Common use of Tenant’s Right of First Offer Clause in Contracts

Tenant’s Right of First Offer. Prior to marketing the Premises for any Transfer of the Premises, Landlord shall first give written notice to Tenant (a "Transfer Notice") of Landlord's desire to transfer the Premises and the specific terms and conditions that would be acceptable to Landlord, including but not limited to price, closing conditions and time for closing ("Landlord's Transfer Terms"). Tenant shall have the right (but not the obligation) during the fifteen (15) day period after receipt of the Transfer Notice in which to give Landlord either (1) written notice of Tenant's agreement to Landlord's Transfer Terms, in which event Landlord shall transfer the Premises to Tenant, and Tenant shall acquire the Premises from Landlord, in accordance with Landlord's Transfer Terms, or (2) written notice of such other terms and conditions on which Tenant would be willing to acquire the Premises from Landlord, including but not limited to price, closing conditions and time for closing ("Tenant's Transfer Terms"), in which event Landlord shall have fifteen (15) days after receipt of Tenant's Transfer Terms to accept or reject Tenant's Transfer Terms by written notice to Tenant. If Landlord accepts Tenant's Transfer Terms, Landlord shall transfer the Premises to Tenant, and Tenant shall acquire the Premises from Landlord, in accordance with Tenant's Transfer Terms and such other terms as are mutually acceptable to Landlord and Tenant. If Landlord rejects Tenant's Transfer Terms, Landlord shall be free, for a period of one hundred eighty (180) days after its written notice to Tenant rejecting Tenant's Transfer Terms, to transfer the Premises to any other Person on Landlord's Transfer Terms or such other terms and conditions as Landlord may determine, provided that such terms and conditions shall provide Landlord with at least 95% of the purchase price included in Tenant's Transfer Terms. Tenant shall have the right to review all agreements between Landlord and any other Person governing the Transfer of the Premises to confirm that the terms and conditions thereof are not less favorable than Tenant's Transfer Terms. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunder. In the event Tenant fails to respond to any Transfer Notice within thirty (30) days after receipt of same, Landlord shall be free, for a period of one hundred eighty (180) days after such 30-day period expires, to Transfer the Premises to any other Person on such terms and conditions as Landlord, in its sole discretion, may determine. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunder. Notwithstanding Tenant's failure for any reason to purchase the Premises from Landlord pursuant to this Section 22.1, this Lease shall remain in effect in accordance with its terms and any Person that purchases the Premises from Landlord shall take ownership of the Premises subject to this Lease, including, without limitation, Tenant's Right of First Offer hereunder, which shall apply to any future transfer of the Premises by said purchaser or its successors or assigns.

Tenant’s Right of First Offer. Prior to marketing After the Premises for any Transfer initial lease-up of the Premisesentire Building, Tenant shall have a one-time Right of First Offer to lease any space (“Offer Space”) in the Building subject to the right of Foundation Medicine after initial lease-up of the Building (and to the extent any space remains vacant after September 1, 2015) and subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the current lease) and subject to the following terms and conditions: (a) Landlord shall first give written notice (“Offer Notice”) to Tenant of the availability (a "Transfer Notice"or anticipated availability) of Landlord's desire to transfer such space, setting forth the Premises and the specific terms and conditions on which Landlord would lease such space to Tenant which terms shall include rent at the Market Rate. The term of the lease for the Offer Space shall be co-terminus with the Term for the Premises provided that would there is at least five (5) years of unexpired Term remaining in the Base Term or Extension Term. Otherwise the term pertaining to the Offer Space shall be acceptable to Landlord, including but not limited to price, closing conditions and time for closing five ("Landlord's Transfer Terms")5) years unless a longer term is requested by Tenant. Tenant shall have the right right, exercisable by notice to Landlord given on or before the tenth (but not the obligation10th) during the fifteen (15) day period Business Day after receipt of the Transfer Offer Notice in which to give Landlord either (1) written notice of Tenant's agreement to Landlord's Transfer Terms, in which event Landlord shall transfer lease such space on the Premises to Tenant, and Tenant shall acquire the Premises from Landlord, in accordance with Landlord's Transfer Terms, or (2) written notice of such other terms and conditions on which Tenant would be willing to acquire set forth in the Premises from Landlord, including but not limited to price, closing conditions and time for closing ("Tenant's Transfer Terms"), in which event Landlord shall have fifteen (15) days after receipt of Tenant's Transfer Terms to accept or reject Tenant's Transfer Terms by written notice to TenantOffer Notice. If Landlord accepts Tenant's Transfer Terms, Landlord shall transfer the Premises to Tenant, and Tenant shall acquire not elect to lease such space within the Premises from Landlord, in accordance with Tenant's Transfer Terms and such other terms as are mutually acceptable to Landlord and Tenant. If Landlord rejects Tenant's Transfer Termsten (10) Business Day period, Landlord shall be free, for a period of one hundred eighty (180) days after its written notice free to Tenant rejecting Tenant's Transfer Terms, to transfer the Premises to lease such space at any other Person time and on Landlord's Transfer Terms or such other any terms and conditions as conditions; provided however, that if Landlord may determine, provided that such terms and conditions shall provide Landlord with intends to lease the Offer Space at least an amount equal to or less than 95% of the purchase price included rent offered to Tenant in the Offer Notice or Landlord fails to lease the Offer Space within the twelve (12) month period following Tenant's Transfer Terms’s failure to elect or election not to lease such Offer Space, Landlord shall again offer the Offer Space to Tenant pursuant to this Article 29 at such lower rent amount. Tenant The twelve (12) month deadline shall have be extended as necessary if Landlord has commenced negotiations with a prospective tenant but not yet in good faith executed a lease during the right to review all agreements between Landlord and any other Person governing the Transfer of the Premises to confirm that the twelve (12) month period. (b) The terms and conditions thereof are not less favorable than Tenant's Transfer Terms. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises provisions of Sections 28.3-28.6 shall forthwith again become subject be incorporated into this Section and pertain to Tenant's ’s option to exercise its Right of First Offer hereunder. In the event Tenant fails to respond to any Transfer Notice within thirty (30) days after receipt of same, Landlord shall be free, for a period of one hundred eighty (180) days after such 30-day period expires, to Transfer the Premises to any other Person on such terms and conditions as Landlord, in its sole discretion, may determine. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunder. Notwithstanding Tenant's failure for any reason to purchase the Premises from Landlord pursuant to this Section 22.1, this Lease shall remain in effect in accordance with its terms and any Person that purchases the Premises from Landlord shall take ownership of the Premises subject to this Lease, including, without limitation, Tenant's Right of First Offer hereunder, which shall apply to any future transfer of the Premises by said purchaser or its successors or assignsif originally stated herein.

Tenant’s Right of First Offer. Prior to marketing After the Premises for any Transfer initial lease-up of the Premisesentire Building (or before the initial lease-up thereof after the 24th month following the Lease Commencement Date), Tenant shall have an on-going Right of First Offer to lease any space (“Offer Space”) in the Building subject to the right of Landlord to extend or renew any then current lease (or enter into a new lease with the same tenant even if no extension or renewal rights are contained in the current lease) and subject to the following terms and conditions: (a) Landlord shall first give written notice (“Offer Notice”) to Tenant (a "Transfer Notice"of the availability anticipated availability) of Landlord's desire to transfer such space, setting forth the Premises and the specific terms and conditions on which Landlord would lease such space to Tenant which terms shall include rent at the Market Rate. The term of the lease for the Offer Space shall be co-terminus with the Term for Premises provided that would there is at least three (3) years of unexpired Term remaining in the Base Term or Extension Term. Otherwise the term pertaining to the Offer Space shall be acceptable to Landlord, including but not limited to price, closing conditions and time for closing five ("Landlord's Transfer Terms")5) years unless a longer term is requested by Tenant. Tenant shall have the right right, exercisable by notice to Landlord given on or before the tenth (but not the obligation10th) during the fifteen (15) day period Business Day after receipt of the Transfer Offer Notice in which to give Landlord either (1) written notice of Tenant's agreement to Landlord's Transfer Terms, in which event Landlord shall transfer lease such space on the Premises to Tenant, and Tenant shall acquire the Premises from Landlord, in accordance with Landlord's Transfer Terms, or (2) written notice of such other terms and conditions on which Tenant would be willing to acquire set forth in the Premises from Landlord, including but not limited to price, closing conditions and time for closing ("Tenant's Transfer Terms"), in which event Landlord shall have fifteen (15) days after receipt of Tenant's Transfer Terms to accept or reject Tenant's Transfer Terms by written notice to TenantOffer Notice. If Landlord accepts Tenant's Transfer Terms, Landlord shall transfer the Premises to Tenant, and Tenant shall acquire not elect to lease such space within the Premises from Landlord, in accordance with Tenant's Transfer Terms and such other terms as are mutually acceptable to Landlord and Tenant. If Landlord rejects Tenant's Transfer Termsten (10) Business period, Landlord shall be free, for a period of one hundred eighty (180) days after its written notice free to Tenant rejecting Tenant's Transfer Terms, to transfer the Premises to lease such space on any other Person on Landlord's Transfer Terms or such other terms and conditions as Landlord may determineconditions, provided provided, however, that the new lease shall contain a net effective rental rate (taking into account relevant factors, including the average annual base rent and additional rent (less concessions) tenant improvement allowances and other economic inducements) equal to least ninety five percent (95%) of such terms and conditions shall provide Landlord with net effective rental rate set forth in Landlord’s Notice to Tenant. If, within six months after Tenant’s actual or deemed rejection, desires to lease the Offer Space at least a net effective rental rate less than ninety five percent (95% %) of the purchase price included net effective rental rate set forth in Tenant's Transfer Terms. Landlord’s Offer Notice, then, prior to leasing the Offer Space to a third party, Landlord shall again give Tenant shall have the right to review all agreements between Landlord and any other Person governing the Transfer an Offer Notice of the Premises availability of the Offer Space and an opportunity to confirm that lease the terms and conditions thereof are not less favorable than Tenant's Transfer Terms. same. (b) If Landlord does has not so Transfer leased the Premises Offer Space within six (6) months of the applicable one hundred eighty (180) day perioddate of Landlord’s Offer Notice for such space, the Premises shall forthwith again become subject to then Tenant's ’s Right of First Offer hereunder. In shall once again apply to such space and Landlord must continue to first offer such space to Tenant prior to leasing to a third party at all times during the event Tenant fails to respond to Term after the expiration of any Transfer Notice within thirty such six (306) days after receipt of same, Landlord month period (provided that the six month deadline shall be free, for extended as necessary if Landlord has commenced negotiations with a period of one hundred eighty prospective tenant but not yet in good faith executed a lease during the six month period). (180c) days after such 30-day period expires, to Transfer the Premises to any other Person on such The terms and conditions as Landlord, in its sole discretion, may determine. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises provisions of Sections 28.3-28.6 shall forthwith again become subject be incorporated into this Section and pertain to Tenant's ’s option to exercise its Right of First Offer hereunder. Notwithstanding Tenant's failure for any reason to purchase the Premises from Landlord pursuant to this Section 22.1, this Lease shall remain in effect in accordance with its terms and any Person that purchases the Premises from Landlord shall take ownership of the Premises subject to this Lease, including, without limitation, Tenant's Right of First Offer hereunder, which shall apply to any future transfer of the Premises by said purchaser or its successors or assignsas if originally stated herein.

Tenant’s Right of First Offer. Prior If, at any time during the Term, Landlord shall desire to marketing lease any portion of the Building which is contiguous to the Premises for (the “Expansion Space”) to a third party other than the existing tenant in any Transfer of such space, or any other party having any pre-existing rights to the PremisesExpansion Space, Landlord shall first give written Tenant notice to Tenant (a "Transfer “Landlord’s Notice"”) of Landlord's desire to transfer the Premises and the specific terms and conditions that would be acceptable upon which Landlord is willing to Landlord, including but not limited to price, closing conditions and time for closing ("lease the Expansion Space. Any such Landlord's Transfer Terms"Notice delivered by Landlord shall describe the applicable Expansion Space and the rentable square feet thereof (as reasonably determined by Landlord pursuant to the applicable BOMA Standard), and shall set forth the terms upon which Landlord would lease such applicable Expansion Space to Tenant, including, without limitation (i) the anticipated date upon which such applicable Expansion Space will be available for lease by Tenant and the commencement date therefor, (ii) a schedule of construction of tenant improvements for such applicable Expansion Space, if any, which shall take into account the length of the remaining Term of this Lease on fair market terms (iii) the Base Rent payable for such applicable Expansion Space, which shall be equal to the Prevailing Fair Market Rental Rate for such applicable Expansion Space, as defined in Exhibit B and as reasonably determined by Landlord (subject, however, to Tenant's right to object thereto and cause the Base Rent to be determined through arbitration pursuant to Exhibit B) and taking into account the remaining Term of the Lease, (iv) any tenant improvement allowance for such applicable Expansion Space (which amount shall be reasonably determined by Landlord as part of the Prevailing Fair Market Rental Rate for such applicable Expansion Space described in Landlord's Notice taking into account the remaining Term of the Lease), and (v) the term of the lease for such applicable Expansion Space, which shall in all events be coterminous with the Term for the Premises (as it may be extended pursuant to Exhibit B). Tenant shall have the right right, exercisable by notice to Landlord within ten (but not 10) business days after the obligation) during date of Landlord’s Notice, the fifteen (15) day period after receipt time of giving of such notice to be of the Transfer Notice in which to give Landlord either (1) written notice essence of Tenant's agreement to Landlord's Transfer Terms, in which event Landlord shall transfer the Premises to Tenant, and Tenant shall acquire the Premises from Landlord, in accordance with Landlord's Transfer Terms, or (2) written notice of such other terms and conditions on which Tenant would be willing to acquire the Premises from Landlord, including but not limited to price, closing conditions and time for closing ("Tenant's Transfer Terms"), in which event Landlord shall have fifteen (15) days after receipt of Tenant's Transfer Terms to accept or reject Tenant's Transfer Terms by written notice to Tenant. If Landlord accepts Tenant's Transfer Terms, Landlord shall transfer the Premises to Tenant, and Tenant shall acquire the Premises from Landlord, in accordance with Tenant's Transfer Terms and such other terms as are mutually acceptable to Landlord and Tenant. If Landlord rejects Tenant's Transfer Terms, Landlord shall be free, for a period of one hundred eighty (180) days after its written notice to Tenant rejecting Tenant's Transfer Termsthis agreement, to transfer lease the Premises to any other Person on Landlord's Transfer Terms or such other terms and conditions as Landlord may determine, provided that such terms and conditions shall provide Landlord with at least 95% of the purchase price included in Tenant's Transfer Terms. Tenant shall have the right to review all agreements between Landlord and any other Person governing the Transfer of the Premises to confirm that Expansion Space upon the terms and conditions thereof are contained therein, provided that, at the time of Tenant’s exercise, this Lease shall be in full force and effect and Tenant shall not less favorable than shall be in default hereunder beyond any applicable notice and grace period. Landlord and Tenant shall thereupon enter into an amendment of this Lease acceptable to Landlord to provide for (i) the inclusion of the Expansion Space in the Premises, (ii) an increase in the Base Rent by an amount equal to that specified in Landlord’s Notice and (iii) an increase in Tenant's Transfer Terms’s Percentage to reflect the inclusion of the Expansion Space in the Premises. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day periodIn all other respects, the Premises terms and conditions contained in this Lease shall forthwith again become subject to Tenant's Right of First Offer hereunderremain unmodified. In the event that Tenant fails to respond to any Transfer exercise its right as aforesaid within ten (10) business days of the date of Landlord's Notice or, in the event Tenant shall have exercised its right and Landlord and Tenant shall not have executed an amendment of this Lease as aforesaid within thirty (30) days after receipt from the date of sameLandlord’s Notice, Tenant shall be deemed to have waived its rights under this Section 33 with respect to the Expansion Space, Landlord shall be free, for a period of one hundred eighty (180) days after such 30-day period expires, have the absolute right to Transfer lease the Premises Expansion Space to any other Person on such terms person or entity and conditions as Landlord, in its sole discretion, may determine. If Landlord does not so Transfer Tenant shall have no further rights with respect to the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunderExpansion Space. Notwithstanding Tenant's failure for any reason exercise of its right to purchase lease the Premises from Landlord Expansion Space pursuant to the terms of this Section 22.1Section, this Lease shall remain in effect in accordance with its terms and any Person that purchases the Premises from Landlord shall take ownership not be obligated to deliver possession of the Premises subject Expansion Space to this LeaseTenant if, including, without limitation, Tenant's Right prior to delivery of First Offer hereunder, which shall apply to any future transfer possession of the Premises by said purchaser Expansion Space, Tenant shall be in default hereunder beyond any applicable notice and grace period, in which event the rights of Tenant hereunder shall terminate and be of no further force or its successors or assignseffect.

Tenant’s Right of First Offer. Prior to marketing the Premises for any Transfer a) Tenant shall have a right of the Premises, Landlord shall first give written notice to Tenant offer (a "Transfer NoticeRight of Offer") with respect to the leasing of any space in the Building ("Offer Space") as such space becomes available for leasing by the Landlord's desire to transfer , provided that there is not an event of default continuing in accordance with the Premises and the specific terms and conditions that would be acceptable of the Lease, Tenant is in possession of the Premises pursuant to Landlordthis Lease and subject to the following conditions: i) Landlord shall offer such Offer Space to Tenant in writing (the "Landlord Notification") on the terms set forth in Section 43(a)(ii), including but not limited to price, closing conditions and time before entering into a lease with another tenant for closing ("Landlord's Transfer Terms")the Offer Space. Tenant shall have may accept the right (but not the obligation) during the fifteen (15) day period after receipt of the Transfer Notice in which Offer Space only by delivering to give Landlord either (1) written notice of Tenant's agreement to Landlord's Transfer Terms, in which event Landlord shall transfer the Premises to Tenant, and Tenant shall acquire the Premises from Landlord, in accordance with Landlord's Transfer Terms, or (2) written notice of such other terms and conditions on which acceptance of the entire Offer Space within ten (10) Business Days of the Landlord Notification. If Tenant would be willing to acquire the Premises from Landlord, including but not limited to price, closing conditions and time for closing ("Tenant's Transfer Terms"), in which event Landlord shall have fifteen (15) days after receipt of Tenant's Transfer Terms fails to accept or reject Tenant's Transfer Terms by written notice the Offer Space within such ten (10) Business Day period, Tenant will be deemed to have irrevocably waived its Right of Offer for that particular Offer Space and Landlord may enter into a lease for the Offer Space at any rental rate (within ten percent (10%) of the rental rate offered to Tenant) with other persons or entities. If Landlord accepts Tenant's Transfer Termsfails to lease the Offer Space within ninety (90) days, Landlord shall transfer the Premises then it must be offered to Tenant, and Tenant shall acquire the Premises from Landlord, again in accordance with Tenant's Transfer Terms and such other terms as are mutually acceptable to Landlord and Tenant. If Landlord rejects Tenant's Transfer Terms, Landlord shall be free, for a period of one hundred eighty (180) days after its written notice to Tenant rejecting Tenant's Transfer Terms, to transfer the Premises to any other Person on Landlord's Transfer Terms or such other terms and conditions as Landlord may determine, provided that such terms and conditions shall provide Landlord with at least 95% of the purchase price included in Tenant's Transfer Termsthis Section 43. Tenant shall have must accept the right Offer Space offered pursuant to review all agreements between Landlord this provision in whole and any other Person governing not in part. Once Tenant exercises its Right of Offer with respect to the Transfer Offer Space, the exercise will be irrevocable. ii) All of the Premises to confirm that the terms and conditions thereof are not less favorable than of this Lease will apply to any Offer Space leased by Tenant, effective as of the date of delivery to Tenant of such Offer Space. The term of the lease with respect to the Offer Space shall be coterminous with the Term applicable to the original Premises. The Fixed Basic Rent rate for the Offer Space will be the Fixed Basic Rent set forth in the Landlord Notification and Tenant's Transfer Terms. If Proportionate Share shall be increased in proportion to the square footage of any Offer Space leased by Tenant. b) Landlord does not so Transfer will have no liability to Tenant if any Tenant of the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunderSpace wrongfully holds over. In the event such Tenant fails to respond to any Transfer Notice within thirty (30) days after receipt of samewrongfully holds over, Landlord shall be free, for a period of one hundred eighty (180) days after will attempt in good faith to cause such 30-day period expires, Tenant to Transfer vacate the Premises to any other Person on such terms and conditions as Landlord, in its sole discretion, may determine. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunder. Notwithstanding Tenant's failure for any reason to purchase the Premises from Landlord pursuant to this Section 22.1, this Lease shall remain in effect in accordance with its terms and any Person that purchases the Premises from Landlord shall take ownership of the Premises subject to this Lease, including, without limitation, Tenant's Right of First Offer hereunder, which shall apply to any future transfer of the Premises by said purchaser or its successors or assignsSpace.

Tenant’s Right of First Offer. Prior a) Tenant shall have a right of first offer (“ROFO”) to marketing lease any additional space (“Additional Space”) on the Premises for any Transfer first (1st) or second (2nd) floor level of the Premisesoffice portion of the Building at any time after Landlord has determined that an existing tenant in the Additional Space will not extend or renew the term of its lease or will otherwise vacate the Additional Space (but prior to leasing such Additional Space to a party other than the existing tenant) subject to the rights of any other tenants of the Building pursuant to leases executed prior to the date hereof and provided that Tenant is not in default hereunder (beyond applicable notice and cure periods) at the time a Tenant’s ROFO arises or at the time Tenant elects to accept a proposed ROFO. Further, if the Additional Space has not been previously occupied by any tenant, Landlord shall first give written also be required to provide Tenant with a notice of the availability of such space. In the event such Additional Space becomes available during the Term, Landlord shall provide notice (“Notice of Availability”) to Tenant (a "Transfer Notice") of Landlord's desire to transfer the Premises that such Additional Space is available and the specific terms and conditions that would be acceptable upon which Landlord is willing to Landlord, including but not limited lease such space to price, closing conditions and time for closing ("Landlord's Transfer Terms"). Tenant shall have the right (but not the obligation) during the fifteen (15) day period after receipt of the Transfer Notice in which to give Landlord either (1) written notice of Tenant's agreement to Landlord's Transfer Terms, in which event Landlord shall transfer the Premises to Tenant, and Tenant shall acquire the Premises from Landlord, in accordance with Landlord's Transfer Terms, or (2) written notice of such other terms and conditions on which Tenant would be willing to acquire the Premises from Landlord, including but not limited to price, closing conditions and time for closing ("Tenant's Transfer Terms"), in which event Landlord shall have fifteen (15) business days after receipt in order to notify Landlord that it elects to exercise its rights hereunder and expand the Premises to include all of Tenant's Transfer Terms the Additional Space offered. Tenant may not exercise a ROFO with respect to only a portion of the Additional Space. Except as otherwise set forth in this Section 51, the terms offered to Tenant with respect to such Additional Space shall be the same terms and conditions offered under this Lease except that: (i) any free rent or reduced rent obligations provided for in this Lease shall not apply to the Additional Space; (ii) Landlord shall provide Tenant with a build out of the Additional Space, at Landlord’s cost and expense, similar in scope and cost to the Space Plan and Premises Plan (each as defined in Exhibit C of this Lease); and (iii) the Fixed Basic Rent for the Additional Space shall be the rental rate provided in the Notice of Availability. Except as otherwise provided in this Section 51, the Term of such Additional Space shall be coterminous with the Term under this Lease. b) If Tenant elects not to expand into such Additional Space or fails to accept or reject Tenant's Transfer Terms by written notice such Additional Space within the fifteen (15) business day period, then Landlord may proceed to Tenantlease such space to any third party. However, Landlord shall be obligated to give Tenant another opportunity to lease the Additional Space on the same terms and conditions as such proposed third party lease (including the term and expiration date of such third party lease) before leasing it to a third party if: (a) Landlord intends to enter into a lease with a third party at terms fifteen percent (15%) or less than the Fixed Basic Rent proposed to Tenant in the applicable Notice of Availability (equitably adjusted, if necessary, to account for the costs to build out the Additional Space in accordance with Section 51(a)(ii) hereof) or (b) Landlord intends to enter into a lease with a third party with overall economic terms equal to or better than any counter-offer which Tenant may have made to Landlord in writing in response to the applicable Notice of Availability. If Landlord accepts Tenant's Transfer Termsis obligated to give Tenant such additional opportunity to lease the Additional Space, then Landlord shall transfer the Premises to Tenantgive Tenant written notice thereof, and Tenant shall acquire have ten (10) business days from receipt of such notice to accept or reject such opportunity or Tenant shall be deemed to have rejected such opportunity. If Tenant does not exercise its right to lease the Premises from LandlordAdditional Space and Landlord leases the Additional Space to a third-party tenant, then Tenant’s ROFO with respect to the Additional Space shall lapse on that occasion but shall be effective again if the Additional Space again becomes available for leasing later in accordance the Term. In any case, if Tenant accepts the Additional Space, the parties shall promptly enter into an amendment to this Lease reflecting the terms offered to Tenant with Tenant's Transfer Terms respect to such Additional Space described above; provided that an otherwise valid exercise of the ROFO shall be fully effective whether or not such amendment is executed . If there are two (2) years or less remaining in the Term when Tenant exercises its right to lease the Additional Space, but the Renewal Option has not yet been exercised, then in any event where the lease of the Additional Space will be coterminious with the Term under this Lease, Tenant must simultaneously exercise the Renewal Option as set forth in Section 46 hereof (and such other terms as are mutually acceptable to Landlord and Tenant. If Landlord rejects Tenant's Transfer Terms, Landlord exercise shall be freepermitted, even though it may come more than twelve (12) months prior to the expiration of the initial Term); and (b) if there are two (2) years or less remaining in the then-exercised Renewal Term when Tenant exercises its right to lease the Additional Space, then Tenant shall be required to extend the then-current Term of this Lease so that this Lease will remain in force for a period at least five (5) years following the date of one hundred eighty (180) days after its written notice Tenant’s leasing of the Additional Space. Landlord will have no liability to Tenant rejecting Tenant's Transfer Terms, to transfer the Premises to if any other Person on Landlord's Transfer Terms or such other terms and conditions as Landlord may determine, provided that such terms and conditions shall provide Landlord with at least 95% tenant of the purchase price included in Tenant's Transfer Terms. Tenant shall have the right to review all agreements between Landlord and any other Person governing the Transfer of the Premises to confirm that the terms and conditions thereof are not less favorable than Tenant's Transfer Terms. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunderAdditional Space wrongfully holds over. In the event Tenant fails to respond to any Transfer Notice within thirty (30) days after receipt of samesuch tenant wrongfully holds over, Landlord shall be free, for a period of one hundred eighty (180) days after will attempt in good faith to cause such 30-day period expires, tenant to Transfer vacate the Premises to any other Person on such terms and conditions as Landlord, in its sole discretion, may determine. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunder. Notwithstanding Tenant's failure for any reason to purchase the Premises from Landlord pursuant to this Section 22.1, this Lease shall remain in effect in accordance with its terms and any Person that purchases the Premises from Landlord shall take ownership of the Premises subject to this Lease, including, without limitation, Tenant's Right of First Offer hereunder, which shall apply to any future transfer of the Premises by said purchaser or its successors or assignsAdditional Space.

Tenant’s Right of First Offer. Prior Tenant shall have a right of first offer ("Right of Offer") to marketing lease any additional space located on the third level of the Building which becomes available during the Term ("Additional Space") subject to the rights of any other tenants of the Building in effect as of the date hereof pursuant to leases executed prior to the date hereof. If the Additional Space has not been previously occupied by any tenant, Landlord shall be required to provide Tenant with notice of the availability of such space before offering to lease such space to any third party. In the event such Additional Space becomes available during the Term after having been occupied by another Tenant, Landlord shall provide notice ("Notice of Availability") to Tenant that such Additional Space is available and the terms upon which Landlord is willing to lease such space to Tenant and Tenant shall have ten (10) business days in order to notify Landlord that it elects to exercise its rights hereunder and expand the Premises for to include the Additional Space. If Tenant elects not to expand into such Additional Space or fails to accept or reject such Additional Space within the ten (10) business day period, then Landlord may proceed to lease such space to any Transfer third party on the terms stated in the Notice of Availability, except that Landlord may lease the Additional Space at a rental rate which is ninety two and one-half percent (92.5%) of the Premisesrate stated in the Notice of Availability. Except as aforesaid, if Landlord desires to lease the Additional Space on terms different than those stated in the Notice of Availability, or if more than six (6) months have passed since Landlord delivered to Tenant the Notice of Availability without the Additional Space being leased to a third party, Landlord shall first give written notice re-offer the Additional Space to Tenant (in accordance with the terms of this Rider B. If Tenant does not exercise its right to lease the Additional Space and Landlord leases the Additional Space specified in the Notice of Availability to a "Transfer Notice") third-party tenant, then Tenant's right of Landlord's desire first offer with respect to transfer said Additional Space specified in the Premises and Notice of Availability shall lapse on that occasion but shall be effective again if the specific Additional Space again becomes available for leasing later in the Term. All of the terms and conditions that would be acceptable of this Lease will apply to Landlordany Additional Space leased by Tenant, including but not limited to price, closing conditions and time for closing ("except as otherwise provided in the Landlord's Transfer Terms")Notice of Availability. If there is less than five (5) years remaining in the Term when Tenant exercises its right to lease the Additional Space, then effective upon the date on which the Additional Space is added to the original Premises, the Term of this Lease with respect to the original Premises shall have automatically be extended to be coterminous with the right term of the Additional Space (but not to exceed a total of five years when combined with the obligationthen-remaining Term) during and the fifteen Fixed Basic Rent schedule shall be modified such that the annual Fixed Basic Rent increases applicable to the original Premises shall continue to increase by two percent (152%) day period after receipt of per annum. In any case, if Tenant accepts the Transfer Notice in which Additional Space, the Additional Space shall be added to give Landlord either (1) written notice of Tenant's agreement to Landlord's Transfer Terms, in which event Landlord shall transfer the Premises by amendment to Tenant, and Tenant this Lease which shall acquire include the Premises from Landlord, in accordance with Landlord's Transfer Terms, or (2) written notice of such other terms and conditions on which Tenant would be willing to acquire the Premises from Landlord, including but not limited to price, closing conditions and time for closing ("Tenant's Transfer Terms"), in which event Landlord shall have fifteen (15) days after receipt of Tenant's Transfer Terms to accept or reject Tenant's Transfer Terms by written notice to Tenantamendments provided above. If Landlord accepts Tenant's Transfer Termsthere is more than five (5) years remaining on the Term when Tenant receives the Notice of Availability, Landlord shall transfer the Premises to Tenant, and Tenant shall acquire the Premises from Landlord, in accordance with Tenant's Transfer Terms and such other terms as are mutually acceptable to Landlord and Tenant. If Landlord rejects Tenant's Transfer Terms, Landlord shall be free, for a period of one hundred eighty (180) days after its written notice to Tenant rejecting Tenant's Transfer Terms, to transfer the Premises to any other Person on Landlord's Transfer Terms or such other terms and conditions as Landlord may determine, provided that such terms and conditions shall provide Landlord with at least 95% of the purchase price included in Tenant's Transfer Terms. Tenant shall have the right to review all agreements between exercise its right to Lease the Additional Space stated therein for only the balance of the Term of the Lease, notwithstanding the term stated in the Notice of Availability, with an equitable adjustment to the economic terms for such space as mutually agreed upon by Landlord and Tenant. Landlord will have no liability to Tenant if any other Person governing the Transfer tenant of the Premises to confirm that the terms and conditions thereof are not less favorable than Tenant's Transfer Terms. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunderAdditional Space wrongfully holds over. In the event Tenant fails to respond to any Transfer Notice within thirty (30) days after receipt of samesuch tenant wrongfully holds over, Landlord shall be freewill attempt in good faith to cause such tenant to vacate the Additional Space. [MAP] EXHIBIT B LEGAL DESCRIPTION OF PROPERTY All that certain property known as Unit B as defined in that certain Declaration of Condominium of Millennium Condominium dated October 18, for a period 2000 and recorded October 20, 2000 in the Xxxxxxxxxx County Recorder of one hundred eighty Deeds at Deed Book 335 page 2384 et. seq. Building Owner (180) days after such 30-day period expires, to Transfer the Client): Washington Street Associates #2 L.P. Building: Millennium Three Tenant: Cardio Net Floor: Second Floor Space Planner: NMC/SDI Drawing: SK3/03 Dated: 05/19/03 Premises to any other Person on such terms and conditions as Landlord, in its sole discretion, may determine. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right Usable Area: 13,558 SF Additional Flexible Area: 155 SF Total Tenant Usable Area: 13,713 SF Floor Factor Multiplier: x 1.23058 Total Tenant Rentable Area: 16,875 SF Total Building Rentable Area: 70,811 SF Proportion of First Offer hereunder. Notwithstanding Tenant's failure for any reason to purchase the Premises from Landlord pursuant to this Section 22.1, this Lease shall remain in effect in accordance with its terms and any Person that purchases the Premises from Landlord shall take ownership of the Premises subject to this Lease, including, without limitation, Tenant's Right of First Offer hereunder, which shall apply to any future transfer of the Premises by said purchaser or its successors or assigns.Building: 0.23831 Requested By: X. Xxxxxxxxxx/X'Xxxxx Properties Prepared By: Xxxxxx Xxxxxxx Distribution: X. Xxxxxxxxxx/X'Xxxxx Properties Checked By: Xxx Xxxxxx

Tenant’s Right of First Offer. (a) Prior to marketing the Premises for Expiration Date or earlier termination of this Lease in accordance with its terms, Landlord shall not offer to sell, accept any Transfer of offer to purchase any interest in the Premises, or otherwise sell, transfer or convey any interest in the Premises (the “ROFO Period”) except as set forth in this Section 10.7. (b) If (i) Landlord desires to sell any interest in the Premises at any time during the ROFO Period or (ii) Landlord receives an offer from any Person to buy or sell to any Person any interest in the Premises (an “Offer”) which Landlord desires to accept, then Landlord shall first give written notice (the “Offer Notice”) offering to Tenant (a "Transfer Notice") of Landlord's desire to transfer sell the Premises to Tenant, which Offer Notice shall set forth the purchase price and the specific other terms and conditions that would upon which Landlord might be acceptable willing to Landlord, including but not limited to price, closing conditions and time for closing ("Landlord's Transfer Terms"). Tenant shall have the right (but not the obligation) during the fifteen (15) day period after receipt of the Transfer Notice in which to give Landlord either (1) written notice of Tenant's agreement to Landlord's Transfer Terms, in which event Landlord shall transfer sell the Premises to Tenant, and in the case of an Offer, the Offer Notice shall also contain the purchase price and the other material terms and conditions set forth in the Offer. During the twenty (20) day period (the “Offer Period”) commencing on the date of the Offer Notice, Tenant shall acquire have the option (the “Purchase Option”) to purchase the Premises from Landlord, Landlord at the purchase price and upon the other terms and conditions set forth in accordance with Landlord's Transfer Terms, or the Offer Notice (2) written notice of said purchase price and such other terms and conditions on which being herein referred to as the “Offer Terms”). To exercise the Purchase Option, Tenant would be willing to acquire the Premises from Landlord, including but not limited to price, closing conditions and time for closing ("Tenant's Transfer Terms"), in which event Landlord shall have fifteen (15) days after receipt of Tenant's Transfer Terms to accept or reject Tenant's Transfer Terms by written notice to Tenant. If Landlord accepts Tenant's Transfer Terms, Landlord shall transfer the Premises to Tenant, and Tenant shall acquire the Premises from Landlord, in accordance with Tenant's Transfer Terms and such other terms as are mutually acceptable must give to Landlord notice thereof (the “Exercise Notice”) agreeing to the proposed price and Tenant. If Landlord rejects Tenant's Transfer Terms, Landlord shall be free, for a period of one hundred eighty (180) days after its written notice to Tenant rejecting Tenant's Transfer Terms, to transfer the Premises to any other Person on Landlord's Transfer Terms or such other terms and conditions set forth in the Offer Notice on or before the last day of Offer Period (which last day is hereinafter referred to as Landlord may determine, provided that such terms and conditions shall provide Landlord with at least 95% of the purchase price included in Tenant's Transfer Terms. Tenant shall have the right to review all agreements between Landlord and any other Person governing the Transfer of the Premises to confirm that the terms and conditions thereof are not less favorable than Tenant's Transfer Terms“Exercise Notice Date”). If Landlord does not so Transfer receive the Exercise Notice from Tenant by the Exercise Notice Date, Tenant shall be deemed to have rejected and waived the Purchase Option. (c) If Tenant gives the Exercise Notice to Landlord by the Exercise Notice Date, then Landlord (or Landlord’s counsel) shall, no later than thirty (30) days after Exercise Notice Date, provide Tenant with a proposed purchase and sale agreement (the “Purchase Agreement”) which incorporates: (i) all of the Offer Terms; (ii) the proposed closing date, which (unless otherwise required by any Requirements) shall be no later than ninety (90) days after the date that Landlord executes and delivers the Purchase Agreement to Tenant (notwithstanding anything to the contrary contained in any Offer); (iii) the purchase price for the Premises, which shall be payable solely in lawful money of the United States; (iv) whether seller or buyer is to be obligated to pay any New York State and/or New York City transfer and deed taxes or gains taxes, or any other taxes applicable to such sale; (v) any fees or expenses payable by buyer (other than customary adjustments); (vi) any facts which would make the representations and warranties set forth therein untrue in any material respect; (vii) the schedules and exhibits to the Purchase Agreement shall be completed; and (viii) as conditions to the closing, that all applicable City approvals and other Requirements shall have been duly obtained or satisfied. (d) Landlord and Tenant shall, in good faith, negotiate the terms of the Purchase Agreement other than the Offer Terms, it being agreed that Tenant (or any permitted transferee of Tenant) shall, as a condition to closing under the Purchase Agreement, deliver to Lease Administrator the Required Disclosure Statement in advance of the date of such closing; provided, that if the information set forth in the Required Disclosure Statement reveals that Tenant or the proposed purchaser of the Premises within is a Person with whom the applicable one hundred eighty (180) day periodCity and/or the Lease Administrator will generally not do business or if such information is otherwise not acceptable to Lease Administrator, acting in its sole but reasonable discretion, then the sale of the Premises shall forthwith again become subject not be permitted. Tenant shall execute and deliver to Tenant's Right Landlord four (4) original executed counterparts of First Offer hereunderthe Purchase Agreement within five (5) Business Days after the date on which Landlord and Tenant have agreed to the terms of the Purchase Agreement. In the event Tenant fails to respond to any Transfer Notice If (i) within thirty (30) days after receipt Landlord delivers its initial draft of samethe Purchase Agreement, Landlord and Tenant have not agreed upon the terms of the Purchase Agreement, or (ii) Tenant has not delivered four (4) original executed counterparts of the Purchase Agreement to Landlord within five (5) Business Days after the date on which Landlord and Tenant have agreed to the terms of the Purchase Agreement, Tenant shall be freedeemed to have rejected and waived the Purchase Option with respect to the Premises identified in the Offer Notice, the Purchase Option and Tenant’s exercise thereof shall be deemed null and void and of no further force or effect; provided, that if, during the thirty (30) day period specified in clause (i) of this sentence, Tenant has diligently and in good faith continued to negotiate the terms of such Purchase Agreement with Landlord, then Tenant shall not be deemed to have rejected or waived such Purchase Option and Landlord and Tenant shall continue in good faith to negotiate the terms of such Purchase Agreement for a an additional period of one hundred eighty no greater than thirty (18030) days after such beyond the last day of the initial thirty (30-) day period expiresspecified in clause (i) of this sentence. (e) If Tenant shall, or shall be deemed to, have rejected and waived the Purchase Option, Landlord may (but shall not be obligated to) enter into a contract to Transfer sell the Premises to any Person, free of any rights of Tenant, at a purchase price not less than ninety-five percent (95%) of the purchase price quoted in the Offer Terms and upon other Person on such terms and conditions as Landlordnot materially inconsistent with the other Offer Terms, in its sole discretion, may determine. within eighteen (18) months following Tenant’s rejection and waiver or deemed rejection and waiver of the Purchase Option. (f) If Landlord does not so Transfer gives to Tenant the Offer Notice and if Tenant fails to give the Exercise Notice to Landlord on or before the Exercise Notice Date, and thereafter Landlord contemplates selling its interest in the Premises within the applicable one hundred eighty at a purchase price that is less than ninety-five percent (18095%) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunder. Notwithstanding Tenant's failure for any reason to purchase the Premises from Landlord pursuant to this Section 22.1, this Lease shall remain in effect in accordance with its terms and any Person that purchases the Premises from Landlord shall take ownership of the Premises subject to this Lease, including, without limitation, Tenant's Right of First purchase price quoted in the Offer hereunder, which shall apply to any future transfer of the Premises by said purchaser Terms or its successors or assigns.at least eighteen

Tenant’s Right of First Offer. Prior (i) For Space Adjacent to marketing the Premises (Ongoing Right): Tenant shall have an ongoing right of first offer (“Adjacent ROFO”) for the lease of any Transfer space adjacent to the Premises in the Building that becomes available during the Term (the “Adjacent Offer Space”). Such Adjacent ROFO is subject to any and all rights of other tenants in the Building with respect to the Adjacent First Offer Space (including renewal and extension rights, rights of first offer, first negotiation, rights of first refusal or other expansion rights) which Landlord demonstrates to Tenant’s reasonable satisfaction (subject to any applicable non-disclosure agreements) as existing as of the Premisesdate of this Lease (collectively, “Existing Tenant Rights”). Such Adjacent ROFO (i) may only be exercised with respect to vacant space or space which has been previously leased and as to which an existing tenant of the Building has not elected to extend its lease or re-lease such space or exercise any of its Existing Tenant Rights, and (ii) may only be exercised with respect to all of the Adjacent Offer Space being offered by Landlord. If any Adjacent Offer Space becomes available, Landlord shall first give written notice offer to lease the Adjacent Offer Space to Tenant (a "Transfer Notice") of Landlord's desire at the rent and on the same terms that Landlord intends to transfer offer the Premises Adjacent Offer Space to other prospective tenants, with concessions and construction allowances including Tenant’s Allowance and Additional Allowance, and payment terms for Additional TI Costs as provided in this Lease and proportionate to the specific terms and conditions that would be acceptable to Landlord, including but not limited to price, closing conditions and time for closing ("Landlord's Transfer Terms")remaining Term. Tenant shall have the right ten (but not the obligation10) during the fifteen (15) day period after days following receipt of Landlord’s offer with respect to the Transfer Notice in Adjacent Offer Space within which to give notify Landlord either (1) written notice in writing of Tenant's agreement its intention to Landlord's Transfer Termslease such Adjacent Offer Space, in which event Landlord shall transfer the Premises to and such notice, if given by Tenant, and shall constitute an acceptance of Landlord’s terms for the lease of such Adjacent First Offer Space. If Tenant exercises such Adjacent ROFO, the space to be leased by Tenant shall acquire be leased on the Premises from Landlord, in accordance with Landlord's Transfer Terms, or (2) written notice of such other terms and conditions on which Tenant would be willing to acquire the Premises from Landlord, including but not limited to price, closing conditions and time for closing ("Tenant's Transfer Terms"), in which event Landlord shall have fifteen (15) days after receipt of Tenant's Transfer Terms to accept or reject Tenant's Transfer Terms by written notice to Tenant. If Landlord accepts Tenant's Transfer Terms, Landlord shall transfer the Premises to Tenant, and Tenant shall acquire the Premises from Landlord, in accordance with Tenant's Transfer Terms and such other terms as are mutually acceptable to Landlord and Tenant. If Landlord rejects Tenant's Transfer Terms, Landlord shall be free, for a period of one hundred eighty (180) days after its written notice to Tenant rejecting Tenant's Transfer Terms, to transfer the Premises to any other Person on Landlord's Transfer Terms or such other same terms and conditions as Landlord may determineare contained in the Lease including without limitation Tenant’s Allowance and Additional Allowance, provided and payment terms for Additional TI Costs, except for other economic and other terms specifically set forth in Landlord’s notice, which shall apply, and except that such terms and conditions shall provide Landlord with at least 95% of the purchase price included in Tenant's Transfer Terms. Tenant shall have the right to review all agreements between Landlord and any other Person governing the Transfer up to four (4) parking space permits per 1,000 square feet of rentable area of the additional leased space and at a rate of $85.00 plus any applicable taxes per permit for the initial Term and at the then current market rate for any Extended Term (herein the “Additional Parking Permits”), and the parties shall execute an amendment to the Lease to include such Adjacent Offer Space in the Premises and otherwise to confirm that provide for the terms and conditions thereof are not less favorable than Tenant's Transfer Termsleasing of the Adjacent Offer Space on such terms. If Landlord does not so Transfer the Premises Tenant fails to exercise Tenant’s Adjacent ROFO within the applicable one hundred eighty ten (18010) day period, Landlord may thereafter lease the Premises shall forthwith again become subject Adjacent Offer Space to Tenant's Right of First Offer hereunderany third party. In the event Tenant If Landlord fails to respond enter into a lease with a third party for the Adjacent Offer Space within six (6) months following Landlord’s notification to any Transfer Notice within thirty (30) days after receipt of sameTenant that the Adjacent Offer Space is available, Landlord shall be free, for a period of one hundred eighty (180) days after such 30-day period expires, again notify and offer the Adjacent Offer Space to Transfer Tenant according to the Premises to any other Person on such terms and conditions as Landlordprovisions of this paragraph, in its sole discretion, may determine. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First the Existing Tenant Rights. At such time as any Adjacent Offer hereunder. Notwithstanding Tenant's failure for Space is leased by Tenant or any reason to purchase the Premises from Landlord pursuant to this Section 22.1, this Lease shall remain in effect in accordance with its terms and any Person that purchases the Premises from Landlord shall take ownership of the Premises subject to this Lease, including, without limitationthird party, Tenant's Right of First ’s Adjacent ROFO with respect to said Adjacent Offer hereunder, which Space shall apply to any future transfer of the Premises by said purchaser or its successors or assignslapse.

Tenant’s Right of First Offer. Prior to marketing SALE OF THE BUILDING. (a) Provided (i) Tenant is not then in default under this lease following any required notice and the Premises for any Transfer expiration of the Premisesapplicable grace period, Landlord (ii) this lease is otherwise in full force and effect, and (iii) Tenant named herein (or an Affiliate or Successor) is the tenant under this lease and is occupying not less than 100,000 rentable square feet of the demised premises, if at any time during the term of this lease Owner desires to sell the building or all of its interest in the building (in one transaction or a series of related transactions) to an unrelated third party, Owner shall first give written notice thereof to Tenant, which notice shall include an offer by Owner to Tenant (a "Transfer Notice") for Tenant to purchase the building pursuant to the contract of Landlordsale delivered by Owner to Tenant with Owner's desire to transfer the Premises and the specific terms and conditions that would be acceptable to Landlord, including but not limited to price, closing conditions and time for closing ("Landlord's Transfer Terms")notice. Tenant shall have the right right, to be exercised by Tenant signing and returning to Owner four copies of the contract (but not without change), together with the obligation) during 5% deposit required by the fifteen (15) day period after contract, within 10 business days following receipt of Owner's notice (time being of the Transfer Notice in which to give Landlord either essence). (1b) written notice of If Tenant shall not timely exercise Tenant's agreement right to Landlordpurchase the building, Owner may sell the building to any third party on any terms desired by Owner, but if the purchase price to be charged to said third party is less than 90 percent of the purchase price set forth in the contract delivered to Tenant, Owner must first offer to sell the building to Tenant at the purchase price offered to said third party (and otherwise on the terms of the contract first delivered to Tenant). If Tenant shall timely exercise Tenant's Transfer Termsright to purchase the building, in which event Landlord Owner shall transfer the Premises sell to Tenant, and Tenant shall acquire purchase from Owner, the Premises from Landlord, building in accordance with Landlord's Transfer Terms, or (2) written notice of such other terms the contract. Any default by Tenant under the contract shall be deemed a default under this lease and conditions on which any default by Tenant would under this lease shall be willing to acquire deemed a default by Tenant under the Premises from Landlord, including but not limited to price, closing conditions and time for closing ("Tenant's Transfer Terms")contract, in which event Landlord Owner shall have fifteen (15) days after receipt all rights and remedies of Tenant's Transfer Terms to accept or reject Tenant's Transfer Terms by written notice to Tenant. If Landlord accepts Tenant's Transfer Terms, Landlord shall transfer the Premises to Tenant, and Tenant shall acquire the Premises from Landlord, in accordance with Tenant's Transfer Terms and such other terms as are mutually acceptable to Landlord and Tenant. If Landlord rejects Tenant's Transfer Terms, Landlord shall be free, for a period of one hundred eighty (180) days after its written notice to Tenant rejecting Tenant's Transfer Terms, to transfer the Premises to any other Person on Landlord's Transfer Terms or such other terms and conditions as Landlord may determine, provided that such terms and conditions shall provide Landlord with at least 95% of the purchase price included in Tenant's Transfer Terms. Tenant shall have the right to review all agreements between Landlord and any other Person governing the Transfer of the Premises to confirm that the terms and conditions thereof are not less favorable than Tenant's Transfer Terms. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunder. In the event Tenant fails to respond to any Transfer Notice within thirty (30) days after receipt of same, Landlord shall be free, for a period of one hundred eighty (180) days after such 30-day period expires, to Transfer the Premises to any other Person on such terms and conditions as Landlord, in its sole discretion, may determine. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunder. Notwithstanding Tenant's failure for any reason to purchase the Premises from Landlord pursuant to this Section 22.1, this Lease shall remain in effect in accordance with its terms and any Person that purchases the Premises from Landlord shall take ownership of the Premises subject to this LeaseOwner, including, without limitation, the right to terminate either or both of this lease and the contract (and Tenant shall no longer have Tenant's Right of First Offer hereunderrights under this Article or Articles 47, which shall apply to any future transfer of the Premises by said purchaser 49 or its successors or assigns51(b)).

Tenant’s Right of First Offer. Prior Tenant shall have and is hereby granted the primary right of first offer to marketing add to the Premises for demised hereunder all or any Transfer portion of any space located on the tenth (10th) floor of the PremisesBuilding, that become "available for lease" from time to time at any time after the Commencement Date (such right herein called the "Right of First Offer"). It shall be a condition to Tenant's ability to lease any First Offer Space that as of the commencement of the lease of such First Offer Space, Tenant leases and occupies the entire eleventh (11th) floor of the Building. Subject to the following sentence, any First Offer Space shall be deemed to be "available for lease" upon expiration or other termination of any then-current lease of such space. Landlord shall first give written at all times have the right to renew or extend the lease of any occupant of any First Offer Space without triggering Tenant's rights under this section. Landlord shall notify Tenant in writing promptly after Landlord learns of the projected availability of such space no more than fifteen (15) nor less than five (5) months prior to the projected availability of such space. Such notice to Tenant (a "Transfer First Offer Notice") of shall include Landlord's desire to transfer reasonable good faith proposal of the Premises Fair Market Rental Value (as defined in Exhibit E below) for such First Offer Space, including the proposed Base Rent, Additional Rent and tenant improvement allowance, leasing commission and other material concessions, if any and the specific terms and conditions date that would such First Offer Space will be acceptable available to Landlord, including but not limited to price, closing conditions and time for closing ("Landlord's Transfer Terms")Tenant. Tenant shall have the right ten (but not the obligation10) during the fifteen (15) day period after business days from receipt of the Transfer Notice in such notice within which to give notify Landlord either (1) written notice in writing of Tenant's agreement acceptance of such offer to Landlord's Transfer Terms, in which event Landlord shall transfer add all of such space to the Premises to Tenant, and Tenant shall acquire on the Premises from Landlord, in accordance with Landlord's Transfer Terms, or (2) written notice of such other terms and conditions on which Tenant would be willing to acquire the Premises from set forth in Landlord, including but not limited to price, closing conditions and time for closing ("Tenant's Transfer Terms"), in which event Landlord shall have fifteen (15) days after receipt of Tenant's Transfer Terms to accept or reject Tenant's Transfer Terms by written notice to Tenant. If Landlord accepts Tenant's Transfer TermsTenant does not timely exercise its option to lease any particu lar First Offer Space, Landlord shall transfer the Premises to Tenant, and Tenant shall acquire the Premises from Landlord, in accordance with Tenant's Transfer Terms and such other terms as are mutually acceptable to Landlord and Tenant. If Landlord rejects Tenant's Transfer Terms, Landlord shall be free, for a period of have one hundred eighty (180) days after its written notice thereafter within which to Tenant rejecting Tenant's Transfer Terms, lease such space to transfer the Premises to any other Person on Landlord's Transfer Terms or such other terms and conditions as Landlord may determine, provided that such terms and conditions shall provide Landlord with at least 95another prospective tenant for a net effective rental rate which is not less than 90% of the purchase price included net effective rent offered to Tenant in Tenant's Transfer Terms. Tenant shall have the right to review all agreements between Landlord and any other Person governing the Transfer of the Premises to confirm that the terms and conditions thereof are not less favorable than Tenant's Transfer Termsrelated First Offer Notice. If Landlord does shall not have so Transfer the Premises leased said space within the applicable one hundred eighty (said 180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunder. In the event Tenant fails to respond to any Transfer Notice within thirty (30) days after receipt of same, Landlord shall be free, for a period of one hundred eighty (180) days after such 30-day period expires(such 180-day period to be extended if Landlord and a third party have fully executed a letter of intent with respect to such space and have executed a lease within 45 days thereafter) or if Landlord desires to lease said space at a net effective rental rate less than 90% of the rate offered to Tenant, then such space shall again be offered to Transfer the Premises to any other Person on such terms and conditions as Landlord, in its sole discretion, may determineTenant by a new First Offer Notice hereunder. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunder. Notwithstanding Tenant's failure for any reason to purchase the Premises from Landlord Tenant has validly exercised its option pursuant to this Section 22.128.2, this Lease then, such First Offer Space which Tenant has elected to lease shall remain be included in effect in accordance with its the Premises, subject to all the agreements, terms and any Person that purchases conditions of this Lease, with the Premises from Landlord shall take ownership following exceptions and modifications: a. The rentable area of the Premises subject to this Lease, including, without limitation, shall be increased by the rentable area of such First Offer Space; b. Tenant's Right Share shall be increased to reflect the rentable area of such First Offer hereunder, which shall apply to any future transfer of the Premises by said purchaser or its successors or assigns.Space;

Tenant’s Right of First Offer. Prior to marketing Landlord may accept or reject Tenant’s Right of First Offer at its sole and absolute discretion; provided, however, that during the Premises for any Transfer of the PremisesROFO Period, Landlord shall first give written notice to Tenant (a "Transfer Notice") of Landlord's desire to transfer the Premises and the specific terms and conditions that would be acceptable to Landlordprohibited from selling, including but not limited to priceleasing, closing conditions and time for closing ("Landlord's Transfer Terms"). Tenant shall have the right (but not the obligation) during the fifteen (15) day period after receipt licensing, assigning, conveying, or otherwise transferring or disposing, directly or indirectly, all or any part of the Transfer Notice Cemeteries to any other person or entity, or entering into an agreement to effect any of the foregoing or a management, operating or similar agreement for all or any part of the Cemeteries with another person or entity, (collectively, a “Triggering Transaction”) without first providing Tenant with the opportunity to match the third party offer in which to give all material respects. Landlord either (1) written shall provide Tenant with notice of Tenant's the proposed Triggering Transaction together with a copy of the term sheet or form of definitive agreement for the Triggering Transaction (collectively, “Triggering Transaction Notice”) at least 45 days prior to Landlord's Transfer Terms, in which event the date that Landlord shall transfer desires to enter into the Premises to Tenant, and Tenant shall acquire agreement for the Premises from Landlord, in accordance with Landlord's Transfer Terms, or (2) written notice of such other terms and conditions on which Tenant would be willing to acquire the Premises from Landlord, including but not limited to price, closing conditions and time for closing ("Tenant's Transfer Terms"), in which event Landlord shall have Triggering Transaction. Within fifteen (15) days after receipt of Tenant's Transfer Terms to accept or reject Tenant's Transfer Terms by written notice to Tenant. If Landlord accepts Tenant's Transfer Termsdelivers such notice, Landlord shall transfer the Premises to Tenant, and Tenant shall acquire notify Landlord in writing whether Tenant will offer to enter into the Premises from Landlord, in accordance with Tenant's Transfer Terms and such other terms as are mutually acceptable to Landlord and Tenant. If Landlord rejects Tenant's Transfer Terms, Landlord shall be free, for a period of one hundred eighty (180) days after its written notice to Tenant rejecting Tenant's Transfer Terms, to transfer Triggering Transaction on the Premises to any other Person on Landlord's Transfer Terms or such other same terms and conditions as Landlord may determine, provided that in all material respects or whether it will not. Tenant’s failure to respond within such fifteen (15) day time period will be deemed a decision by Tenant to not offer to enter into the Triggering Transaction on the same terms and conditions shall provide Landlord with at least 95% of in all material respects. If Tenant offers to enter into the purchase price included in Tenant's Transfer Terms. Tenant shall have Triggering Transaction on the right to review all agreements between Landlord and any other Person governing the Transfer of the Premises to confirm that the same terms and conditions thereof are not less favorable than Tenant's Transfer Termsin all material respects as set forth in the Triggering Transaction Notice, the parties thereafter shall negotiate in good faith to enter into a definitive agreement with respect to such transaction. If Landlord Tenant does not so Transfer offer to enter into the Premises within Triggering Transaction on the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunder. In the event Tenant fails to respond to any Transfer Notice within thirty (30) days after receipt of same, Landlord shall be free, for a period of one hundred eighty (180) days after such 30-day period expires, to Transfer the Premises to any other Person on such same terms and conditions in all material respects as Landlordset forth in the Triggering Transaction Notice, in its sole discretion, Landlord may determine. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunder. Notwithstanding Tenant's failure for any reason to purchase the Premises from Landlord pursuant to this Section 22.1, this Lease shall remain in effect in accordance with its terms enter into and any Person that purchases the Premises from Landlord shall take ownership of the Premises subject to this Lease, including, without limitation, Tenant's Right of First Offer hereunder, which shall apply to any future transfer of the Premises by said purchaser or its successors or assigns.complete

Tenant’s Right of First Offer. Prior to marketing Provided at the Premises for time Tenant exercises its Right of First Offer, Tenant shall not be in default of any Transfer of its obligations under this Lease and no material adverse change shall have occurred in Tenant’s financial condition, Landlord agrees that it shall not lease any of the Premisesremaining space on the ninth floor of the Building, Landlord shall first give written notice containing approximately 11,000 RSF, prior to Tenant (a "Transfer Notice") of Landlord's desire to transfer the Premises August 1, 2000, and the specific terms and conditions that would be acceptable to Landlord, including but not limited to price, closing conditions and during such time for closing ("Landlord's Transfer Terms"). Tenant shall have the right (but option to lease all of such space on the same terms and conditions as are set forth herein for the initial Leased Premises. If Tenant has not elected to lease such space, Landlord may lease the obligation) during the fifteen (15) day period same after receipt of the Transfer Notice in which to give Landlord either (August 1) written notice of Tenant's agreement to Landlord's Transfer Terms, in which event 2000, provided that Landlord shall transfer the Premises notify Tenant if Landlord intends to Tenantenter into a lease for any of such space prior to September 1, 2000, and Tenant shall acquire the Premises from Landlord, in accordance with Landlord's Transfer Terms, or have five (25) written notice of such other terms and conditions on which Tenant would be willing to acquire the Premises from Landlord, including but not limited to price, closing conditions and time for closing ("Tenant's Transfer Terms"), in which event Landlord shall have fifteen (15) days after receipt of Tenant's Transfer Terms to accept or reject Tenant's Transfer Terms by written notice to Tenant. If Landlord accepts Tenant's Transfer Terms, Landlord shall transfer the Premises to Tenant, and Tenant shall acquire the Premises from Landlord, in accordance with Tenant's Transfer Terms and such other terms as are mutually acceptable to Landlord and Tenant. If Landlord rejects Tenant's Transfer Terms, Landlord shall be free, for a period of one hundred eighty (180) business days after its written receipt of such notice to Tenant rejecting Tenant's Transfer Terms, elect to transfer lease the Premises to any other Person on Landlord's Transfer Terms or such other terms and conditions as Landlord may determine, provided that such terms and conditions shall provide Landlord with at least 95% balance of the purchase price included in Tenant's Transfer Terms. Tenant shall have the right to review all agreements between Landlord and any other Person governing the Transfer of the Premises to confirm that ninth floor on the terms and conditions thereof are set forth herein for the Initial Leased Premises. If Tenant does not less favorable exercise such right by September 1, 2000, such right shall terminate. Landlord hereby agrees that after September 1, 2000, Landlord shall not enter into a lease for the remaining space on the Ninth Floor with any other tenant with a term of longer than Tenant's Transfer Termsfive (5) years (a “Ninth Floor Lease”). If Landlord does not so Transfer enter into such a Ninth Floor Lease, Tenant shall have a one (1) time right of first offer (the Premises within “Right of First Offer”), to lease the applicable one hundred eighty leased premises as defined in such Ninth Floor Lease (180excluding any roof or storage space rights contained in such Ninth Floor Lease)(an “Available Space”) day period, the Premises shall forthwith again become subject to Tenant's the following: (a) At the time Tenant exercises a Right of First Offer hereunderand at the time the Available Space is available for leasing by Tenant: (i) Tenant shall not be in default of any of its obligations under this Lease. (ii) No material adverse change shall have occurred in Tenant’s financial condition. (b) Landlord shall not offer any such Available Space on the open market unless and until Landlord has first notified Tenant in writing (the “Offer Notice”) at least ten (10) months prior to the Ninth Floor Lease expiration date that the Ninth Floor Lease is set to expire and Landlord intends to offer the designated Available Space to third parties. In Within five (5) business days after a request from Tenant, Landlord shall advise Tenant of the event Tenant fails to respond to any Transfer Notice within then current Market Rental Rate for such space. Landlord shall not offer such Available Space on the open market until thirty (30) days have lapsed from the date of the Offer Notice without Tenant having notified Landlord in writing of Tenant’s desire to lease all of the designated Available Space (“Tenant’s Acceptance”). The Offer Notice shall: (i) Describe the amount and location of the Available Space that will become available and attach a floor plan showing the Available Space cross-hatched; and (ii) Contain the date on which the Available Space will be available for leasing by Tenant. (c) If Tenant delivers Tenant’s Acceptance within the thirty (30) days following the Offer Notice, the Available Space shall become a part of the Leased Premises and shall be leased by Tenant at the then current Market Rental Rate for similar expansion space. Market Rental Rate shall be mutually agreed upon by Landlord and Tenant, taking into account floor location, leasehold improvements, allowances for expansion space in the Building, the remaining term of the Lease, age and location of the Building within the market, and the total square footage within the Building leased and occupied by Tenant. The commencement date of the lease for each particular Available Space shall be the earlier of (i) ninety (90) days after receipt delivery of samesuch Available Space if it is first generation space, or sixty (60) days after delivery if it has previously been occupied by a tenant; or (ii) Tenant’s occupancy of the Available Space, and the termination date shall be the same as for the Leased Premises. The Available Space shall be delivered to the Tenant broom clean, free of tenants or other occupants. If the Available Space has not previously been leased then it shall be delivered to Tenant in Base Building Shell Condition. (d) If Tenant declines or fails to effectively exercise the Right of First Offer as provided herein, Landlord shall thereafter be free, for a period free to offer the Available Space on the open market and to lease some or all of one hundred eighty (180) days after such 30-day period expires, that Available Space at any time without regard to Transfer the Premises to any other Person restrictions in this Section and on such whatever terms and conditions as Landlord, Landlord may decide in its sole discretion, may determine. (e) Landlord shall use commercially reasonable efforts to remove any holdover tenants or other occupants from the Available Space Tenant leases under this Section. If Although Landlord does shall not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunder. Notwithstanding Tenant's failure be liable for any reason damages for any holdover tenant or other occupant (unless Landlord is not using commercially reasonable efforts to purchase remove the Premises from Landlord pursuant to this holdover tenant or other occupant), all of Tenant’s obligations regarding the Available Space shall be abated until the holdover tenant or other occupant is removed and the commencement date for the Available Space shall be delayed until the holdover tenant or other occupant is removed, following which Tenant’s occupancy shall commence as provided in Section 22.19.03(d), this Lease shall remain in effect in accordance with its terms and any Person that purchases the Premises from Landlord shall take ownership of the Premises subject to this Lease, including, without limitation, Tenant's Right of First Offer hereunder, which shall apply to any future transfer of the Premises by said purchaser or its successors or assignsabove.

Tenant’s Right of First Offer. Prior to marketing the Premises for any Transfer (a) Provided that as of the Premisesdate of the giving of Landlord's Notice, (x) Tenant is the Tenant originally named herein or its affiliate or successor, (y) Tenant actually occupies not less than 75% of the rentable area of the Building, and (z) no Event of Default has occurred and is continuing, if at any time during the Lease Term Landlord desires to sell or transfer the Building, then Landlord, before offering the Building to anyone, shall first give offer to Tenant the right to purchase the Building for the price (net of commissions) and on the same terms and conditions upon which Landlord intends to offer to sell or transfer Building. The foregoing shall not apply to any foreclosure or deed in lieu of foreclosure nor to a transfer to an Affiliate, even if the transfer takes the form of a purchase, but a subsequent transfer or sale shall be subject to the provisions of this paragraph. (b) Such offer shall be made by Landlord to Tenant in a written notice (hereinafter called the "Offer Notice") which offer shall specify the terms upon which Landlord intends to offer the Building for sale. Tenant may accept the offer set forth in the Offer Notice by delivering to Landlord an unconditional acceptance (a hereinafter called "Transfer Tenant's Notice") of Landlord's desire to transfer the Premises and the specific terms and conditions that would be acceptable to Landlord, including but not limited to price, closing conditions and time for closing ("Landlord's Transfer Terms"). Tenant shall have the right (but not the obligation) during the fifteen (15) day period such offer within 10 business days after receipt delivery by Landlord of the Transfer Offer Notice in which to give Landlord either (1) written notice Tenant. Time shall be of the essence with respect to the giving of Tenant's agreement Notice. If Tenant does not deliver Tenant's Notice within the time period required hereunder, Tenant shall be deemed to have declined Landlord's Transfer Terms, in which event Landlord shall transfer the Premises offer. (c) If Tenant at any time declines or is deemed to Tenant, and Tenant shall acquire the Premises from Landlord, in accordance with have declined Landlord's Transfer Terms, or (2) written notice of such other terms and conditions on which Tenant would be willing to acquire the Premises from Landlord, including but not limited to price, closing conditions and time for closing ("Tenant's Transfer Terms"), in which event Landlord shall have fifteen (15) days after receipt of Tenant's Transfer Terms to accept or reject Tenant's Transfer Terms by written notice to Tenant. If Landlord accepts Tenant's Transfer Terms, Landlord shall transfer the Premises to Tenant, and Tenant shall acquire the Premises from Landlord, in accordance with Tenant's Transfer Terms and such other terms as are mutually acceptable to Landlord and Tenant. If Landlord rejects Tenant's Transfer Termsoffer, Landlord shall be freefree to sell or transfer the Building, including on terms which may be less favorable to Landlord than those offered to Tenant; provided that Landlord may not sell the Building for a period purchase price (net of one hundred eighty (180commissions) days after its written notice to Tenant rejecting Tenant's Transfer Terms, to transfer the Premises to any other Person on Landlord's Transfer Terms or such other terms and conditions as Landlord may determine, provided that such terms and conditions shall provide Landlord with at least 95which is less than 90% of the purchase price included offered to Tenant without first re-offering the Building to Tenant at such lesser price in accordance with the provisions of this Paragraph 39. Upon any sale permitted hereunder following an offer which Tenant declined or is deemed to have declined, the provisions of this Paragraph 39 shall terminate and be of not further force and effect and Tenant shall be deemed to have waived any further rights hereunder. (d) The provisions of this Paragraph 39 shall not apply to any sale or transfer of the Building as part of a portfolio sale which includes other property. (e) The closing of any sale to Tenant pursuant to this Paragraph 39 shall be conducted through an escrow established at a title company acceptable to both Landlord and Tenant. All deliveries shall be deposited in escrow and all closing deliveries and disbursements shall be made through the escrow. The closing shall occur no later than 45 days following delivery of Tenant's Transfer Terms. Notice to Landlord. (f) Landlord shall convey to Tenant shall have fee simple title to the right Building by special warranty deed (warranting title by, through, or under Landlord, but not otherwise) subject only to review (i) all agreements matters of record as of the date of Landlord's acquisition of the Building pursuant to the Agreement of Purchase and Sale between Landlord and Tenant dated as of ______________, 1996 (the "Purchase Agreement"), (ii) matters created by or arising through Tenant, (iii) rights of tenants under this Lease and any other Person governing lease for space in the Transfer Building and (iv) those matters which a correct survey would show, but free and clear of the Premises to confirm that the terms and conditions thereof are not less favorable than Tenant's Transfer Termsany liens or any other exceptions created by, under, or through Landlord. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunder. In the event Tenant fails to respond to any Transfer Notice within thirty (30) days after receipt of same, Landlord shall assign to Tenant all its right, title and interest in and to all contracts, warranties, permits, approvals, and other intangible property related to the Building. (g) There shall be free, for a period no proration of one hundred eighty (180) days after such 30-day period expires, to Transfer the Premises to any taxes or other Person on such terms and conditions as Landlord, in its sole discretion, may determine. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunder. Notwithstanding Tenant's failure for any reason to purchase the Premises from Landlord pursuant to this Section 22.1, this Lease shall remain in effect in accordance with its terms and any Person that purchases the Premises from Landlord shall take ownership of the Premises subject to this Lease, including, without limitation, Tenant's Right of First Offer hereunder, which shall apply to any future transfer of the Premises by said purchaser or its successors or assignsexpenses.

Tenant’s Right of First Offer. Prior to marketing 67.01 At any time during the Premises for any Transfer first ten(1O)years of the Premisesterm of this Lease, after Landlord has reached an agreement on the terms of a proposed lease or sublease of all or part of the remaining portion of the 28th Floor (the "Option Space") with a third party not affiliated with Landlord containing the items specified in-Section 67.02 but before execution of a lease, Landlord shall first give send Tenant a written notice to Tenant (a the "Transfer Availability Notice") to Tenant indicating what portion of Landlord's desire the Option Space is about to transfer be rented to a third party. 67.02 The Availability Notice shall specify the Premises and following items (the specific terms and conditions that would be acceptable to Landlord, including but not limited to price, closing conditions and time for closing ("Landlord's Transfer TermsOffer"). Tenant shall have the right ): (but not the obligationa) during the fifteen (15) day period after receipt The square footage of the Transfer Notice of the Option Space about to be rented; (b) The Fixed Rent; (c) The base rates for tax escalation and operating expense escalation; (d) The value of the Work to be performed by Landlord in which the Option Space; (e) The amount of any rental concession being granted by Landlord in connection with, the Option Space; (f) The term of the lease or sublease for the Option Space including the anticipated date of commencement; (g) Any other monetary consideration provided to give Landlord either prospective tenant. 67.03 Not later than ten (11O) written notice of Tenant's agreement to Landlord's Transfer Terms, in which event Landlord shall transfer the Premises to Tenant, and Tenant shall acquire the Premises from Landlord, in accordance with Landlord's Transfer Terms, or (2) written notice of such other terms and conditions on which Tenant would be willing to acquire the Premises from Landlord, including but not limited to price, closing conditions and time for closing ("Tenant's Transfer Terms"), in which event Landlord shall have fifteen (15) business days after receipt of Landlord's Availability Notice, Tenant shall send Landlord either (a) a written notice ( the "Tenant's Transfer Terms Acceptance") whereby Tenant agrees to accept lease the Option Space on the same terms contained in Landlord's Offer or reject (b) a written notice (the "Tenant's Transfer Terms by written notice Rejection") whereby Tenant elects not to Tenantlease the Option Space. If Landlord accepts Tenant's Transfer TermsTenant sends an Acceptance Notice, Landlord shall transfer prepare a new lease for the Premises to Tenant, Option space containing the terms set forth in the Landlord's Offer and Tenant shall acquire the Premises from Landlord, in accordance with Tenant's Transfer Terms and such other terms as of this lease to the extent they are mutually acceptable to Landlord and Tenant. If Landlord rejects Tenant's Transfer Terms, Landlord shall be free, for a period of one hundred eighty (180) days after its written notice to Tenant rejecting Tenant's Transfer Terms, to transfer the Premises to any other Person on consistent with Landlord's Transfer Terms or such other terms and conditions as Landlord may determine, provided that such terms and conditions shall provide Landlord with at least 95% of the purchase price included in Tenant's Transfer Terms. Tenant shall have the right to review all agreements between Landlord and any other Person governing the Transfer of the Premises to confirm that the terms and conditions thereof are not less favorable than Tenant's Transfer Terms. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunderOffer. In the event Tenant sends an Acceptance Notice and fails to respond to any Transfer Notice execute the new lease submitted by Landlord within thirty (30) 15 days after receipt of same, Landlord shall be free, for a period of one hundred eighty (180) days after such 30-day period expires, to Transfer the Premises to any other Person on such terms and conditions as Landlord, in its sole discretion, may determine. If Landlord does not so Transfer the Premises within the applicable one hundred eighty (180) day period, the Premises shall forthwith again become subject to Tenant's Right of First Offer hereunder. Notwithstanding Tenant's failure for any reason to purchase the Premises from Landlord pursuant to this Section 22.1, this Lease shall remain in effect in accordance with its terms and any Person that purchases the Premises from Landlord shall take ownership of the Premises subject to this Lease, including, without limitationreceipt, Tenant's Right Acceptance Notice shall be void and Tenant shall have no further rights as to the Option Space. 67.04 In the event Tenant (a) sends Tenant's Rejection or (b) fails to send an Acceptance Notice, as provided in Section 67.03, then Tenant shall have no further rights as to the Option Space referred to in the Availability Notice, unless and until Landlord should decide to substantially lease such Option Space within the first ten (1O) years of First Offer hereunderthe term of the lease. FOOTNOTE RIDER ANNEXED TO LEASE DATED JUNE 20, 1997 BETWEEN 40 WALL DEVELOPMENT ASSOCIATES, LLP, AS OWNER AND INTERNET FINANCIAL SERVICES, INC. AND X.X. XXXXXX INC., AS TENANTS This footnote rider consisting of 4 pages is annexed to and made a part of this lease to which it is attached and in each instance in which the provisions of this footnote rider shall contradict or be inconsistent with the provisions of the printed portion of this lease or any other rider attached to this lease, the provisions of this footnote rider shall prevail and govern and the contradicted or inconsistent provisions of the printed portion of this lease or any other rider attached to this lease shall be deemed amended accordingly. The numbered inserts contained in this footnote rider are deemed inserted where indicated by the corresponding number located on the printed portion of this lease. FOOTNOTES --------- 1. which shall apply to any future transfer of the Premises by said purchaser or its successors or assigns.not be unreasonably withheld"