than the Economic Terms last proposed by Lessee. Lessor’s failure to timely choose either clause (i) or clause (ii) above will be deemed to be Lessor’s choice of clause (ii) above. (e) If Lessee chooses (or is deemed to have chosen) clause (c)(ii) above, Xxx Xxxxxor if Lessor chooses (or is deemed to have chosen) clause (d)(ii) above, XX Lessee’s Right to Lease any First Offer Space will be null and void and of no further force or effect; provided, however, that if Lessor intends to enter into a lease with a third party for the First Offer Space upon Economic Terms which are more favorable than the Economic Terms last proposed by Lessee, then, before leasing the First Offer Space to such third party, Lessor shall become available for lease by Landlord, Landlord shall so notify Tenantfirst give Lessee written notice of the Economic Terms of such proposed lease, and Lessee shall identify the space available have a period of five (the "Offered Space") and the date on which such Offered Space is expected to be available, and Tenant may, by giving notice to Landlord within ten (105) days after receipt of such notice, irrevocably elect notice within which to accept and agree to lease the Offered First Offer Space on the terms of this Section 2.5. If Tenant upon such more favorable Economic Terms or Lessor shall have so elected be free to lease the Offered SpaceFirst Offer Space to such third party on such more favorable terms and Lessee’s Right to Lease such First Offer Space will be null and void and of no further force or effect. If Lessee exercises it’s Right to Lease as provided herein, it shall enter into the parties will promptly thereafter execute an amendment to this Lease within ten (10) days after it shall have received to include the same from Landlord, confirming First Offer Space in the Premises and to document the lease of such Offered Space to Tenant pursuant to the terms hereof, such amendment to be in a commercially reasonable form prepared by Landlordthereof. If Tenant Lessor is required to furnish Improvements for the First Offer Space, rent for the First Offer Space shall not elect be due and payable upon the earlier of the date of substantial completion of any Lessee improvements for the First Offer Space or the date Lessee first occupies the First Offer Space. (f) As provided above, Lessee’s Right to lease the Offered Space within the aforesaid 10-day period, then Landlord shall thereafter be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Tenant shall lease the Offered Space Lease is subject to all of expansion and extension rights and other rights to lease, as applicable, which Lessor has granted to other tenants prior to the terms, covenants and agreements date of this Lease in effect Lease. Thus, Lessor’s Economic Terms will be delivered to Lessee only after Lessor has appropriately notified and received negative responses from and after the date on which the Offered Space becomes a part of the Premises, except that (i) the Annual Fixed Rent for the Offered Space shall be the Market Rate for the Offered Space, (ii) Tenant's Percentage shall be adjusted to reflect the expansion of the Premises to include the Offered Space, and (iii) if the Offered Space shall become available for lease as of a date on which there are less than three (3) years remaining all other tenants with rights in the term of this Lease (excluding any unexercised option First Offer Space superior to extend), then the term with respect to the Offered Space shall be the term for which Landlord intends to offer such space to third parties (which need not be co-terminus with that applicable to the Premises then demised to Tenant under the Lease). Landlord shall designate the Market Rate and, if applicable, the term for the Offered Space, in Landlord's notice to Tenant of the availability of the Offered Space. If Tenant shall elect to lease the Offered Space but shall disagree with Landlord's designation of the Market Rate, then Tenant shall so notify Landlord of such disagreement in Tenant's notice electing to lease the Offered Space, otherwise the Market Rate for the Offered Space shall be as designated by Landlord. If Tenant disagrees timely with Landlord's designation of the Market Rate for the Offered Space and the parties cannot agree upon the Market Rate within ten (10) days after Tenant's notice, the Market Rate for the Offered Space shall be determined in the manner provided in Section 2.3. Subject to Landlord's obligations under Article 5, Tenant shall lease the Offered Space in "as is" condition, and Landlord shall not be required to construct any leasehold improvements to the Offered Space or to provide Tenant with any financial contribution for such purpose. Landlord and Tenant agree that time shall be of the essence of this Section 2.5. The provisions of this Section 2.5 shall not apply, and space shall not be deemed "available for lease" hereunder, if Landlord shall intend either (a) to enter into a lease of such space to any party pursuant to the terms of a lease in effect as of the Date of this Lease or to any entity controlling, controlled by or under common control with Landlord, or (b) to renew or extend the lease with (or grant a new lease to) the entity (or any party affiliated with such entity) then occupying such spaceLessee’s rights.

RIGHT TO LEASE ADDITIONAL SPACE. So long (a) Subject to the terms of this Paragraph 41 and Paragraph 42, entitled "Options," Tenant shall have a continuing right to lease (the "Right to Lease") any space on the second (2nd) or ninth (9th) floors of the Building in incremental sizes acceptable to Landlord, to the extent such space becomes available for lease to third parties after the expiration of any existing lease for such space during the initial Term or the Option Term (if Tenant properly exercises its Extension Option), including the expiration of all renewal or extension options under such leases, and after the existing tenants or occupants vacate such space (the "First Offer Space"). Tenant's Right to Lease is subject and subordinate to the rights of all other tenants of the Building with rights relative to any such First Offer Space granted prior to the date of this Lease. Thus, Landlord's Economic Terms (as defined below) will be delivered to Tenant only after Landlord has appropriately notified and received negative responses from all other tenants with rights in the First Offer Space prior to Tenant's rights. Additionally, Landlord reserves the right to renew the leases (either on a month-to-month or fixed-term basis) of tenants in the First Offer Space or allow such tenants to hold over with respect to any or all of the First Offer Space, without giving rise to any of Tenant's rights pursuant to this Right to Lease, as Landlord deems appropriate in its sole and absolute discretion. (b) As to First Offer Space which is unleased as of the date of this Lease, promptly following Landlord's receipt of genuine interest from a third party to lease such space, Landlord will give Tenant written notice of such interest and the availability of such space ("Landlord's Availability Notice"). As to First Offer Space which is leased on the date of this Lease, promptly following written request ("Tenant Request") by Tenant (which may not be given more than twice in any twelve (12) consecutive month period), Landlord will give Tenant Landlord's Availability Notice as to such space. Within five (5) business days following delivery of Landlord's Availability Notice, Tenant will in writing have the right to request from Landlord a written statement setting forth the basic economic terms, including, but not limited to, Landlord's determination (as provided in Paragraph 40(c) above) of the Monthly Base Rent, an improvement allowance, if any, and all other economic terms and conditions (collectively, the "Economic Terms"), upon which Landlord is willing to lease the First Offer Space desired by Tenant. (c) Within five (5) business days after receipt of the Economic Terms from Landlord, Tenant must give Landlord written notice pursuant to which Tenant shall elect to either (i) there then exists no Default of Tenantlease such First Offer Space upon such Economic Terms and the same non-Economic Terms as set forth in this Lease with respect to the Premises, or (ii) refuse to lease such First Offer Space. Tenant's failure to timely choose either clause (i) or clause (ii) above will be deemed to be Tenant's choice of clause (ii) above. (d) If Tenant chooses (or is deemed to have chosen) clause (c)(ii) above, then Tenant's Right to Lease any First Offer Space will be null and void until Tenant once again validly delivers to Landlord a Tenant Request, in which event, the procedures and sequences described above will be followed. If Tenant named in Section 1.1 of exercises its Right to Lease as provided herein, the parties will promptly thereafter execute an amendment to this Lease (or any successor by merger) and/or any Affiliate shall occupy to include the entire Premises, and (iii) this Lease is still in full force and effect, then if any space First Offer Space in the building located at 0000 Xxxxxxx Xxxxx, Xxx Xxxxx, XX Premises and to document the lease terms thereof. The Lease Term for any First Offer Space shall become available be coterminous with the Lease Term for lease the original Premises. It shall be a condition to the valid exercise by Landlord, Landlord shall so notify Tenant of its Right to Lease that Tenant, and shall identify the space available (the "Offered Space") and the date on which such Offered Space is expected to be available, and Tenant may, by giving notice to Landlord within ten (10) days after receipt following such exercise, deliver to Landlord a new Letter of such noticeCredit, irrevocably elect to lease if the Offered Space on Letter of Credit is still outstanding as contemplated in Paragraph 44 below, in a greater amount commensurate with the terms of this Section 2.5. If Tenant shall have so elected to lease the Offered Space, it shall enter into an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant pursuant to the terms hereof, such amendment leasing commissions and maximum tenant improvement dollars to be in a commercially reasonable form prepared expended by Landlord. If Tenant shall not elect to lease the Offered Space within the aforesaid 10-day period, then Landlord shall thereafter be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Tenant shall lease the Offered Space subject to all of the terms, covenants and agreements of this Lease in effect from and after the date on which the Offered Space becomes a part of the Premises, except that (i) the Annual Fixed Rent for the Offered Space shall be the Market Rate for the Offered Space, (ii) Tenant's Percentage shall be adjusted to reflect the expansion of the Premises to include the Offered Space, and (iii) if the Offered Space shall become available for lease as of a date on which there are less than three (3) years remaining in the term of this Lease (excluding any unexercised option to extend), then the term with respect to the Offered Space shall be the term for which Landlord intends to offer such space to third parties (which need not be co-terminus with that applicable to the Premises then demised to Tenant under the Lease). Landlord shall designate the Market Rate and, if applicable, the term for the Offered Space, in Landlord's notice to Tenant of the availability of the Offered Space. If Tenant shall elect to lease the Offered Space but shall disagree with Landlord's designation of the Market Rate, then Tenant shall so notify Landlord of such disagreement in Tenant's notice electing to lease the Offered Space, otherwise the Market Rate for the Offered Space shall be as designated by Landlord. If Tenant disagrees timely with Landlord's designation of the Market Rate for the Offered Space and the parties cannot agree upon the Market Rate within ten (10) days after Tenant's notice, the Market Rate for the Offered Space shall be determined in the manner provided in Section 2.3. Subject to Landlord's obligations under Article 5, Tenant shall lease the Offered Space in "as is" condition, and Landlord shall not be required to construct any leasehold improvements to the Offered Space or to provide Tenant with any financial contribution for such purpose. Landlord and Tenant agree that time shall be of the essence of this Section 2.5. The provisions of this Section 2.5 shall not apply, and space shall not be deemed "available for lease" hereunder, if Landlord shall intend either (a) to enter into a lease of such space to any party pursuant to the terms of a lease in effect as Tenant's leasing of the Date of this Lease or to any entity controlling, controlled by or under common control with Landlord, or (b) to renew or extend the lease with (or grant a new lease to) the entity (or any party affiliated with such entity) then occupying such spaceFirst Offer Space.

RIGHT TO LEASE ADDITIONAL SPACE. So long as (ia) there then exists no Default of Tenant, (ii) Subject to the Tenant named in Section 1.1 terms of this Lease Section 12.7, throughout the Term of the Sublease, Sublessee shall have a continuing right to lease (or any successor by merger"Sublessee's Right to Lease") and/or any Affiliate shall occupy the entire Premises, and (iii) this Lease is still in full force and effect, then if any space in the building located at in the Project commonly known as 0000 Xxxxxxx Xxxxx, Xxx Xxxxx, XX shall become Xxxx Xxxxxx (the "2801 Building") to the extent any such space becomes available for lease by Landlordto third parties (all such space being referred to herein as "First Offer Space"). Sublessee's Right to Lease is subject and subordinate to the rights of all other existing tenants of the 2801 Building with prior expansion or lease rights relative to any such First Offer Space. (b) Sublessor will give Sublessee written notice of the availability of such First Offer Space setting forth the basic economic terms, Landlord shall so notify Tenantincluding, but not limited to, the Base Rent, and shall identify the space available all other economic terms and conditions (collectively, the "Offered SpaceEconomic Terms") and ), upon which Sublessor is willing to lease the First Offer Space to Sublessee including the date on which such Offered Space the existing tenant or occupant, if any, is expected to be available, and Tenant may, by giving notice to Landlord within ten vacate such space (10"Sublessor's Availability Notice"). (c) Within five (5) business days after Sublessee's receipt of such noticeSublessor's Availability Notice, irrevocably Sublessee must give Sublessor written notice pursuant to which Sublessee shall elect to either: (i) lease such First Offer Space upon the Offered Economic Terms set forth in Sublessor's Availability Notice and the same non-Economic Terms as set forth in the Sublease with respect to the Premises; or (ii) refuse to lease such First Offer Space. Sublessee's failure to timely choose either clause (i) or clause (ii) above will be deemed to be Sublessee's choice of clause (ii) above. (d) If Sublessee chooses (or is deemed to have chosen) clause (c)(ii) above, Sublessee's Right to Lease such First Offer Space on the terms of this Section 2.5will be null and void. If Tenant shall have so elected Sublessee exercises its Right to lease Lease as provided herein, the Offered Space, it shall enter into parties will promptly thereafter execute an amendment to this Lease within ten (10) days after it shall have received to include the same from Landlord, confirming First Offer Space in the Premises and to document the lease of such Offered Space terms thereof. (e) As provided above, Sublessee's Right to Tenant pursuant to the terms hereof, such amendment to be in a commercially reasonable form prepared by Landlord. If Tenant shall not elect to lease the Offered Space within the aforesaid 10-day period, then Landlord shall thereafter be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Tenant shall lease the Offered Space Lease is subject to all of expansion and extension rights and other rights to lease, as applicable, which Sublessor may have granted to other tenants prior to the terms, covenants and agreements date of this Lease in effect Sublease or following any refusal by Sublessee to lease First Offer Space as set forth above. Thus, Sublessor's Economic Terms will be delivered to Sublessee only after Sublessor has appropriately notified and received negative responses from and after the date on which the Offered Space becomes a part of the Premises, except that (i) the Annual Fixed Rent for the Offered Space shall be the Market Rate for the Offered Space, (ii) Tenant's Percentage shall be adjusted to reflect the expansion of the Premises to include the Offered Space, and (iii) if the Offered Space shall become available for lease as of a date on which there are less than three (3) years remaining all other tenants with rights in the term of this First Offer Space superior to Sublessee's rights, if any. The Right to Lease (excluding any unexercised option to extend), then the term with respect granted herein is personal to the Offered Space shall be original Sublessee executing this Sublease and any successor in interest to Sublessee provided such successor has been approved by the term for Master Lessor if so required and such successor has a net worth which Landlord intends is equal to offer such space to third parties (which need not be co-terminus with that applicable to or greater than the Premises then demised to Tenant under the Lease). Landlord shall designate the Market Rate and, if applicable, the term for the Offered Space, in Landlord's notice to Tenant net worth of the availability of the Offered Space. If Tenant shall elect to lease the Offered Space but shall disagree with Landlord's designation of the Market Rate, then Tenant shall so notify Landlord of such disagreement in Tenant's notice electing to lease the Offered Space, otherwise the Market Rate for the Offered Space shall be as designated by Landlord. If Tenant disagrees timely with Landlord's designation of the Market Rate for the Offered Space and the parties cannot agree upon the Market Rate within ten (10) days after Tenant's notice, the Market Rate for the Offered Space shall be determined in the manner provided in Section 2.3. Subject to Landlord's obligations under Article 5, Tenant shall lease the Offered Space in "as is" condition, and Landlord shall not be required to construct any leasehold improvements to the Offered Space or to provide Tenant with any financial contribution for such purpose. Landlord and Tenant agree that time shall be of the essence of this Section 2.5. The provisions of this Section 2.5 shall not apply, and space shall not be deemed "available for lease" hereunder, if Landlord shall intend either (a) to enter into a lease of such space to any party pursuant to the terms of a lease in effect Sublessee as of the Date date hereof (such a successor being described herein as a "Permitted Successor"). The Right to Lease granted herein may be exercised only by the original Sublessee executing this Sublease or a Permitted Successor while occupying the entire Premises and without the intent of thereafter subletting the Premises and may not be exercised or be assigned, voluntarily or involuntarily, by any person or entity other than the original Sublessee executing this Sublease or a Permitted Successor. Sublessee's Right to Lease is not assignable separate and apart from this Sublease, nor may the Right to Lease be separated from this Sublease in any manner, either by reservation or to any entity controlling, controlled by or under common control with Landlord, or (b) to renew or extend the lease with (or grant a new lease to) the entity (or any party affiliated with such entity) then occupying such spaceotherwise.

RIGHT TO LEASE ADDITIONAL SPACE. So long as (i) there then exists no Default of Tenant, (ii) the Tenant named in Section 1.1 of this Lease (or any successor by merger) and/or any Affiliate shall occupy the entire Premises, and (iii) this Lease is still in full force and effecteffect (or Landlord, in its sole discretion, shall waive any such condition(s)), then if any space in Xxxxx 000 xxx/xx Xxxxx 000 of the building located at 0000 Xxxxxxx Xxxxx, Xxx Xxxxx, XX Building shall become available for lease by Landlord, Landlord shall so notify TenantTenant (the “Availability Notice”), and shall identify the space which of said Suites is then available (the "“Offered Space"”) and the date on which such Offered Space is expected to be available, and Tenant may, by giving notice to Landlord within ten (10) days after receipt of such notice, irrevocably elect to lease the Offered Space on the terms of this Section 2.5. If Tenant shall have so elected to lease the Offered Space, it shall enter into an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant pursuant to the terms hereof, such amendment to be in a commercially reasonable form prepared by Landlord. If Tenant shall not elect to lease the Offered Space within the aforesaid 10-day period, then Landlord shall thereafter be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Tenant’s exercise or failure to exercise its rights hereunder with respect to one Suite (116 or 124, as applicable) shall not affect its rights hereunder with respect to the other Suite until Landlord shall have given Tenant an Availability Notice with respect to such other Suite. Tenant shall lease the Offered Space subject to all of the terms, covenants and agreements of this Lease in effect from and after the date on which the Offered Space becomes a part of the Premises, except that (i) the Annual Fixed Rent for the Offered Space shall be the Market Rate for the Offered Space, (ii) Tenant's ’s Percentage shall be adjusted to reflect the expansion of the Premises to include the Offered Space, and (iii) if the Offered Space shall become available for lease as of a date on which there are less than three (3) years remaining in the term of this Lease (excluding any unexercised option to extend), then the term with respect to the Offered Space shall be the term for which Landlord intends to offer such space to third parties (which need not be co-terminus with that applicable to the Premises then demised to Tenant under the Lease). Landlord shall designate the Market Rate and, if applicable, the term for the Offered Space, in Landlord's ’s notice to Tenant of the availability of the Offered Space. If Tenant shall elect to lease the Offered Space but shall disagree with Landlord's ’s designation of the Market Rate, then Tenant shall so notify Landlord of such disagreement in Tenant's ’s notice electing to lease the Offered Space, otherwise the Market Rate for the Offered Space shall be as designated by Landlord. If Tenant disagrees timely with Landlord's ’s designation of the Market Rate for the Offered Space and the parties cannot agree upon the Market Rate within ten (10) days after Tenant's ’s notice, the Market Rate for the Offered Space shall be determined in the manner provided in Section 2.3. Subject to Landlord's ’s obligations under Article 5, Tenant shall lease the Offered Space in "“as is" ” condition, and Landlord shall not be required to construct any leasehold improvements to the Offered Space or to provide Tenant with any financial contribution for such purpose. Landlord and Tenant agree that time shall be of the essence of this Section 2.5. The provisions of this Section 2.5 shall not apply, and space shall not be deemed "“available for lease" ” hereunder, if Landlord shall intend either (a) to enter into a lease of such space to any party pursuant to the terms of a lease in effect as of the Date of this Lease or to any entity controlling, controlled by or under common control with Landlord, or (b) to renew or extend the lease with (or grant a new lease to) the entity (or any party affiliated with such entity) then occupying such space.

RIGHT TO LEASE ADDITIONAL SPACE. So long as If, prior to the respective date of exercise thereof, (a)(i) no Event of Default shall have occurred or (ii) if any Event of Default shall have occurred, the Tenant shall have previously cured it in full or the Landlord shall have waived it and (b) there shall not have been a History of Recurring Events of Default, at any time during the Initial Term, the Tenant shall have the right, exercisable exclusively at the time and in the manner set forth below in subsection 44.1.1 of this Agreement, to require that the Landlord (subject to any similar obligations of the Landlord to any tenants of the Carnegie Center Complex at the time such notice is received and provided that the Landlord is not negotiating with another prospective tenant or existing tenant of the Carnegie Center Complex for such space at the time that such notice is received) whenever the Landlord becomes aware of Available Space in the Building, give notice to the Tenant offering to lease such space to the Tenant at the Market Rental Rate then in effect (and specifying same) for a term commencing on the date set forth in the Landlord’s notice and continuing for the greater of (a) the balance of the Initial Term, or (b) five (5) years, and the Tenant shall have the right, exercisable exclusively at the time and in the manner set forth below in subsection 44.1.2 of this Agreement, to accept such gross rentable floor space at the Market Rental Rate so specified for a term commencing on the date set forth in the Landlord’s notice and continuing for the greater of (a) the balance of the Initial Term, or (b) five (5) years. Such requirement on the Landlord shall commence on the tenth (10th) day after the Tenant shall have timely and otherwise properly given each such notice to the Landlord and shall continue in effect until the earlier of: (i) there then exists no Default the Tenant’s timely and otherwise proper acceptance of Tenantany such offer made by the Landlord, (ii) the Tenant named in Section 1.1 of this Lease (Tenant’s failure to timely and otherwise properly accept any such offer made by the Landlord, or any successor by merger) and/or any Affiliate shall occupy the entire Premises, and (iii) this Lease is still in full force and effect, then if any space in six (6) months after the building located at 0000 Xxxxxxx Xxxxx, Xxx Xxxxx, XX shall become available for lease by Landlord, Landlord shall so notify Tenant, and shall identify the space available (the "Offered Space") and the date on which such Offered Space is expected to be available, and Tenant may, by giving notice to Landlord within ten (10) days after receipt of such notice, irrevocably elect to lease the Offered Space on the terms of this Section 2.5. If Tenant shall have so elected timely and otherwise properly given such notice to lease the Offered Landlord provided that during such six (6) month period, there was no Available Space in the Building. This is the “Right to Lease Additional Space, it shall enter into an amendment ”. The Right to this Lease within ten Additional Space may not be exercised by any person other than the original Tenant (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant or assignee or successor pursuant to Section 17.6). In the terms hereofevent the Tenant assigns this Agreement or sublets, such amendment to be or licenses the use or occupancy of, the Leased Premises or any portions thereof in a commercially reasonable form prepared by Landlord. If Tenant shall not elect to lease the Offered Space within the aforesaid 10-day period, then Landlord shall thereafter be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Tenant shall lease the Offered Space subject to all of the terms, covenants and agreements accordance with subsection 17 of this Lease in effect from and after the date on which the Offered Space becomes a part of the PremisesAgreement or otherwise (other than pursuant to Section 17.6), except that or attempts to do so, (i) the Annual Fixed Rent for Right to Lease Additional Space shall thereupon expire, and (ii) if the Offered Right to Lease Additional Space has theretofore been properly exercised, but the commencement date with respect to such additional space has not yet actually occurred, the Right to Lease Additional Space shall be the Market Rate for the Offered Spacerescinded, (ii) Tenant's Percentage shall be adjusted to reflect the expansion of the Premises to include the Offered Space, and (iii) if the Offered Space Landlord so elects by notice to the Tenant, to the same extent as if it had not been exercised at all. ​ 44.1.1 The Tenant shall become available for lease as of a date on which there are less than three (3) years remaining in exercise its right to require the term Landlord to give the notices and make the offers contemplated by subsection 44.1 of this Lease (excluding any unexercised option to extend), then the term with respect Agreement by giving timely and otherwise proper notice to the Offered Space shall be the term for which Landlord intends to offer such space to third parties (which need not be co-terminus with that applicable to the Premises then demised to Tenant under the Lease). Landlord shall designate the Market Rate and, if applicable, the term for the Offered Space, in Landlord's notice to Tenant of the availability of the Offered Space. If Tenant shall elect its desire to lease the Offered Space but shall disagree with Landlord's designation of the Market Rate, then Tenant shall so notify Landlord of such disagreement in Tenant's notice electing to lease the Offered Space, otherwise the Market Rate for the Offered Space shall be as designated by Landlordadditional space. If Tenant disagrees timely with Landlord's designation of the Market Rate for the Offered Space and the parties cannot agree upon the Market Rate within ten (10) days after Tenant's notice, the Market Rate for the Offered Space shall be determined in the manner provided in Section 2.3. Subject to Landlord's obligations under Article 5, Tenant shall lease the Offered Space in "as is" condition, and Landlord shall not be required to construct any leasehold improvements to the Offered Space or to provide Tenant with any financial contribution for such purpose. Landlord and Tenant agree that time shall be of the essence of this Section 2.5. The provisions of this Section 2.5 shall not apply, and space shall not be deemed "available for lease" hereunder, if Landlord shall intend either (a) to enter into a lease of such space to any party pursuant to the terms of a lease in effect as of the Date of this Lease or to any entity controlling, controlled by or under common control with Landlord, or (b) to renew or extend the lease with (or grant a new lease to) the entity (or any party affiliated with such entity) then occupying such space.​

RIGHT TO LEASE ADDITIONAL SPACE. So (a) Subject to the terms of this Paragraph 44 and Paragraph 42, entitled "OPTIONS," and so long as (i) there then exists no Default of Tenant, (ii) the Tenant named in Section 1.1 of Landlord under this Lease owns the First Offer Space, during Landlord's initial lease-up of the First Offer Space (or any successor by mergerdefined below), Tenant shall have a right to lease (the "RIGHT TO LEASE") and/or any Affiliate shall occupy the entire Premises, all of and not just some of that certain two (iii2) this Lease is still in full force and effect, then if any space story office building in the building located at 0000 Xxxxxxx XxxxxDevelopment commonly known as Building No. 3 as shown on Exhibit "A", Xxx Xxxxxwhich Building will contain approximately 50,940 square feet, XX shall become to the extent such space becomes available for lease by Landlord, Landlord shall so notify Tenant, and shall identify to third parties during the space available initial Term (the "Offered FIRST OFFER SPACE"). (b) Landlord shall, no less than thirty (30) days prior to commencement of a marketing program for the First Offer Space, deliver to Tenant written notification ("LANDLORD'S AVAILABILITY NOTICE") and the date on which of Landlord's intent to market such Offered Space is expected to be available, and Tenant may, by giving notice to Landlord within First Offer Space. Within ten (10) days following delivery of Landlord's Availability Notice, Tenant will in writing have the right to request from Landlord a written statement setting forth the basic economic terms, including, but not limited to, Landlord's determination (as provided in Paragraph 40(c) above) of the Monthly Base Rent, term, an improvement allowance, if any, and all other economic terms and conditions (collectively, the "ECONOMIC TERMS"), upon which Landlord is willing to lease the First Offer Space. Notwithstanding any of the foregoing to the contrary, if Tenant does not elect to lease all of Building No. 3 pursuant to the foregoing and Landlord then leases or offers for lease less than all of Building No. 3 to a third party, then Landlord shall once again deliver to Tenant Landlord's Availability Notice as to the remaining space in Building No. 3 (the "REMAINDER") and Tenant's Right to Lease shall apply to the Remainder as encumbered by such prior third party lease; provided, however, to the extent Tenant desires to lease less than all of the Remainder, such smaller portion shall not be less than one-half (1/2) of one full floor. (c) Within thirty (30) days after receipt of such noticeLandlord's Availability Notice, irrevocably Tenant must give Landlord written notice pursuant to which Tenant shall elect to either (i) lease such First Offer Space upon such Economic Terms and the Offered same non-Economic Terms as set forth in this Lease with respect to the Premises, or (ii) refuse to lease such First Offer Space. Tenant's failure to timely choose either clause (i) or clause (ii) above will be deemed to be Tenant's choice of clause (ii) above. (d) If Tenant chooses (or is deemed to have chosen) clause (c)(ii) above, then Tenant's Right to Lease any First Offer Space on the terms of this Section 2.5will be null and void. If Tenant shall have so elected exercises its Right to lease Lease as provided herein, the Offered Space, it shall enter into parties will promptly thereafter execute an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant pursuant to the terms hereof, such amendment to be in a commercially reasonable form prepared by Landlord. If Tenant shall not elect to lease the Offered Space within the aforesaid 10-day period, then Landlord shall thereafter be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Tenant shall lease the Offered Space subject to all of the terms, covenants and agreements of this Lease in effect from and after the date on which the Offered Space becomes a part of the Premises, except that (i) the Annual Fixed Rent for the Offered Space shall be the Market Rate for the Offered Space, (ii) Tenant's Percentage shall be adjusted to reflect the expansion of the Premises to include the Offered Space, and (iii) if the Offered First Offer Space shall become available for lease as of a date on which there are less than three (3) years remaining in the term of this Lease (excluding any unexercised option Premises and to extend), then the term with respect to the Offered Space shall be the term for which Landlord intends to offer such space to third parties (which need not be co-terminus with that applicable to the Premises then demised to Tenant under the Lease). Landlord shall designate the Market Rate and, if applicable, the term for the Offered Space, in Landlord's notice to Tenant of the availability of the Offered Space. If Tenant shall elect to lease the Offered Space but shall disagree with Landlord's designation of the Market Rate, then Tenant shall so notify Landlord of such disagreement in Tenant's notice electing to lease the Offered Space, otherwise the Market Rate for the Offered Space shall be as designated by Landlord. If Tenant disagrees timely with Landlord's designation of the Market Rate for the Offered Space and the parties cannot agree upon the Market Rate within ten (10) days after Tenant's notice, the Market Rate for the Offered Space shall be determined in the manner provided in Section 2.3. Subject to Landlord's obligations under Article 5, Tenant shall lease the Offered Space in "as is" condition, and Landlord shall not be required to construct any leasehold improvements to the Offered Space or to provide Tenant with any financial contribution for such purpose. Landlord and Tenant agree that time shall be of the essence of this Section 2.5. The provisions of this Section 2.5 shall not apply, and space shall not be deemed "available for lease" hereunder, if Landlord shall intend either (a) to enter into a lease of such space to any party pursuant to the terms of a lease in effect as of the Date of this Lease or to any entity controlling, controlled by or under common control with Landlord, or (b) to renew or extend document the lease with (or grant a new lease to) the entity (or any party affiliated with such entity) then occupying such spaceterms thereof.

RIGHT TO LEASE ADDITIONAL SPACE. So long as (ia) there then exists no Default of Tenant, (ii) Subject to the Tenant named in Section 1.1 terms of this Lease Paragraph 41 and Paragraph 42, entitled "Options," Tenant shall have a continuing right to lease (or any successor by mergerthe "Right to Lease") and/or any Affiliate shall occupy the entire Premises, and (iii) this Lease is still in full force and effect, then if any space on the sixth (6th) floor of the Building in incremental sizes acceptable to Landlord, to the building located at 0000 Xxxxxxx Xxxxx, Xxx Xxxxx, XX shall become extent such space becomes available for lease by Landlordto third parties after the expiration of any existing lease for such space during the initial Term, Landlord shall so notify Tenantincluding the expiration of all renewal or extension options under such leases, and shall identify after the existing tenants or occupants vacate such space available (the "Offered First Offer Space"). Tenant's Right to Lease is subject and subordinate to the rights of all other tenants of the Building with rights relative to any such First Offer Space granted prior to the date of this Lease. Thus, Landlord's Economic Terms (as defined below) will be delivered to Tenant only after Landlord has appropriately notified and received negative responses from all other tenants with rights in the First Offer Space superior to Tenant's rights. Additionally, Landlord reserves the right to renew the leases (either on a month-to-month or fixed-term basis) of tenants in the First Offer Space or allow such tenants to hold over with respect to any or all of the First Offer Space, without giving rise to any of Tenant's rights pursuant to this Right to Lease, as Landlord deems appropriate in its sole and absolute discretion. (b) Promptly following written request ("Tenant Request") by Tenant (which may not be given more than twice in any twelve (12) consecutive month period), or, at Landlord's sole election, upon Landlord learning that a third party is interested in leasing the First Offer Space, Landlord will give Tenant written notice of the availability of such First Offer Space and the date on which such Offered Space the existing tenant or occupant, if any, is expected to be availablevacate such space ("Landlord's Availability Notice"). Within five (5) days following delivery of Landlord's Availability Notice, Tenant will in writing have the right to request from Landlord a written statement setting forth the basic economic terms, including, but not limited to, Landlord's determination of the Monthly Base Rent, an improvement allowance, if any, and Tenant mayall other economic terms and conditions (collectively, the "Economic Terms"), upon which Landlord is willing to lease the First Offer Space desired by giving notice Tenant. The Economic Terms shall be Landlord's reasonable determination of the fair market rental rate determined pursuant to Landlord within the terms of Paragraph 40(c) above. (c) Within ten (10) business days after receipt of such noticethe Economic Terms from Landlord, irrevocably Tenant must give Landlord written notice pursuant to which Tenant shall elect to either (i) lease such First Offer Space upon such Economic Terms and the Offered same non-Economic Terms as set forth in this Lease with respect to the Premises, or (ii) refuse to lease such First Offer Space. Tenant's failure to timely choose either clause (i) or clause (ii) above will be deemed to be Tenant's choice of clause (ii) above. (d) If Tenant chooses (or is deemed to have chosen) clause (c)(ii) above, then Tenant's Right to Lease any First Offer Space on will be null and void until Tenant once again validly delivers to Landlord a Tenant Request, in which event, the terms of this Section 2.5procedures and sequences described above will be followed. If Tenant shall have so elected exercises its Right to lease Lease as provided herein, the Offered Space, it shall enter into parties will promptly thereafter execute an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant pursuant to the terms hereof, such amendment to be in a commercially reasonable form prepared by Landlord. If Tenant shall not elect to lease the Offered Space within the aforesaid 10-day period, then Landlord shall thereafter be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Tenant shall lease the Offered Space subject to all of the terms, covenants and agreements of this Lease in effect from and after the date on which the Offered Space becomes a part of the Premises, except that (i) the Annual Fixed Rent for the Offered Space shall be the Market Rate for the Offered Space, (ii) Tenant's Percentage shall be adjusted to reflect the expansion of the Premises to include the Offered Space, and (iii) if the Offered First Offer Space shall become available for lease as of a date on which there are less than three (3) years remaining in the term of this Lease (excluding any unexercised option Premises and to extend), then the term with respect to the Offered Space shall be the term for which Landlord intends to offer such space to third parties (which need not be co-terminus with that applicable to the Premises then demised to Tenant under the Lease). Landlord shall designate the Market Rate and, if applicable, the term for the Offered Space, in Landlord's notice to Tenant of the availability of the Offered Space. If Tenant shall elect to lease the Offered Space but shall disagree with Landlord's designation of the Market Rate, then Tenant shall so notify Landlord of such disagreement in Tenant's notice electing to lease the Offered Space, otherwise the Market Rate for the Offered Space shall be as designated by Landlord. If Tenant disagrees timely with Landlord's designation of the Market Rate for the Offered Space and the parties cannot agree upon the Market Rate within ten (10) days after Tenant's notice, the Market Rate for the Offered Space shall be determined in the manner provided in Section 2.3. Subject to Landlord's obligations under Article 5, Tenant shall lease the Offered Space in "as is" condition, and Landlord shall not be required to construct any leasehold improvements to the Offered Space or to provide Tenant with any financial contribution for such purpose. Landlord and Tenant agree that time shall be of the essence of this Section 2.5. The provisions of this Section 2.5 shall not apply, and space shall not be deemed "available for lease" hereunder, if Landlord shall intend either (a) to enter into a lease of such space to any party pursuant to the terms of a lease in effect as of the Date of this Lease or to any entity controlling, controlled by or under common control with Landlord, or (b) to renew or extend document the lease with (or grant a new lease to) the entity (or any party affiliated with such entity) then occupying such spaceterms thereof.

RIGHT TO LEASE ADDITIONAL SPACE. So long as (ia) there then exists no Default Subject to the terms of this Pxxxxxxxx 00, Xxxxxxxxx 50 (with respect to the determination of the fair market rental rate) and Paragraph 52, entitled “Options”, Tenant shall have a one-time right to lease (“Tenant, (ii’s Right to Lease”) the Tenant named in Section 1.1 entire ninth (9th) floor of this Lease (or any successor by merger) and/or any Affiliate shall occupy the entire Premises, and (iii) this Lease is still in full force and effect, then if any Building to the extent such space in the building located at 0000 Xxxxxxx Xxxxx, Xxx Xxxxx, XX shall become becomes available for lease to third parties after the expiration of any existing lease fur such space during the Lease Term, Including the expiration of all renewal or extension options, and after the existing tenant or occupant vacates such space (“First Offer Space”). Tenant’s Right to Lease Is subject and subordinate to the rights of all other existing tenants of the Building with prior expansion or lease rights relative to the First Offer Space. (b) Promptly following written request (“Tenant Request”) by LandlordTenant (which may not be given more than twice in any twelve (12) consecutive month period), Landlord shall so notify Tenant, and shall identify will give Tenant written notice of the space available (availability of the "Offered Space") First Offer Space and the date on which such Offered Space the existing tenant or occupant, if any, is expected to be availablevacate such space (“Landlord’s Availability Notice”). Within five (5) days following delivery of Landlord’s Availability Notice, Tenant will have the right to request from Landlord in writing a written statement setting forth the basic economic terms, including, but not limited to, Landlord’s determination of the Base Rental, tenant improvement allowance, if any, and all other economic terms and conditions (collectively, the “Economic Terms”), upon which Landlord is willing to lease the First Offer Space to Tenant may, by giving notice or to Landlord within ten a third party. Such Economic Terms will represent Landlord’s reasonable determination of the fair market rental rate for the First Offer Space. Such fair market rental rate shall have the meaning set forth in Paragraph 50. (10c) Within five (5) business days after receipt of the Economic Terms from Landlord, Tenant must give Landlord written notice pursuant to which Tenant shall elect to either: (i) lease the First Offer Space upon such notice, irrevocably elect Economic Terms and the same non-Economic Terms as set forth in the Lease with respect to the Premises; (ii) refuse to lease the Offered First Offer Space, specifying that such refusal is not based upon the Economic Terms, but upon Tenant’s lack of need for the First Offer Space, in which event Landlord may at any time thereafter lease the First Offer Space on to any party upon any terms Landlord deems appropriate; or (iii) refuse to lease the First Offer Space, specifying that such refusal is based upon the Economic Terms, in which event Tenant will also specify revised Economic Terms upon which Tenant is willing to lease the First Offer Space (provided that Tenant may not specify a different lease term for the First Offer Space). Tenant’s failure to timely choose either clause (i), clause (ii) or clause (iii) above will be deemed to be Tenant’s choice of clause (ii) above. (d) If Tenant gives Landlord notice pursuant to clause (c)(iii) above, Landlord may elect, within five (5) days following receipt of such notice from Tenant, either to: (i) lease the First Offer Space to Tenant upon such revised Economic Terms proposed by Tenant, and the same other non-Economic Terms as set forth in this Lease; or (ii) lease the First Offer Space at any time thereafter to any third party upon terms which are not substantially more favorable to said party than the Economic Terms originally proposed by Tenant. Landlord’s failure to timely choose either clause (i) or clause (ii) above will be deemed to be Landlord’s choice of this Section 2.5clause (ii) above. (e) If Tenant chooses (or is deemed to have chosen) clause (c)(ii) above, or if Landlord chooses (or is deemed to have chosen) clause (d)(ii) above, Tenant’s Right to Lease the First Offer Space will be null and void and of no further force or effect. If Tenant shall have so elected exercises its Right to lease Lease as provided herein, the Offered Space, it shall enter into parties will promptly thereafter execute an amendment to this Lease within ten (10) days after it shall have received to include the same from Landlord, confirming First Offer Space in the Premises and to document the lease of such Offered Space terms thereof. (f) As provided above, Tenant’s Right to Tenant pursuant to the terms hereof, such amendment to be in a commercially reasonable form prepared by Landlord. If Tenant shall not elect to lease the Offered Space within the aforesaid 10-day period, then Landlord shall thereafter be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Tenant shall lease the Offered Space Lease is subject to all of expansion and extension rights and other rights to lease, as applicable, which Landlord has granted to other tenants prior to the terms, covenants and agreements date of this Lease in effect Lease. Thus, Landlord’s Economic Terms will be delivered to Tenant only after Landlord has appropriately notified and received negative responses from and after the date on which the Offered Space becomes a part of the Premises, except that (i) the Annual Fixed Rent for the Offered Space shall be the Market Rate for the Offered Space, (ii) Tenant's Percentage shall be adjusted to reflect the expansion of the Premises to include the Offered Space, and (iii) if the Offered Space shall become available for lease as of a date on which there are less than three (3) years remaining all other tenants with rights in the term of this Lease (excluding any unexercised option First Offer Space superior to extend), then the term with respect to the Offered Space shall be the term for which Landlord intends to offer such space to third parties (which need not be co-terminus with that applicable to the Premises then demised to Tenant under the Lease). Landlord shall designate the Market Rate and, if applicable, the term for the Offered Space, in Landlord's notice to Tenant of the availability of the Offered Space. If Tenant shall elect to lease the Offered Space but shall disagree with Landlord's designation of the Market Rate, then Tenant shall so notify Landlord of such disagreement in Tenant's notice electing to lease the Offered Space, otherwise the Market Rate for the Offered Space shall be as designated by Landlord. If Tenant disagrees timely with Landlord's designation of the Market Rate for the Offered Space and the parties cannot agree upon the Market Rate within ten (10) days after Tenant's notice, the Market Rate for the Offered Space shall be determined in the manner provided in Section 2.3. Subject to Landlord's obligations under Article 5, Tenant shall lease the Offered Space in "as is" condition, and Landlord shall not be required to construct any leasehold improvements to the Offered Space or to provide Tenant with any financial contribution for such purpose. Landlord and Tenant agree that time shall be of the essence of this Section 2.5. The provisions of this Section 2.5 shall not apply, and space shall not be deemed "available for lease" hereunder, if Landlord shall intend either (a) to enter into a lease of such space to any party pursuant to the terms of a lease in effect as of the Date of this Lease or to any entity controlling, controlled by or under common control with Landlord, or (b) to renew or extend the lease with (or grant a new lease to) the entity (or any party affiliated with such entity) then occupying such space’s rights.

RIGHT TO LEASE ADDITIONAL SPACE. So long (a) Subject to the terms of this Paragraph 9, through the remainder of the Extended Term, Tenant shall have a continuing first right to lease ("Tenant's First Right to Lease") the balance of space located contiguous to the Premises on the fourth floor of the Building within the area depicted on EXHIBIT C attached hereto (the "First Offer Space") to the extent such space becomes available for lease to third parties after the expiration of any existing lease for such space during the Lease Term, including the expiration of all renewal or extension options, and after the existing tenant or occupant vacates such space. The First Offer Space contains approximately 4,489 rentable square feet of space. Tenant's First Right to Lease is subject and subordinate to the rights of all other existing tenants of the Building with prior expansion or lease rights relative to such First Offer Space. Without limiting the foregoing, Landlord advises Tenant that the First Offer Space has been leased to another tenant for a term which is presently scheduled to expire as of July 31, 1997. (ib) there then exists no Default From time to time during the Lease Term, as and when the First Offer Space shall become available to lease, Landlord will give Tenant written notice of the availability of the First Offer Space and the date the existing tenant or occupant, if any, is expected to vacate such space ("Landlord's Availability Notice"). Landlord agrees to deliver the first Landlord's Availability Notice to Tenant as to the existing tenant in the First Offer Space on or before February 1, 1997. Landlord's Availability Notice will contain the basic economic terms, including, but not limited to, Landlord's determination of the Monthly Base Rent, tenant improvement allowance, if any, and all other economic terms and conditions (collectively, the "Economic Terms"), upon which Landlord is willing to lease the First Offer Space desired by Tenant, either to Tenant or to a third party. Such Economic Terms will represent Landlord's reasonable determination of the fair market rental rate for such First Offer Space. Such fair market rental rate will mean the annual amount per rentable square foot, projected during the relevant period, that a willing, comparable, non-equity tenant (iiexcluding sublease and assignment transactions) the Tenant named in Section 1.1 of this Lease (or any successor by merger) and/or any Affiliate shall occupy the entire Premiseswould pay, and a willing, comparable landlord of a comparable Class "A" quality office building located in the South Coast Plaza/Xxxx Xxxxx Airport area would accept, at arm's length (iii) this Lease what Landlord is still accepting in full force current transactions for the Building and effect, then if any space in the building located at 0000 Xxxxxxx Xxxxx000 Xxxxx Xxxxxxxxx may be considered), Xxx Xxxxxfor space of comparable size and quality as the leased area at issue taking into account the age, XX shall become available for lease by Landlordquality and layout of the existing improvements in the leased area at issue and taking into account items that professional real estate brokers customarily consider, Landlord shall so notify Tenantincluding, but not limited to, rental rates, office space availability, tenant size, tenant improvement allowances, operating expenses and allowance, parking charges, free rent, reduced rent, free parking, reduced parking, and shall identify any other lease concessions, if any, then being charged or granted by Landlord or the space available lessors of such similar office buildings. The fair market rental rate will be an effective rate, not specifically including, but accounting for, the appropriate economic concessions described above. (the "Offered Space"c) and the date on which such Offered Space is expected to be available, and Tenant may, by giving notice to Landlord within ten Within five (105) business days after receipt of Landlord's Availability Notice, Tenant must give Landlord written notice pursuant to which Tenant shall elect to either: (i) lease such noticeFirst Offer Space upon such Economic Terms and the same non-Economic Terms as set forth in the Lease with respect to the Premises; (ii) refuse to lease such First Offer Space, irrevocably elect specifying that such refusal is not based upon the Economic Terms, but upon Tenant's lack of need for such First Offer Space, in which event Landlord may at any time within one hundred eighty (180) days thereafter lease such First Offer Space to any party upon any terms Landlord deems appropriate; or (iii) refuse to lease the Offered First Offer Space, specifying that such refusal is based upon the Economic Terms, in which event Tenant will also specify revised Economic Terms upon which Tenant is willing to lease such First Offer Space on (provided that Tenant may not specify a different lease term for the terms First Offer Space). Tenant's failure to timely choose either clause (i), clause (ii) or clause (iii) above will be deemed to be Tenant's choice of this Section 2.5. clause (ii) above. (d) If Tenant shall have so elected gives Landlord notice pursuant to lease the Offered Spaceclause (c)(iii) above, it shall enter into an amendment to this Lease Landlord may elect, within ten five (105) days after it shall have received the same from Landlord, confirming the lease following receipt of such Offered notice from Tenant, either to: (i) lease such First Offer Space to Tenant pursuant upon such revised Economic Terms proposed by Tenant, and the same other non-Economic Terms as set forth in this Lease; or (ii) lease the First Offer Space at any time within one hundred eighty (180) days thereafter to any third party upon terms which are not substantially more favorable to said party than the terms hereof, such amendment Economic Terms originally proposed by Tenant. Landlord's failure to timely choose either clause (i) or clause (ii) above will be deemed to be in a commercially reasonable form prepared by Landlord. 's choice of clause (ii) above. (e) If Tenant shall chooses (or is deemed to have chosen) clause (c)(ii) above, or if Landlord chooses (or is deemed to have chosen) clause (d)(ii) above, and within one hundred eighty (180) days following such election or deemed election Landlord does not elect to enter into a binding written lease for the Offered First Offer Space within the aforesaid 10-day period, then Landlord shall thereafter be free to lease any or all of such Offered Space to with a third party upon terms permitted under clause (c)(ii) or (d)(ii) above, as the case may be, Tenant's Right of First Offer shall be reinstated and the parties from time shall again follow the procedures set forth in this Paragraph 9 as to time on such terms and conditions as it may deem appropriatethe First Offer Space. Tenant shall If Landlord enters into a binding written lease the Offered Space subject to all of the terms, covenants and agreements of this Lease in effect from and after the date on which the Offered Space becomes a part of the Premises, except that (i) the Annual Fixed Rent for the Offered First Offer Space within one hundred eighty (180) days following the applicable election by Landlord or Tenant, Tenant's First Right to Lease and First Offer shall again arise only if and when the First Offer Space shall be the Market Rate for the Offered Space, (ii) Tenant's Percentage shall be adjusted to reflect the expansion of the Premises to include the Offered Space, and (iii) if the Offered Space shall again become available for lease as of a date on which there are less than three (3) years remaining provided in the term of this Lease (excluding any unexercised option to extend), then the term with respect to the Offered Space shall be the term for which Landlord intends to offer such space to third parties (which need not be co-terminus with that applicable to the Premises then demised to Tenant under the Lease). Landlord shall designate the Market Rate and, if applicable, the term for the Offered Space, in Landlord's notice to Tenant of the availability of the Offered SpaceParagraph 9. If Tenant shall elect exercises its Right to lease the Offered Space but shall disagree with Landlord's designation of the Market RateLease as provided herein, then Tenant shall so notify Landlord of such disagreement in Tenant's notice electing to lease the Offered Space, otherwise the Market Rate for the Offered Space shall be as designated by Landlord. If Tenant disagrees timely with Landlord's designation of the Market Rate for the Offered Space and the parties cannot agree upon will promptly thereafter execute an amendment to the Market Rate within ten (10) days after Tenant's notice, Lease to include the Market Rate for the Offered First Offer Space shall be determined in the manner provided in Section 2.3. Subject Premises and to Landlord's obligations under Article 5, Tenant shall lease the Offered Space in "as is" condition, and Landlord shall not be required to construct any leasehold improvements to the Offered Space or to provide Tenant with any financial contribution for such purpose. Landlord and Tenant agree that time shall be of the essence of this Section 2.5. The provisions of this Section 2.5 shall not apply, and space shall not be deemed "available for lease" hereunder, if Landlord shall intend either (a) to enter into a lease of such space to any party pursuant to the terms of a lease in effect as of the Date of this Lease or to any entity controlling, controlled by or under common control with Landlord, or (b) to renew or extend document the lease with (or grant a new lease to) the entity (or any party affiliated with such entity) then occupying such spaceterms thereof.

RIGHT TO LEASE ADDITIONAL SPACE. So long as (ia) there then exists no Default of Tenant, (ii) Subject to the Tenant named in Section 1.1 terms of this Paragraph 7 and Sections 27.1 through 27.6 of the Lease which pertain to general conditions regarding options, Tenant shall have a continuing right to lease (or any successor by merger"Tenant's Right to Lease") and/or any Affiliate shall occupy that certain contiguous space containing approximately 3,000 rentable square feet and identified as "First Offer Space" on Schedule "1" attached hereto to the entire Premises, and (iii) this Lease is still in full force and effect, then if any extent ------------ such space in the building located at 0000 Xxxxxxx Xxxxx, Xxx Xxxxx, XX shall become becomes available for lease by Landlordto third parties after the expiration of any existing lease for such space during the Lease Term, including the expiration of all renewal or extension options, and after the existing tenant or occupant vacates such space ("First Offer Space"). Tenant's Right to Lease is subject and subordinate to the rights of all other existing tenants of the Building with prior expansion or lease rights relative to any such First Offer Space. (b) If at any time during the Term Landlord receives a bona fide, written third party offer to lease the First Offer Space containing terms as to which Landlord is prepared to accept or respond with a good faith written counter-proposal, Landlord shall so notify Tenantwill give Tenant written notice of the availability of the First Offer Space, and shall identify the date the existing tenant or occupant, if any, is expected to vacate such space available (the "Offered SpaceLandlord's Availability Notice") and the date on which such Offered Space is expected to be availablebasic economic terms, including, but not limited, to, Landlord's determination of the Base Rent, tenant improvement allowance, if any, and all other economic terms and conditions (collectively, the "Economic Terms"), upon which Landlord is willing to lease the First Offer Space to Tenant may, by giving notice to Landlord within ten based upon Landlord's then scheduled rent for the space. (10c) Within five (5) business days after receipt of such noticeLandlord's Availability Notice, irrevocably Tenant must give Landlord written notice pursuant to which Tenant shall elect to either: (i) lease such First Offer Space upon such Economic Terms and the Offered same non-Economic Terms as set forth in the Lease with respect to the Premises or (ii) not to lease such First Offer Space on in which event Landlord may at any time thereafter lease such First Offer Space to any party upon any terms Landlord deems appropriate; provided such terms are not substantially more favorable to said party than the terms Economic Terms originally proposed by Tenant, Landlord deems appropriate. Tenant's failure to timely choose either clause (i) or clause (ii) above will be deemed to be Tenant's choice of this Section 2.5clause (ii) above. If Tenant shall have so elected exercises its Right to lease Lease as provided herein, the Offered Space, it shall enter into parties will promptly thereafter execute an amendment to this Lease within ten (10) days after it shall have received to include the same from Landlord, confirming First Offer Space in the Premises and to document the lease of such Offered Space terms thereof. (d) As provided above, Tenant's Right to Tenant pursuant to the terms hereof, such amendment to be in a commercially reasonable form prepared by Landlord. If Tenant shall not elect to lease the Offered Space within the aforesaid 10-day period, then Landlord shall thereafter be free to lease any or all of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Tenant shall lease the Offered Space Lease is subject to all of expansion and extension rights and other rights to lease, as applicable, which Landlord has granted to other tenants prior to the terms, covenants and agreements date of this Lease Lease. Thus, Landlord's Economic Terms will be delivered to Tenant only after Landlord has appropriately notified and received negative responses from all other tenants with rights in effect from and after the date on which the Offered First Offer Space becomes a part of the Premises, except that (i) the Annual Fixed Rent for the Offered Space shall be the Market Rate for the Offered Space, (ii) superior to Tenant's Percentage shall be adjusted to reflect the expansion of the Premises to include the Offered Space, and (iii) if the Offered Space shall become available for lease as of a date on which there are less than three (3) years remaining in the term of this Lease (excluding any unexercised option to extend), then the term with respect to the Offered Space shall be the term for which Landlord intends to offer such space to third parties (which need not be co-terminus with that applicable to the Premises then demised to Tenant under the Lease). Landlord shall designate the Market Rate and, if applicable, the term for the Offered Space, in Landlord's notice to Tenant of the availability of the Offered Space. If Tenant shall elect to lease the Offered Space but shall disagree with Landlord's designation of the Market Rate, then Tenant shall so notify Landlord of such disagreement in Tenant's notice electing to lease the Offered Space, otherwise the Market Rate for the Offered Space shall be as designated by Landlord. If Tenant disagrees timely with Landlord's designation of the Market Rate for the Offered Space and the parties cannot agree upon the Market Rate within ten (10) days after Tenant's notice, the Market Rate for the Offered Space shall be determined in the manner provided in Section 2.3. Subject to Landlord's obligations under Article 5, Tenant shall lease the Offered Space in "as is" condition, and Landlord shall not be required to construct any leasehold improvements to the Offered Space or to provide Tenant with any financial contribution for such purpose. Landlord and Tenant agree that time shall be of the essence of this Section 2.5. The provisions of this Section 2.5 shall not apply, and space shall not be deemed "available for lease" hereunder, if Landlord shall intend either (a) to enter into a lease of such space to any party pursuant to the terms of a lease in effect as of the Date of this Lease or to any entity controlling, controlled by or under common control with Landlord, or (b) to renew or extend the lease with (or grant a new lease to) the entity (or any party affiliated with such entity) then occupying such spacerights.

RIGHT TO LEASE ADDITIONAL SPACE. So long as (i) there A. 1. Provided Tenant is not then exists no Default in default under this lease and is in occupancy of Tenant, (ii) the Tenant named in Section 1.1 of this Lease (or any successor by merger) and/or any Affiliate shall occupy substantially the entire Premises, and (iii) this Lease is still in full force and effectdemised premises, then if any space in Tenant shall have the building located at 0000 Xxxxxxx Xxxxx, Xxx Xxxxx, XX shall become available for lease by Landlord, Landlord shall so notify Tenant, and shall identify the space available option (the "Offered SpaceOption"), exercisable solely by giving Landlord written notice of such election (the "Option Exercise Notice") and the date on which such Offered Space is expected to be availableno later than March 5, and Tenant may, by giving notice to Landlord within ten (10) days after receipt of such notice, irrevocably elect to lease the Offered Space on the terms of this Section 2.5. If Tenant shall have so elected to lease the Offered Space, it shall enter into an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant pursuant to the terms hereof, such amendment to be in a commercially reasonable form prepared by Landlord. If Tenant shall not elect to lease the Offered Space within the aforesaid 10-day period, then Landlord shall thereafter be free to lease any or all one of such Offered Space to a third party or parties from time to time on such terms and conditions as it may deem appropriate. Tenant shall lease the Offered Space subject to all of the terms, covenants and agreements of this Lease in effect from and after the date on which the Offered Space becomes a part of the Premises, except that (i) the Annual Fixed Rent balance of the rentable space on the (a) Notwithstanding the foregoing, if, at any time on or before __________, Tenant shall not have exercised the Option; however, Landlord shall have received a bona-fide offer (the "Offer") in writing for the Offered Space leasing of the Entire Rentable Balance or, any part thereof and shall desire to execute and deliver a lease for such space, on or before ____________, pursuant to the Offer, Landlord shall notify Tenant in writing ("Landlord's Notice") that it has received an Offer. If the Offer shall be the Market Rate for the Offered Space, (ii) Tenant's Percentage Entire Rentable Balance or shall be adjusted to reflect the expansion for space which is situate in each of the Premises to include the Offered Space, Unit A and Unit B as shown on Exhibits A-2 and A-3 annexed hereto (iii) if the Offered Space shall become available for lease as of a date on which there are less than three (3) years remaining in the term of this Lease (excluding any unexercised option to extendbut does not cover such entire area), then the term with respect to "Additional Space" shall mean the Offered Space Entire Rentable Balance. If the Offer shall be for space which is situate solely in either Unit A or Unit B (but not both of such Units), then the term for "Additional Space" shall mean the Unit in which Landlord intends to offer such space to third parties (which need not be co-terminus with that applicable to the Premises then demised to is situate unless Tenant under the Lease). Landlord shall designate the Market Rate and, if applicable, the term for the Offered Spaceelect, in LandlordTenant's notice to Tenant of the availability of the Offered Space. If Tenant shall elect Notice (as defined hereon) to lease the Offered Space but Entire Rentable Balance, in which case the term "Additional Space" shall disagree with Landlord's designation of mean the Market Rate, then Tenant shall so notify Landlord of such disagreement in Tenant's notice electing to lease the Offered Space, otherwise the Market Rate for the Offered Space shall be as designated by Landlord. If Tenant disagrees timely with Landlord's designation of the Market Rate for the Offered Space and the parties cannot agree upon the Market Rate within ten (10) days after Tenant's notice, the Market Rate for the Offered Space shall be determined in the manner provided in Section 2.3. Subject to Landlord's obligations under Article 5, Tenant shall lease the Offered Space in "as is" condition, and Landlord shall not be required to construct any leasehold improvements to the Offered Space or to provide Tenant with any financial contribution for such purpose. Landlord and Tenant agree that time shall be of the essence of this Section 2.5. The provisions of this Section 2.5 shall not apply, and space shall not be deemed "available for lease" hereunder, if Landlord shall intend either (a) to enter into a lease of such space to any party pursuant to the terms of a lease in effect as of the Date of this Lease or to any entity controlling, controlled by or under common control with Landlord, or (b) to renew or extend the lease with (or grant a new lease to) the entity (or any party affiliated with such entity) then occupying such spaceEntire Rentable Balance.

RIGHT TO LEASE ADDITIONAL SPACE. So long as (i) there then exists no Default At any time during the term of Tenantthis Lease, (ii) the Tenant named shall have the right of first offer on the whole of any space which is located in Section 1.1 the Building (hereafter “Additional Space”), which Additional Space was, after the date of this Lease Lease, leased to and occupied by a third (or any successor by merger3rd) and/or any Affiliate shall occupy the entire Premises, party but becomes vacant and (iii) this Lease is still in full force and effect, then if any space in the building located at 0000 Xxxxxxx Xxxxx, Xxx Xxxxx, XX shall become available for lease. Prior to making or accepting an offer to lease by Landlordthe Additional Space to or from a third (3rd) party, Landlord the Owner shall deliver to the Tenant a written notice (hereafter “Owner’s Notice”) advising the Tenant that the Additional Space is available for lease. If the Tenant is interested in leasing the Additional Space, the Tenant shall so notify the Owner in writing (hereafter “Tenant’s Notice”) within Ten (10) business days after the Tenant’s receipt of the Owner’s Notice. The rent and other terms of the leasing by the Owner to the Tenant of the Additional Space shall be at the then prevailing fair market rent and terms, and shall identify the space available (the "Offered Space") and the date on which such Offered Space is expected to be availableprovided, and Tenant maythat if, by giving notice to Landlord within ten (10) business days after receipt the delivery by the Tenant to the Owner of such noticethe Tenant’s Notice, irrevocably elect the Owner and the Tenant cannot agree on the then prevailing fair market rent and terms for the Additional Space, rights of the Tenant to lease the Offered Additional Space on shall terminate and end and the terms of this Section 2.5. If Tenant Owner shall have so elected the right to list the Additional Space for lease with a broker and otherwise solicit third party often for the lease of the Additional Space and to lease the Offered Space, it shall enter into an amendment to this Lease within ten (10) days after it shall have received the same from Landlord, confirming the lease of such Offered Space to Tenant pursuant to the terms hereof, such amendment to be in a commercially reasonable form prepared by Landlord. If Tenant shall not elect to lease the Offered Space within the aforesaid 10-day period, then Landlord shall thereafter be free to lease any or all of such Offered Space Additional Spice to a third party or parties from time without further obligation to time on such terms and conditions as it may deem appropriatethe Tenant. Tenant shall lease the Offered Space subject to all The failure of the terms, covenants and agreements of this Lease in effect from and after Tenant to deliver the date on which Owner the Offered Space becomes a part of Tenant’s Notice within the Premises, except that (i) the Annual Fixed Rent for the Offered Space time herein specified shall be conclusively deemed to be a waiver by the Market Rate for the Offered Space, (ii) Tenant's Percentage shall be adjusted to reflect the expansion Tenant of the Premises to include the Offered Space, and (iii) if the Offered Space shall become available for lease as its right of a date on which there are less than three (3) years remaining in the term of this Lease (excluding any unexercised option to extend), then the term first offer with respect to the Offered Additional Space shall be the term for which Landlord intends to offer such space to third parties (which need not be co-terminus with that applicable to the Premises then demised to Tenant under the Lease). Landlord shall designate the Market Rate and, if applicable, the term for the Offered Space, in Landlord's notice to Tenant of the availability of the Offered Space. If Tenant shall elect to lease the Offered Space but shall disagree with Landlord's designation of the Market Rate, then Tenant shall so notify Landlord of such disagreement in Tenant's notice electing to lease the Offered Space, otherwise the Market Rate for the Offered Space shall be as designated by Landlord. If Tenant disagrees timely with Landlord's designation of the Market Rate for the Offered Space and the parties cannot agree upon the Market Rate within ten (10) days after Tenant's notice, the Market Rate for the Offered Space shall be determined in the manner provided in Section 2.3. Subject to Landlord's obligations under Article 5, Tenant shall lease the Offered Space in "as is" condition, and Landlord shall not be required to construct any leasehold improvements to the Offered Space or to provide Tenant with any financial contribution for such purpose. Landlord and Tenant agree that time shall be of the essence of this Section 2.5. The provisions of this Section 2.5 shall not apply, and space shall not be deemed "available for lease" hereunder, if Landlord shall intend either (a) to enter into a lease of such space to any party pursuant to the terms of a lease in effect as of the Date of this Lease or to any entity controlling, controlled by or under common control with Landlord, or (b) to renew or extend the lease with (or grant a new lease to) the entity (or any party affiliated with such entity) then occupying such spaceSection.