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

Tenant’s Right of First Offer. (“ROFO”) Option. Notwithstanding the above, and subject to the currently existing option rights of other tenants (and/or their successors) in the Building as of the date of this Lease, Tenant shall be granted a one-time (as to each suite) right-of-first-offer option throughout the Lease Term as to any available space in Suites 110 and 210 of the Building (“ROFO Space”), which is returned to Landlord after any existing leases affecting the Property are terminated including the waiver or completion of any extensions or renewals with such third party tenants. 22.1.1 The option rights of Tenant under this Article 22 of the Lease are granted solely and exclusively for Tenant’s personal benefit and may not be transferred by Tenant without Landlord’s prior consent other than as part of a Voluntary Permitted Transfer. 22.1.2 The option rights of Tenant under this Article 22 of the Lease may not be exercised at any time in which Tenant is in material default of the terms, conditions and provisions of the Lease beyond any applicable cure period. 22.1.3 Prior to negotiations with any person or entity other than Tenant for any ROFO Space, Landlord will provide Tenant with a written notice (“ROFO Notice”) specifying the amount of space which will be available, the date of availability of such ROFO Space, and the amount of Base Monthly Rent which the Landlord is willing to accept. After its receipt of the ROFO Notice, Tenant will have five (5) business days to notify Landlord in writing that it wishes to lease all of the ROFO Space. After thirty (30) days of negotiations, should Tenant decline to execute a lease of the ROFO Space, Landlord shall be free to lease the ROFO Space to a third party; on terms and conditions with such third party that are within five percent (5%) of the Base Monthly Rent set forth in the ROFO Notice delivered to Tenant. 22.1.4 In the event Tenant exercises its ROFO option rights under the provisions of this Article 22 of the Lease, Tenant agrees that all of the ROFO Space will be taken “AS IS” with no improvements nor tenant allowance improvement monies from Landlord, except as set forth in the ROFO Notice or otherwise agreed to by the parties.

Tenant’s Right of First Offer. a) Tenant shall have a right of first offer (“ROFORight of Offer”) Option. Notwithstanding with respect to the aboveleasing of any space in the Building (“Offer Space”) as such space becomes available for leasing by the Landlord, provided that there is not an event of default continuing in accordance with the terms and conditions of the Lease, Tenant is in possession of the Demised Premises pursuant to this Lease and subject to the currently existing option rights 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), before entering into a lease with another tenant for the Offer Space. Tenant may accept the Offer Space only by delivering to Landlord written notice of such acceptance of the entire Offer Space within ten (10) Business Days of the Landlord Notification. If Tenant fails to accept 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 with other tenants persons or entities subject; however, to Section 44 hereof. If Landlord fails to lease the Offer Space within ninety (and/or their successors90) days, then it must be offered to Tenant again in accordance with this Section 43. Tenant must accept the Building Offer Space offered pursuant to this provision in whole and not in part. Once Tenant exercises its Right of Offer with respect to the Offer Space, the exercise will be irrevocable. ii) All of the terms and conditions 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 then current escalated Fixed Basic Rent payable under this Lease and Tenant’s Proportionate Share shall be increased in proportion to the square footage of any Offer Space leased by Tenant and provided there is two (2) or more years remaining in the current Term of the, Lease, or, if not, provided Tenant elects to extend the Term of the Lease pursuant to any existing option, then Tenant shall be granted entitled to a one-time tenant allowance for Tenant improvements as follows: (as to each suitei) right-of-first-offer option throughout in the Lease Term as to event all or any available space in Suites 110 and 210 portion of the Building (“ROFO Space”), which is returned Offer Space had been used as an office by the last tenant then Tenant shall be entitled to Landlord after any existing leases affecting a tenant improvement allowance with respect to the Property are terminated including the waiver or completion of any extensions or renewals with such third party tenants. 22.1.1 The option rights of Tenant under this Article 22 portion of the Lease are granted solely and exclusively for Tenant’s personal benefit and may not be transferred by Tenant without Landlord’s prior consent other than as part of Offer Space so previously used equal to $12.00 per rentable square foot or (ii) in the event the all or a Voluntary Permitted Transfer. 22.1.2 The option rights of Tenant under this Article 22 portion of the Lease may Offer Space bad not been used as an office by the last tenant, then Tenant shall be exercised at any time in which Tenant is in material default entitled to a tenant improvement allowance with respect to the portion of the terms, conditions and provisions of the Lease beyond any applicable cure period. 22.1.3 Prior to negotiations with any person or entity other than Tenant for any ROFO Space, Landlord will provide Tenant with a written notice (“ROFO Notice”) specifying the amount of space which will be available, the date of availability of such ROFO Space, and the amount of Base Monthly Rent which the Landlord is willing to accept. After its receipt of the ROFO Notice, Tenant will have five (5) business days to notify Landlord in writing that it wishes to lease all of the ROFO Space. After thirty (30) days of negotiations, should Tenant decline to execute a lease of the ROFO Space, Landlord shall be free to lease the ROFO Offer Space to a third party; on terms and conditions with such third party that are within five percent (5%) of the Base Monthly Rent set forth in the ROFO Notice delivered to Tenant. 22.1.4 In the event Tenant exercises its ROFO option rights under the provisions of this Article 22 of the Lease, Tenant agrees that all of the ROFO Space will be taken “AS IS” with no improvements nor tenant allowance improvement monies from Landlord, except not so previously used as set forth in Section 42 above, and which shall be payable by Landlord to Tenant promptly upon presentation of invoices for tenant improvement work. If Tenant does not fully utilize the ROFO Notice or otherwise agreed tenant improvement allowance, such excess shall be credited against Tenant’s obligation to by pay Rent. Landlord will have no liability to Tenant if any Tenant of the partiesOffer Space wrongfully holds over. In the event such Tenant wrongfully holds over, Landlord will attempt in good faith to cause such Tenant to vacate the Offer Space.

Tenant’s Right of First Offer. (“ROFO”) Option. Notwithstanding the above, and subject to the currently existing option rights of other tenants (and/or their successors) in the Building as of the date of this Lease, 31.1 Landlord agrees that Tenant shall be granted a one-have the right, at any time (as and from time to each suite) right-of-first-offer option throughout time during the Lease Term as Tern, to any available lease additional space in Suites 110 and 210 of the Building (“ROFO Space”), including storage space, as it becomes “available” (as defined below), subject to the following terms and conditions: (a) Landlord shall notify Tenant of the availability of the ROFO Space (an “Availability Notice”). Notwithstanding the foregoing, Landlord shall not be obligated to give any Availability Notice during any time that an Event of Default has occurred and is continuing hereunder. (b) The annual Base Rent, and any escalations thereof, with respect to the ROFO Space (other than Recapture Space, which is returned defined below) shall be one hundred percent (100%) of the then prevailing fair market rent for the ROFO Space. The annual Base Rent, and any escalations thereof, with respect to the ROFO Space that is Recapture Space shall be the greater of (X) one hundred percent (100%) of the then prevailing fair market rent (defined below) for the ROFO Space, or (Y) the Base Rent, and escalations thereof, under the existing lease with the tenant that is then occupying the Recapture Space (in which latter case, however, the Base Rent and escalations shall be adjusted to market terms as of the date on which the lease term of such existing tenant would have expired if Landlord had not exercised its right to recapture the Recapture Space). (c) For a period of twenty (20) days after Landlord gives an Availability Notice to Tenant, except with respect to Recapture Space, Tenant shall have the right to lease the ROFO Space from Landlord upon the terms and conditions set forth in this Lease (but without any obligation on the part of Landlord to construct, alter, renovate, repaint, recarpet or provide any construction allowance for tenant improvements in the Premises) commencing on the date the ROFO Space becomes available as set forth in the Availability Notice. In the event Tenant gives notice to Landlord (the “ROFO Space Election”) within such twenty (20) day period that Tenant intends to lease the ROFO Space, then (x) such ROFO Space Election shall be an irrevocable commitment on the part of Tenant to lease such ROFO Space, and (y) Landlord and Tenant shall promptly (after the Base Rent, and escalations thereof, are determined in accordance with the provisions below) execute an amendment to the Lease indicating the location and configuration of the ROFO Space, and the Base Rent, and escalations thereof, with respect to the ROFO Space, as well as the lease security to be provided. The number of square feet of rentable area of the Premises shall be measured and calculated by Landlord’s architect, subject to confirmation by Tenant’s architect pursuant to the procedure set forth in Section 30.1(c)(i), and shall be set forth in the amendment to the Lease. (d) In the event Landlord gives an Availability Notice to Tenant indicating that Landlord has the right to recapture any existing leases affecting Recapture Space, then Tenant shall have the Property are terminated including right to lease such Recapture Space by giving an ROFO Space Election within five (5) days after Landlord gives an Availability Notice, in which event (x) such ROFO Space Election shall be an irrevocable commitment on the waiver or completion part of any extensions or renewals Tenant to lease such Recapture Space, (y) Tenant shall reimburse Landlord for the reasonable costs associated with such third party tenantsrecapture, including without limitation, any demising walls or other demising work required, promptly after Landlord provides reasonable evidence thereof; and (2) Landlord and Tenant shall promptly (after the Base Rent, and escalations thereof, are determined in accordance with the provisions below) execute an amendment to the Lease indicating the location and configuration of the Recapture Space and the Base Rent, and escalations thereof, payable with respect to the ROFO Space, as well as the lease security to be provided. 22.1.1 The option rights of (e) In the event Tenant under this Article 22 of the Lease are granted solely and exclusively for Tenant’s personal benefit and may not be transferred by Tenant without Landlord’s prior consent other than as part of a Voluntary Permitted Transfer. 22.1.2 The option rights of Tenant under this Article 22 of the Lease may not be exercised at any time in which Tenant is in material default of the terms, conditions and provisions of the Lease beyond any applicable cure period. 22.1.3 Prior to negotiations with any person or entity other than Tenant gives an ROFO Space Election for any ROFO Space, Landlord will provide Tenant with a written notice (“ROFO Notice”) specifying the amount of space which will be available, the date of availability of such ROFO Space, and the amount of Base Monthly Rent which the Landlord is willing to accept. After its receipt of the ROFO Notice, Tenant will parties shall have five (5) business days to notify Landlord in writing that it wishes to lease all of the ROFO Space. After thirty (30) days after Landlord’s receipt of negotiationsthe ROFO Space Election in which to agree on the annual Base Rent, should Tenant decline and escalations thereof, which shall be payable for such ROFO Space, the abatements, allowances and other concessions, and the Lease security that may be required. The parties shall be obligated to execute a lease of conduct such negotiations in good, faith. Among the factors to be considered by the parties during such negotiations shall be the factors set forth in Rider No. 1 to this Lease. If the parties agree on the Base Rent, and escalations thereof, payable for the ROFO Space, they shall promptly execute an amendment to the Lease stating the rent so agreed upon. (f) If, during such thirty (30) day period referred to in subparagraph 31.1(e) above, the parties are unable to agree on the Base Rent, and escalations thereof payable with respect to the ROFO Space, then the fair market rent, concession package and Lease security that will be applicable thereto shall be determined in accordance with the procedure set forth in Rider No. 1. (g) For all ROFO Space, all the terms, conditions, covenants and agreements set forth in the Lease; shall apply and be binding upon Landlord and Tenant, except that (i) the annual Base Rent payable shall be the amount specified in Section 31.1(b) above, (ii) the Lease security shall be increased pursuant to the procedure set forth in Section 31.1(e) and (f) above, and (iii) abatements, allowances or other monetary concessions shall apply to the ROFO Space as set forth above. Notwithstanding anything herein to the contrary, there shall be no abatements, allowances, monetary concessions, or other concession package for any space that is Recapture Space, except as otherwise may be agreed by the parties in calculating fair market rent. (h) In no event shall Tenant have the right to lease less than all of the ROFO Space designated by Landlord in an Availability Notice. (i) Tenant shall accept the ROFO Space in “as is” condition as of the date the same is delivered to Tenant. All work performed in the ROFO Space shall be performed in accordance with the terms and provisions of this Lease. (j) Tenant shall be obligated to pay Additional Rent with respect to the ROFO Space in accordance with the provisions of Article IV of this Lease. (k) In the event Tenant fails to timely notify Landlord of its election to lease the ROFO Space, then Tenant’s rights under this Article shall be null and void and of no further force or effect with respect to the ROFO Space that is the subject of a particular Availability Notice, and Landlord shall have the right to lease such space to any other person or entity upon any terms and conditions which Landlord desires, in its discretion; however, if such space thereafter again becomes available for leasing, then Tenant’s rights under this Article shall again be applicable. (l) The term of the lease for such ROFO Space shall be coincident with the remaining Lease Term (including any renewal term) under the Lease. (m) Notwithstanding anything herein to the contrary, Landlord shall not be obligated to offer or lease any ROFO Space to Tenant in the Building in the event there are three (3) or fewer years remaining in the Lease Term, unless Tenant exercises an option to extend the term of this Lease in accordance with Rider No. 1 hereof. Landlord shall endeavor, however, to give Tenant notice of any space that becomes available for leasing at a time when (i) less than three (3) years remain in the Lease Term, and (ii) Tenant is still within the time period to exercise any Renewal Option, so that Tenant may consider whether to exercise any available Renewal Option. 31.2 Except as otherwise provided below, space shall be considered to become “available” in the event (i) an existing lease with another tenant expires or is soon to expire and such tenant has not extended or renewed such lease, and Landlord is prepared to offer such space for leasing by any party other than such existing tenant; or (ii) Landlord recaptures or has a present right to recapture such space as a result of a tenant default or a tenant’s request to assign or sublease such space. Space that becomes available pursuant to clause (ii) of the immediately preceding sentence shall be referred to herein as “Recapture Space.” Landlord shall use reasonable efforts to include standard recapture rights in the assignment and subletting provisions of all other tenants’ leases in the Building. The parties acknowledge that, as part of Landlord’s initial lease-up of the Building (the “first generation leases”), Landlord shall be entitled to enter into such first generation leases without such space being considered “available” for purposes of this Lease, and Landlord shall be entitled to grant “fixed” expansion and extension options to other tenants under first generation leases. Space shall not be considered to be “available” for purposes of this Lease in the event tenants exercise any such “fixed” expansion and extension rights under such first generation leases. Once space becomes “available” any time after the initial lease-up of the Building, then such space shall be offered to Tenant pursuant to this Article XXXI as ROFO Space. In the event Tenant elects (or is deemed to have elected) not to lease any such ROFO Space, then Landlord shall be free to lease the such space to third parties, including any extension or expansion rights, rights of first offer or similar rights, and such space shall not be considered “available” for purposes of this Lease until such leases expire without such tenants exercising any rights to extend or expand or similar rights. 31.3 At Landlord’s election, Landlord may rescind Tenant’s exercise of its option to lease any ROFO Space during any period in which an Event of Default exists under this Lease. If Landlord elects to a third party; on terms and conditions with such third party that are within five percent (5%) of the Base Monthly Rent set forth in the ROFO Notice delivered rescind Tenant’s right to Tenant. 22.1.4 In the event Tenant exercises its ROFO option rights under the provisions of this Article 22 of the Lease, Tenant agrees that all of the lease any ROFO Space will be taken “AS IS” with no improvements nor tenant allowance improvement monies from Landlord, except as set forth in the preceding sentence, Landlord shall do so within 30 days after Tenant elects to lease the ROFO Notice or otherwise agreed Space. 31.4 If Tenant leases any ROFO Space hereunder, Landlord shall deliver possession of the ROFO Space to Tenant promptly after the date on which the ROFO Space is vacated by the partiesprior tenant thereof, and the term with respect to such ROFO Space shall be coterminous with the term for the initial Premises (including any renewal term). Landlord shall incur no liability, and the expiration date of the term for which the ROFO Space is leased shall not be extended, if Landlord is unable to deliver possession of the ROFO Space to Tenant due to any holdover tenant’s refusal to vacate, or for any other reason. Landlord agrees to use reasonable efforts to obtain possession of the ROFO Space as soon as reasonably possible, including, without limitation, the commencement of eviction proceedings, which Landlord shall pursue in a diligent and expeditious manner. Any ROFO Space which is leased to Tenant shall be delivered by Landlord and accepted by Tenant in its then-current “ as is” condition. 31.5 Landlord agrees to meet periodically with Tenant, at mutually agreeable times within normal business hours, to discuss the status of upcoming lease expirations within the Building. 31.6 Tenant’s right under this Article XXXI shall survive any approved or permitted assignment of this Lease. Tenant shall not be entitled to exercise its rights under this Article XXXI to lease any ROFO Space if at the time Tenant would otherwise be entitled to exercise its rights, (X) Tenant has subleased more than fifty percent (50%) of the aggregate of (i) the original Premises; plus (ii) any additional expansion space then subject to this Lease; unless (Y) Tenant does not meet the foregoing requirement solely because of a sublease to a single subtenant-that occupies at feast 100,000 square feet of rentable area in the Building (regardless of whether or not other, smaller subleases also exist at such time). In clarification of the foregoing, if Tenant has a sublease to a single subtenant that occupies over 100,000 rentable square feet (a “Large Sublease”), then the calculation of whether Tenant has subleased more than fifty percent (50%) of the Premises shall be determined without regard to such Large Sublease. 31.7 No abatements, allowances or other concessions shall apply with respect to the ROFO Space that is Recapture Space, except as otherwise may be agreed by the parties in calculating fair market rent.

Tenant’s Right of First Offer. (“ROFO”a) Option. Notwithstanding If Tenant does not elect to send ----------------------------- an Election Notice in accordance with the provisions of paragraph 15 above, and subject further provided that no event of default shall have occurred and be continuing, in the event that any space in the basement, second, third or forth floors of the Building becomes available by reason of a lease termination (such space being hereinafter referred to as "Vacated Space," the Landlord agreeing that it shall not renew the lease for any Vacated Space without first offering the Vacated Space to the currently Tenant pursuant to this paragraph 16 unless the existing option rights of other tenants (and/or their successors) in the Building tenant has, as of the date of this Fourth Amendment, an explicit right of renewal for the Vacated Space in its lease, or an existing lease specifically grants, as of the date of this Fourth Amendment, to an existing tenant the right to lease any of the Vacated Space), the Landlord shall give the Tenant notice of the availability of such Vacated Space (including the proposed date of delivery of the Vacated Space), such notice to also set forth the proposed rental rate for such space, rent escalation, utility payments and such other terms upon which the Landlord intends to market and lease such Vacated Space (the "Landlord's Notice"). If the Tenant shall desire to lease such Vacated Space, the Tenant shall give written notice to Landlord of the Tenant's acceptance of the Landlord's Notice not later than fifteen business days following receipt of the Landlord's Notice (and if the Vacated Space is on the second or third floor, Tenant's notice shall also state the term for which Tenant elects to lease such space, which shall be no less than ten and no more than fifteen years), time being of the essence with respect to the Tenant's giving of such notice. If the Tenant shall give notice of its election to lease the Vacated Space, and provided that no event of default shall have occurred and be continuing and that this Lease shall not have been terminated, an amendment to this Lease shall be offered to the Tenant covering the Vacated Space which shall reflect the rental terms and other terms set forth in the Landlord's Notice and which shall otherwise contain substantially the same terms as set forth herein wherever possible and, (i) with respect to Vacated Space in the basement, shall provide for a term ending concurrently with this Lease, (ii) with respect to Vacated Space on the fourth floor, shall provide for a term expiring at the Tenant's option on December 31, 2007 or December 31, 2012 (the Tenant to specify which term it elects when it notifies the Landlord as to whether it elects to lease such Vacated Space), and (iii) with respect to Vacated Space on the second or third floor, shall provide for a term ending as of the last day of the calendar month in which the appropriate anniversary of the commencement date for such space occurs. If the Tenant does not give written notice accepting the Landlord's Notice in a timely manner, the Tenant shall be granted a one-time (as deemed not to each suite) right-of-first-offer option throughout have leased the Lease Term as to any available space in Suites 110 and 210 of the Building (“ROFO Space”), which is returned to Landlord after any existing leases affecting the Property are terminated including the waiver or completion of any extensions or renewals with such third party tenants. 22.1.1 The option rights of Tenant under this Article 22 of the Lease are granted solely and exclusively for Tenant’s personal benefit and may not be transferred by Tenant without Landlord’s prior consent other than as part of a Voluntary Permitted Transfer. 22.1.2 The option rights of Tenant under this Article 22 of the Lease may not be exercised at any time in which Tenant is in material default of the terms, conditions and provisions of the Lease beyond any applicable cure period. 22.1.3 Prior to negotiations with any person or entity other than Tenant for any ROFO Space, Landlord will provide Tenant with a written notice (“ROFO Notice”) specifying the amount of space which will be available, the date of availability of such ROFO Vacated Space, and the amount of Base Monthly Rent which Landlord may thereafter lease such Vacated Space to a third party on such terms as the Landlord is willing in its sole discretion shall determine (including renewal options, if any) and the Tenant shall have no further right to accept. After its receipt lease the Vacated Space when the same becomes available in the future; provided, however, that if in connection with the first leasing of the ROFO Vacated Space following the delivery of Landlord's Notice, the Landlord offers to lease the Vacated Space to a third party for a net effective rental, the present value of which (discounted at a rate of 9% per annum) is less than 90% of the present value (discounted at the rate of 9% per annum) of the net effective rental rate set forth in Landlord's Notice to the Tenant will have five for such space, then the Landlord shall again offer such Vacated Space to the Tenant as provided in this Fourth Amendment at such reduced rental rate (5) business days the "Landlord's Second Notice"). The Tenant shall be obligated to notify respond to the Landlord's Second Notice, or any new lease offered in connection therewith in the same manner and within the same time as set forth above, time being of the essence. If the Tenant does not give written notice accepting the Landlord's Second Notice in a timely manner, the Landlord may thereafter lease such Vacated Space to a third party on such terms as the Landlord in writing that it wishes its sole discretion shall determine (including renewal options, if any) and the Tenant shall have no further right to lease all the Vacated Space when the same become available in the future, subject only to the provisions of the ROFO Spaceparagraph (b) below. After thirty (30) days of negotiations, should Tenant decline The parties shall endeavor to execute a lease of amendment within thirty days. If the ROFO SpaceTenant has timely given written notice accepting the Landlord's Notice or the Landlord's Second Notice, as the case may be, but fails to timely execute a lease amendment, the Tenant shall nonetheless be obligated to lease from the Landlord, and the Landlord shall be free obligated to lease to the ROFO Tenant, the Vacated Space to a third party; on the terms and conditions with such third party that are within five percent (5%) of the Base Monthly Rent set forth in the ROFO Landlord's Notice delivered to Tenantor the Landlord's Second Notice, as the case may be, and the Lease shall be deemed amended accordingly. 22.1.4 (b) In the event Tenant exercises its ROFO option rights under addition to the provisions of this Article 22 paragraph (a) above, if the Landlord fails to enter into a lease with a third party for any of the LeaseVacated Space within six months after the date of Landlord's Notice, then the Landlord shall notify the Tenant agrees that all of the ROFO continued availability of the Vacated Space will and the terms upon which it is being offered (the "Landlord's Reoffer Notice") and the Tenant shall have a period of fifteen days following receipt of Landlord's Reoffer Notice in which to deliver a written notice to the Landlord as to whether the Tenant wishes to lease the Vacated Space, time being of the essence with respect too giving of such notice. If the Tenant shall give notice of its election to lease the Vacated Space, and provided that no event of default shall have occurred and be taken “AS IS” continuing, and that this Lease shall not have been terminated, an amendment to this Lease shall be offered to the Tenant covering the Vacated Space which shall reflect the rental terms and other terms set forth in Landlord's Reoffer Notice, and which shall otherwise contain substantially the same terms as set forth herein whenever possible (and containing the expiration dates as set forth in paragraph (a) above). If the Tenant does not give written notice accepting the Landlord's Reoffer Notice in a timely manner, the Tenant shall be deemed to have waived its right to lease the Vacated Space, and the Landlord may therefore then lease the Vacated Space to any third party on such terms as the Landlord in its sole discretion may determine, free of all rights of the Tenant hereunder. The parties shall endeavor to execute a lease amendment within thirty days. If the Tenant timely accepts the Landlord's Reoffer Notice, but fails to execute a lease amendment, the parties shall be bound with no improvements nor tenant allowance improvement monies from Landlord, except respect to such space as set forth in the ROFO Notice or otherwise agreed last sentence of subparagraph (a) above. (c) Tenant's rights under this Paragraph are subject to the rights of Xxxx Elsevier, Inc. pursuant to the Xxxx Lease. (d) If the Landlord fails to deliver the Vacated Space within one year after the anticipated delivery date set forth in Landlord's Notice, Tenant shall have a one-time right to rescind its election to lease the Vacated Space by giving Landlord written notice within thirty days after the partiesexpiration of such one-year period (the "Rescission Notice"), but prior to the date Landlord delivers possession of the Vacated Space to the Tenant, time being of the essence with respect to the giving of the Rescission Notice. If Tenant fails to timely deliver the Rescission Notice, then it shall lease the Vacated Space in accordance with the provisions of this Paragraph 16.

Tenant’s Right of First Offer. Following the expiration of the initial lease of the ROFO Space (hereinafter defined) and vacancy thereof, subject to Landlord’s right to renew the lease of any initial tenant of any portion of the ROFO Space (or the initial tenant’s successors, assigns or subtenants), and subject further to the provisions contained below, Tenant shall have a right of first offer (“ROFO”) Option. Notwithstanding to lease the above, and subject to the currently existing option rights of other tenants (and/or their successors) in the Building as applicable portion of the date of this Lease, Tenant shall be granted a one-time (as to each suite) right-of-first-offer option throughout the Lease Term as to any 8th floor coming available space in Suites 110 and 210 of the Building (“ROFO Space”), which is returned to Landlord after any existing leases affecting the Property are terminated including the waiver or completion provided Tenant has a minimum of any extensions or renewals with such third party tenants. 22.1.1 The option rights of Tenant under this Article 22 of three (3) years remaining in the Lease are granted solely Term (or Tenant exercises a Renewal Option so to have at least three (3) years remaining). Tenant hereby agrees and exclusively acknowledges that the ROFO Space is currently available for lease and that Tenant’s personal benefit and may not be transferred by Tenant without Landlord’s prior consent other than as part of a Voluntary Permitted Transfer. 22.1.2 The option rights of Tenant under this Article 22 of ROFO shall only apply following the Lease may not be exercised at any time in which Tenant is in material default of the terms, conditions and provisions of the Lease beyond any applicable cure period. 22.1.3 Prior to negotiations with any person or entity other than Tenant for any ROFO Space, Landlord will provide Tenant with a written notice (“ROFO Notice”) specifying the amount of space which will be available, the date of availability of such ROFO Space, and the amount of Base Monthly Rent which the Landlord is willing to accept. After its receipt of the ROFO Notice, Tenant will have five (5) business days to notify Landlord in writing that it wishes to lease all of the ROFO Space. After thirty (30) days of negotiations, should Tenant decline to execute a lease initial leasing of the ROFO Space, Landlord shall be free to the expiration of the initial lease of the ROFO Space to a third party; on , and the vacating of the ROFO Space by the initial tenant or their successors, assigns or subtenants. Tenant hereby agrees and acknowledges that Landlord shall have the absolute right to renew the initial lease of the ROFO Space (or the initial tenant’s successors, assigns or subtenants) if it so desires and such a renewal shall not be in violation of this Section. Tenant shall have the right to exercise its ROFO hereunder only in the event that no default beyond any applicable notice and cure period then exists and is continuing in the performance of the any of the terms of the Lease. When a ROFO Space Vacancy occurs, prior to marketing or offering the ROFO Space for lease to a third party, Landlord shall give Tenant written notice informing Tenant that it intends to offer the ROFO Space for lease (“ROFO Notice”). The ROFO Notice shall include the applicable portion of the ROFO Space being offered for lease, and conditions Landlord’s proposed rental and any other terms Landlord may wish to propose in connection with such third party that are within the lease of the ROFO Space. Tenant shall only have the right to exercise the ROFO with regard to the entirety of the ROFO Space referenced in the ROFO Notice, not a portion. If the ROFO is exercised in the first five percent (5%) Lease Years of the Base Monthly Rent initial Lease Term, then the ROFO Space shall be added to the Lease by amendment on the same per square foot economic terms then in effect for the Premises, except that the additional parking spaces to be made available to Tenant with regard to the ROFO Space shall be at the then standard charge (rather than the preferred rate of $25.00/parking space, per month granted to Tenant in Section 5.21). If the ROFO is exercised after the expiration of the fifth (5th) Lease Year, the ROFO Space shall be leased upon the terms set forth in the ROFO Notice delivered Notice. Notwithstanding the foregoing, if Landlord subsequently determines to Tenant. 22.1.4 In the event Tenant exercises its ROFO option rights under the provisions of this Article 22 of the Lease, Tenant agrees that all of lease the ROFO Space will be taken “AS IS” with no improvements nor for the economic equivalent of a lower rent (taking into account any tenant allowance improvement monies from Landlordallowances, except as benefits and credits) than was set forth in the ROFO Notice, then Landlord will provide Tenant with a second ROFO Notice or otherwise agreed setting forth such lower rent and Tenant shall have ten (10) business days following the date of such second ROFO Notice to by determine if it wishes to exercise the partiesROFO and lease the ROFO Space at said lower rent.

Tenant’s Right of First Offer. During any ROFO Period, Landlord shall not effect any LL Transfer (“ROFO”except for an Exempt LL Transfer) Option. Notwithstanding the aboveother than (i) pursuant to a Single Property Contract of Sale, and subject (ii) otherwise subject, in all events, to the currently existing option rights following: 9.2.1 Landlord, prior to effecting such a LL Transfer, shall give notice of other tenants its desire or intention to do so to Tenant under this Section 9.2 (and/or their successors) in the Building as of the date of this Lease, Tenant shall be granted a one-time (as to each suite) right-of-first-offer option throughout the Lease Term as to any available space in Suites 110 and 210 of the Building (herein called “ROFO SpaceLandlord’s Offer Notice”), which is returned to Landlord notice shall set forth the material terms and conditions of Landlord’s contemplated LL Transfer, including (i) the purchase price, and the payment terms, thereof, (ii) the earliest possible closing date of the contemplated LL Transfer (which shall not, in any event, be later than the date one (1) year after any existing the date of Landlord’s Offer Notice), (iii) a list of all the leases (other than this Lease) affecting the Property are terminated including to which the waiver or completion contemplated LL Transfer will be subject (herein called the “Other Permitted Leases”), as certified to by Landlord, and (iv) a list of any extensions or renewals with all the encumbrances (other than this Lease and the Other Permitted Leases) which will encumber Landlord’s Estate upon the contemplated LL Transfer (such third party tenantsencumbrances being herein called the “LL Transfer Permitted Encumbrances”). 22.1.1 The option rights of Tenant under this Article 22 of the Lease are granted solely and exclusively for Tenant’s personal benefit and may not be transferred by Tenant without 9.2.2 Any Landlord’s prior consent other than as part of a Voluntary Permitted Transfer. 22.1.2 The option rights of Tenant under this Article 22 of the Lease may not Offer Notice shall be exercised deemed an offer from Landlord to Tenant, whereby Tenant, at any time in which Tenant is in material default within the period of the terms, conditions and provisions of the Lease beyond any applicable cure period. 22.1.3 Prior to negotiations with any person or entity other than Tenant for any ROFO Space, Landlord will provide Tenant with a written notice (“ROFO Notice”) specifying the amount of space which will be available, the date of availability of such ROFO Space, and the amount of Base Monthly Rent which the Landlord is willing to accept. After its receipt of the ROFO Notice, Tenant will have five (5) business days to notify Landlord in writing that it wishes to lease all of the ROFO Space. After thirty (30) days after the delivery of negotiationssuch Landlord’s Offer Notice (which period is herein called the “ROFO Exercise Period”), should Tenant decline may, at Tenant’s option (such option being herein called “Tenant’s ROFO Option”), elect to execute a lease of purchase Landlord’s interest in the ROFO Space, Landlord shall be free to lease Property upon the ROFO Space to a third party; on terms and conditions with such third party that are within five percent (5%) of the Base Monthly Rent set forth in Section 9.2.4 hereof. Tenant’s ROFO Option may be exercised only by notice to Landlord (“Tenant’s ROFO Exercise Notice”) given within the ROFO Notice delivered Exercise Period; it being agreed that the ROFO Exercise Period shall be extended day-for-day for any delays in Tenant’s conduct of its due diligence activities with respect to Tenant. 22.1.4 In the event Property that are occasioned by either (x) Landlord failing to grant Tenant exercises its ROFO option rights under access to one or more portions of the Property consistent with the provisions of this Article 22 Section 9.2.3(i) hereof, or (y) Landlord failing to deliver to Tenant, promptly after Tenant’s request therefor, the documentation described in Section 9.2.3(ii)(x) hereof, but only, in either such case, if, promptly after such failure, Tenant shall deliver a notice thereof to Landlord, which notice shall state, in all capital letters (or other prominent display) that Landlord’s failure has resulted in, and/or may thereafter result in, one or more extensions of the Lease, Tenant agrees that all of the ROFO Space will be taken “AS IS” with no improvements nor tenant allowance improvement monies from Landlord, except as set forth in the ROFO Notice or otherwise agreed to by the parties.RFR Exercise Period. ________________________________________________________________________________________________________________________

Tenant’s Right of First Offer. (“ROFO”i) Option. Notwithstanding the above, and subject to the currently existing option rights of other tenants Landlord shall not lease any office space in (and/or their successorsa) in the Building as any of the date of this Lease, Tenant shall be granted a one-time (as to each suite) right-of-first-offer option throughout the Lease Term as to any available space in Suites 110 and 210 47th or 46th floors of the Building (the “Highest ROFO Space”) other than to Hyatt pursuant to the Hyatt Lease, (b) the 23rd floor of the Building up to and including the 31st floor of the Building and the 34th or 35th floors of Building, if Tenant exercises a Pre-Occupancy Contraction Option with respect to either or both of such floors (the “Initial ROFO Space”), and (c) the 11th floor through and including the 22nd floor of the Building (the “Contingent ROFO Space”) other than to Hyatt pursuant to the Hyatt Lease, subject in all respects to the terms hereof (specifically excluding from the terms and operation of this Paragraph 35(C) (i) any retail space in the ground floor of the Building, (ii) the 4th floor through and including the 10th floor of the Building, (iii) the Shared Facilities, (iv) any area in the Building to the extent affected by the terms of the last sentence of Paragraph 35(F)(ii), (v) the 34th floor of the Building, if Tenant has exercised its Pre-Occupancy Contraction Space Option with respect to one-half ( 1/2) floor, and, (vi) subject to the terms of Paragraph 6(O) hereof, any storage space in the Building), including, in the case of subclauses (a),(b) and (c) above, by way of renewal, extension, expansion or right or option therefor to any person other than pursuant to: (a) any lease of the Initial ROFO Space effected pursuant to Paragraph 35(C)(vii); and (b) any Permitted Renewal or Permitted Expansion of such lease of Initial ROFO Space, subject, in each case, to Tenant’s Expansion Options set forth in Paragraph 35(B); and (c) if Tenant has declined to exercise its rights of first offer under this Paragraph 35(C), the exercise by (and demise to) the tenant under the Hyatt Lease of its rights of first offer thereunder with respect to the 23rd through 27th floors of Initial ROFO Space, which is returned not Encumbered Accepted Offer Space and that is leased for the actual or intended occupancy of such tenant under the Hyatt Lease; (2) (a) any lease of the Contingent ROFO Space unless the Minimum Occupancy Requirement for Contingent ROFO Rights is satisfied, or (b) if and for so long as the Minimum Occupancy Requirement for Contingent ROFO Rights is satisfied, any Lease of the Contingent ROFO Space effected pursuant to Landlord after Paragraph 35(C)(viii); (3) any existing leases affecting lease of the Property are terminated including Highest ROFO Space effected pursuant to Paragraph 35 (C)(ix); or (4) any lease of space effected pursuant to the waiver or completion exercise by the tenant thereunder of any extensions expansion right or renewals with such third party tenants.option (which phrase, as used in this Paragraph 35(E), shall include any firm option, right of refusal or right of first offer) set forth in (a) the Hyatt Lease or (b) the Xxxxxxx Lease, in each case prior to any amendment thereof (collectively, the “Permitted Superior Expansion Rights”), subject, in each case, to Tenant’s Expansion Options set forth in Paragraph 35(B); or 22.1.1 The option rights of (5) any lease to Tenant. Landlord represents and warrants to Tenant under this Article 22 that attached hereto as Exhibit PSER One is a true and correct copy of the Lease are granted solely and exclusively for Tenant’s personal benefit and may not be transferred by Tenant without Landlord’s prior consent other than as part of a Voluntary Permitted Transfer. 22.1.2 The option rights of Tenant under this Article 22 of the Lease may not be exercised at any time in which Tenant is in material default of the terms, conditions and provisions of the Hyatt Lease beyond any applicable cure period. 22.1.3 Prior to negotiations with any person or entity other than Tenant for any ROFO Spaceand Xxxxxxx Lease containing the Permitted Superior Expansion Rights, Landlord will provide Tenant with a written notice (“ROFO Notice”) specifying excluding the amount of space which will be available, the date of availability portion of such ROFO Space, and provisions setting forth the amount of Base Monthly Rent which the Landlord is willing to accept. After its receipt of the ROFO Notice, Tenant will have five (5) business days to notify Landlord in writing that it wishes to lease all of the ROFO Space. After thirty (30) days of negotiations, should Tenant decline to execute a lease of the ROFO Space, Landlord shall be free to lease the ROFO Space to a third party; on terms and conditions with such third party that are within five percent (5%) of the Base Monthly Rent set forth in the ROFO Notice delivered to Tenantrent payable thereunder. 22.1.4 In the event Tenant exercises its ROFO option rights under the provisions of this Article 22 of the Lease, Tenant agrees that all of the ROFO Space will be taken “AS IS” with no improvements nor tenant allowance improvement monies from Landlord, except as set forth in the ROFO Notice or otherwise agreed to by the parties.

Tenant’s Right of First Offer. (A) If, at any time Landlord shall desire to lease the entire balance of the forty-sixth (46th) floor of the Building (the “Expansion Space”) to a third party other than the existing tenant in any such space, or any other party having any pre-existing rights to the Expansion Space, Landlord shall first give Tenant notice (“ROFOLandlord’s Notice”) Optionof the availability of the Expansion Space and the length of the Term. Tenant shall have the one-time right, exercisable by notice to Landlord within 20 days after the date of Landlord’s Notice, the time of giving of such notice to be of the essence of this agreement, to notify Landlord that Tenant agrees to lease the Expansion Space for the Term specified in Landlord’s Notice, provided that, at the time of Tenant’s exercise, this Lease shall be in full force and effect and Tenant shall not then be in monetary default hereunder. The Base Rent payable in respect of the Expansion Space shall be determined pursuant to subsection 4.15(B) below. In the event that Tenant fails to deliver notice of exercise its right to lease the Expansion Space within 20 days after the date of Landlord’s Notice, Tenant shall be deemed to have waived its rights under this Section 4.15 with respect to the Expansion Space, Landlord shall have the absolute right to lease the Expansion Space to any other person or entity and Tenant shall have no further rights with respect to the Expansion Space. Notwithstanding anything to the abovecontrary contained in this subsection (A), if the existing tenant which occupies the balance of the 46th Floor executes an early termination agreement with Landlord to surrender a portion of its 46th floor premises, Landlord agrees to provide a right of first offer as to the 46th floor space surrendered to Landlord, and a subsequent right of first offer as to the remaining 46th floor space occupied by such tenant, as and when such space becomes available, but in either instance, subject to the currently existing option rights of other tenants applicable terms and provisions hereof. (and/or their successorsB) in The annual Base Rent payable by Tenant for the Building as Expansion Space shall be the fair market rental value of the date Expansion Space. Immediately after the exercise by Tenant of its right of first offer under Subsection (A) above, Landlord and Tenant shall use their best efforts to agree upon the fair market rental value of the Expansion Space (exclusive of electricity charges). For the purposes of this Lease, Tenant shall be granted a one-time (as to each suite) right-of-first-offer option throughout the Lease Term as to any available space in Suites 110 and 210 “fair market rental value” of the Building (“ROFO Space”)Expansion Space shall mean the annual rental value for comparable office space for comparable office buildings in Downtown Manhattan, which is returned to taking all relevant factors into consideration. In the event Landlord after any existing leases affecting the Property are terminated including the waiver or completion of any extensions or renewals with such third party tenants. 22.1.1 The option rights of and Tenant under this Article 22 of the Lease are granted solely and exclusively for Tenant’s personal benefit and may cannot be transferred by Tenant without Landlord’s prior consent other than as part of a Voluntary Permitted Transfer. 22.1.2 The option rights of Tenant under this Article 22 of the Lease may not be exercised at any time in which Tenant is in material default of the terms, conditions and provisions of the Lease beyond any applicable cure period. 22.1.3 Prior to negotiations with any person or entity other than Tenant for any ROFO Space, Landlord will provide Tenant with a written notice (“ROFO Notice”) specifying the amount of space which will be available, the date of availability of such ROFO Space, and the amount of Base Monthly Rent which the Landlord is willing to accept. After its receipt of the ROFO Notice, Tenant will have five (5) business days to notify Landlord in writing that it wishes to lease all of the ROFO Space. After reach agreement within thirty (30) days after the date of negotiationsTenant’s exercise of its option, should Landlord and Tenant decline shall confer and appoint a reputable, qualified, licensed real estate broker having an office in the county in which the Building is located and is familiar with the rentals then being charged in the Building and in comparable buildings and who has at least 10 years’ experience (the “Independent Broker”). Upon the failure of Landlord and Tenant to execute a lease agree upon the designation of the ROFO Independent Broker, then upon ten (10) days’ notice, either party may apply to the Supreme Court in the county in which the Building is located to appoint the Independent Broker. Concurrently with such appointment, Landlord and Tenant shall each submit a letter to the Independent Broker, with a copy to the other, setting forth their respective estimates of the fair market rental value of the Expansion Space, taking into consideration the duration of the Term and all other terms and conditions of this Lease which are applicable to the Expansion Space (respectively, “Landlord’s Letter” and “Tenant’s Letter”). The Independent Broker shall determine the fair market rental value of the Expansion Space and shall choose the fair market rental value set forth in either Landlord’s Letter or Tenant’s Letter to be the Base Rent for the Expansion Space during the applicable Term. The fees and expenses of the Independent Broker and all costs incurred in connection with the appointment of the Independent Broker shall be shared equally by Landlord and Tenant. (C) Within ten (10) business days after the determination of the Base Rent for the Expansion Space, Landlord and Tenant shall enter into an amendment of this Lease reasonably satisfactory to Landlord and Tenant to provide for (i) the inclusion of the Expansion Space in the Premises, (ii) an increase in the Base Rent by the fair market rental value of the Expansion Space, (iii) an increase in Tenant’s Proportionate Share to reflect the inclusion of the Expansion Space in the Premises. In all other respects, the terms and conditions contained in this Lease (including escalations and base years) shall remain unmodified. In the event Tenant shall have exercised its right of first offer on the Expansion Space and Tenant shall not have executed an amendment of this Lease within twenty (20) days after Landlord’s delivery of execution counterparts thereof, Tenant shall be deemed to have waived its rights with respect to the Expansion Space, Landlord shall be free have the absolute right to lease the ROFO Expansion Space to a third party; on any other person or entity and Tenant shall have no further rights with respect to the Expansion Space. Notwithstanding Tenant’s exercise of its right to lease the Expansion Space pursuant to the terms and conditions with such third party that are within five percent (5%) of this Section 4.15, Landlord shall not be obligated to deliver possession of the Base Monthly Rent set forth Expansion Space to Tenant if, prior to delivery of possession of the Expansion Space, Tenant shall be in default hereunder beyond any applicable notice and grace period, in which event the ROFO Notice delivered rights of Tenant hereunder shall terminate and be of no further force or effect. Notwithstanding anything to the contrary, Tenant. 22.1.4 In ’s rights under this Section 4.15 are personal to the event Tenant exercises its ROFO option rights named herein and may not be exercised by any permitted successor, assign or subtenant of the Premises, except for permitted successors under the provisions of this Article 22 of the Lease, Tenant agrees that all of the ROFO Space will be taken “AS IS” with no improvements nor tenant allowance improvement monies from Landlord, except as set forth in the ROFO Notice or otherwise agreed to by the partiessubsections 4.01(M) and 4.01(N) hereof.

Tenant’s Right of First Offer. 61.01 Upon and subject to all the terms and conditions set forth in this Article 61, Landlord hereby grants to Tenant a right of first offer (“ROFO”the "Right of First Offer") Optioncovering that office space located upon the seventeenth (17th) floor of the Building, consisting of approximately 3,000 square feet of rentable area and which is depicted on Exhibit A-2 attached hereto (the "Offer Space"). The Right of First Offer shall be on the following terms and conditions: (a) If Landlord shall desire to lease all or any portion of the Offer Space, as evidenced by the initiation of formal negotiations with or the issuance of a proposal to a third party by or on behalf of Landlord covering any portion of the Offer Space, or Landlord's acceptance of a proposal from a third party which will have an anticipated occupancy date occurring within the first thirty-six (36) months of the Term of this Lease, Landlord shall first offer to lease such part of the Offer Space (the "Designated Offer Space") to Tenant, by giving written notice to Tenant. Such notice shall specify the date on which the Designated Offer Space is expected to be available for Tenant's lease (the "Scheduled Designated Offer Space Commencement Date"). Within seven (7) days after Landlord gives Tenant such notice, Tenant shall, by written notice to Landlord (the "Offer Notice"), elect or decline to exercise it Right of First Offer. If Tenant fails to deliver the Offer Notice to Landlord within such period of seven (7) days, Tenant shall be deemed to have declined to exercise its Right of First Offer. If Tenant declines or is deemed to have declined to exercise its Right of First Offer, Landlord thereafter shall have the right to lease such Designated Offer Space to any party upon such terms and conditions and for such period or successive period of time as Landlord, in its sole discretion, shall determine. Notwithstanding the aboveforegoing, Tenant shall have no right to exercise the Right of First Offer (and, at Landlord's option, any previous exercise of the Right of First Offer shall be null and subject void) if at the time Tenant first attempts to exercise the Right of First Offer, or at any time thereafter until the Designated Offer Space has been added to the currently existing option Leased Premises, Tenant is in default under this Lease. The Right of First Offer shall be subject and subordinate to any renewal, expansion and/or similar rights granted to any tenant of other tenants (and/or their successors) in the Building as of prior to the date of this LeaseLease or granted to any tenant leasing any Designated Offer Space after the Tenant declines or is deemed to have declined to exercise its Right of First Offer. The Right of First Offer shall terminate in any event, upon the last day of the thirty-sixth (36th) month of the Term. (b) In the event Tenant exercises the Right of First Offer, Tenant shall be granted a one-time (as to each suite) right-of-first-offer option throughout the Lease Term as to any available space in Suites 110 and 210 of the Building (“ROFO Space”), which is returned deliver to Landlord after any existing leases affecting the Property are terminated including Tenant's proposed layout plans and specifications for such Designated Offer Space (the waiver or completion of any extensions or renewals with such third party tenants. 22.1.1 The option rights of Tenant under this Article 22 of the Lease are granted solely and exclusively for Tenant’s personal benefit and may not be transferred by Tenant without Landlord’s prior consent other than as part of a Voluntary Permitted Transfer. 22.1.2 The option rights of Tenant under this Article 22 of the Lease may not be exercised at any time in which Tenant is in material default of the terms, conditions and provisions of the Lease beyond any applicable cure period. 22.1.3 Prior to negotiations with any person or entity other than Tenant for any ROFO Space, Landlord will provide Tenant with a written notice (“ROFO NoticeDOS Layout Plans”) specifying the amount of space which will be available, the date of availability of such ROFO Space, and the amount of Base Monthly Rent which the Landlord is willing to accept. After its receipt of the ROFO Notice, Tenant will have five within ten (510) business days to notify Landlord in writing that it wishes to lease all after delivery of the ROFO SpaceOffer Notice. After The DOS Layout Plans shall provide for a level of improvements comparable to the level of the Landlord’s Work, shall provide for the use of a reasonable quantity of Building standard materials and finishes, and shall be subject to Landlord’s approval. Upon the Offer Notice being given and within such time as Landlord reasonably determines is necessary to complete such Designated Offer Space for occupancy, Landlord shall cause such Designated Offer Space to be improved and completed in a manner consistent with the approved DOS Layout Plans (the "Designated Offer Space Improvements"). Landlord and Tenant acknowledge that Tenant will continue to occupy the Leased Premises during construction of the Designated Offer Space Improvements and Tenant confirms its understanding that completion of the Designated Offer Space Improvements may result in noise, vibration, dirt, dust and other circumstances necessarily arising from such construction. Landlord shall have no liability (and Tenant shall not be entitled to claim damages or any actual or constructive eviction, or right of offset or reduction in its rent or other monetary obligations) as a consequence of any disruption or interference with Tenant’s use of the Leased Premises or conduct of its business throughout the completion of such construction. The "Commencement Date" with respect to the Designated Offer Space ("Designated Offer Space Commencement Date") shall be deemed to be that date which is the later of the Scheduled Designated Offer Space Commencement Date or the first business day after the substantial completion of the Designated Offer Space Improvements. (c) Landlord shall afford Tenant and its employees and agents (each herein referred to as a "Tenant Party" and collectively the "Tenant Parties") access to the Designed Offer Space at reasonable times prior to the occupancy of the Designed Offer Space only in the presence of a representative of the Landlord, and at Tenant's sole risk and expense, for the purposes of inspecting and verifying Landlord's performance of the Designed Offer Space Improvements. Tenant shall advise Landlord promptly of any objection to the construction of the Designed Offer Space Improvements. Within fifteen (15) days after the Designed Offer Space Improvements are completed, Landlord and Tenant shall prepare a mutually agreed upon list ("DOS Punch List") of items of the Designed Offer Space Improvements that need to be corrected or repaired. Landlord agrees to cause the items set forth in the DOS Punch List to be corrected or repaired within thirty (30) days after the date the DOS Punch List is prepared. As used in this subsection 61.01(c), "DOS Punch List" items means minor details of negotiations, should Tenant decline to execute a lease construction or decoration that do not interfere with Tenant's use and enjoyment of the ROFO Desiganted Offer Space. (d) The Designated Offer Space shall be added to the Leased Premises, for all purposes, as of the Designated Offer Space Commencement Date for the balance of the Term of this Lease and subject to and upon the following economic terms and all of the other terms, covenants and conditions of this Lease, except that: (i) in the event the Designated Offer Space Commencement Date occurs during the first nine (9) months of the Term of this Lease, Base Rent for the Designated Offer Space shall be at the same rate payable by Tenant for the Leased Premises on a per rentable square foot basis. For example purposes, if Tenant delivers its Offer Notice to Landlord on January 1, 2007 concerning the Designated Offer Space consisting of 3,000 square feet of rentable area with a Designated Offer Space Commencement Date of the first day of the seventh (7th) month of the Term, the annual Base Rent for such Designated Offer Space shall be (w) $58,500.00 during the seventh (7th) through the twelfth (12th) month of the Term (based on a rate of $19.50 per r.s.f. per annum); (x) $61,500.00 during the thirteenth (13th) through the thirty-sixth (36th) month of the Term (based on a rate of $20.50 per r.s.f. per annum), (y) $66,000.00 during the thirty-seventh (37th) through the forty-eighth (48th) month of the Term (based on a rate of $22.00 per r.s.f. per annum), and (z) $67,500.00 during the forty-ninth (49th) through the sixty-third (63rd) month of the Term (based on a rate of $22.50 per r.s.f. per annum). (ii) in the event the Designated Offer Space Commencement Date occurs after the expiration of the ninth (9th) month of the Term of this Lease, the Base rent shall be at the “Designated Offer Space Fair Market Rental Rate” or “DOS FMRR” as defined in subsection 61.01(e) below. (iii) Landlord shall make available to Tenant and Tenant shall have the non-assignable option to rent from Operator (hereinafter defined) one (1) unreserved parking space located within the Parking Garage (hereinafter defined) for every 1,000 square feet of rentable area contained in the Designated Offer Space at the monthly rate posted from time to time by the Operator and otherwise subject to the terms of the Parking Agreement attached hereto as Exhibit D (the “Parking Agreement”). Tenant must exercise its option to rent any additional parking spaces within thirty (30) days after the Designated Offer Space Commencement Date. (iv) Tenant's Proportionate Share shall be free to lease the ROFO Space increased to a third party; on terms and conditions new percentage, calculated in accordance with such third party that are within five percent (5%) of the Base Monthly Rent set forth in the ROFO Notice delivered to Tenant. 22.1.4 In the event Tenant exercises its ROFO option rights under the provisions of this Article 22 the Lease by increasing the rentable area of the Lease, Tenant agrees that all Leased Premises by the number of square feet comprising the rentable area of such Designated Offer Space. Tenant's obligation to pay Base Rent and the additional rent calculated pursuant to the Lease for the Designated Offer Space shall commence on the Designated Offer Space Commencement Date. Upon addition of the ROFO Designated Offer Space will to the Leased Premises, the Lease shall be taken “AS IS” with no improvements nor tenant allowance improvement monies from Landlord, except as deemed modified in the manner set forth in above without the ROFO Notice necessity of any further agreement or otherwise agreed document; provided, however, Landlord and Tenant agree to execute, acknowledge and deliver an instrument evidencing such modification of the Lease to be prepared by the partiesLandlord.

Tenant’s Right of First Offer. 56.1 As used herein, (a) “ROFO3200 Bridge Offer Space” means any space in the building in the Project known as 0000 Xxxxxx Xxxxxxx (the “3200 Bridge Building”), (b) “First Floor Offer Space” means any space on the first floor of the Building that is not part of the Premises, and (c) “Offer Space” means, collectively, the 3200 Bridge Offer Space and the First Floor Offer Space. During the initial Term, Landlord shall provide Tenant with written notice (the “Availability Notice”) Optionfrom time to time when Landlord determines that the particular Offer Space (the “Specific Offer Space”) will become Available (as defined below) and Landlord then intends to market the Specific Offer Space for lease to third parties. Notwithstanding Landlord shall endeavor to provide the above, and subject Availability Notice to Tenant on the currently existing option rights of other tenants (and/or their successors) in the Building as later of the date of this Lease, Tenant shall be granted a one-time (as to each suite) right-of-first-offer option throughout the Lease Term as to any available space in Suites 110 and 210 of the Building (“ROFO Space”), which that is returned to Landlord after any existing leases affecting the Property are terminated including the waiver or completion of any extensions or renewals with such third party tenants. 22.1.1 The option rights of Tenant under this Article 22 of the Lease are granted solely and exclusively for Tenant’s personal benefit and may not be transferred by Tenant without Landlord’s prior consent other than as part of a Voluntary Permitted Transfer. 22.1.2 The option rights of Tenant under this Article 22 of the Lease may not be exercised at any time in which Tenant is in material default of the terms, conditions and provisions of the Lease beyond any applicable cure period. 22.1.3 Prior to negotiations with any person or entity other than Tenant for any ROFO Space, Landlord will provide Tenant with a written notice (“ROFO Notice”) specifying the amount of space which will be available, the date of availability of such ROFO Space, and the amount of Base Monthly Rent which the Landlord is willing to accept. After its receipt of the ROFO Notice, Tenant will have five (5) business days to notify Landlord in writing that it wishes to lease all of the ROFO Space. After thirty (30) days of negotiationsafter the date on which Landlord determines that the Specific Offer Space will become Available or the date that is one hundred eighty (180) days before the Specific Offer Space will be Available, should Tenant decline but not later than the date first markets the Specific Offer Space for lease to execute a lease third parties. As used herein, “Available” means that the space (i) is not part of the ROFO SpacePremises, Landlord shall be free to lease the ROFO Space (ii) is not then subject to a third party; on terms lease, (iii) is not then subject to any Superior Rights (as defined below) unless such Superior Rights lapse without being timely exercised or are waived, and conditions with such third party that are within five percent (5%iv) is not then subject to any lease extension negotiations between Landlord and an existing tenant of the Base Monthly Rent set forth Specific Offer Space. As used herein, the term “Superior Rights” means all rights of Shutterfly, Inc., (or its successors or assigns) with respect to the 3200 Bridge Offer Space under its lease existing as of the date hereof and of tenants under leases of the First Floor Offer Space entered into by Landlord after the date of this Lease in accordance with the ROFO Notice delivered to Tenant. 22.1.4 In the event Tenant exercises its ROFO option rights under the provisions terms of this Article 22 56, each including any renewal, extension, expansion, first offer, first negotiation and other similar rights, regardless of the Lease, Tenant agrees that all of the ROFO Space will be taken “AS IS” whether such rights are executed strictly in accordance with no improvements nor tenant allowance improvement monies from Landlord, except as set forth in the ROFO Notice their respective terms or otherwise agreed pursuant to by the partieslease amendments or new leases.

Tenant’s Right of First Offer. Provided that (“ROFO”a) Option. Notwithstanding Tenant is not then in default under any of the aboveterms, covenants or conditions of this Lease on Tenant's part to be observed or performed beyond applicable notice and cure periods and (b) the original named Tenant of this Lease (i.e., Immunomedics, Inc.) or any assignee or subtenant for which Landlord's consent was not required under the terms of this Lease, in contradistinction to any other subtenants or other occupants, shall then be leasing the entire Demised Premises then Tenant shall have the one-time right (sometimes referred to herein as "Tenant's First Offer Right"), subject to the currently existing option rights provisions of other tenants (and/or their successors) this Lease, exercisable in accordance with the provisions of Section 29.2, to lease the entirety of the first space in the Building which is contiguous to the Demised Premises (such space, the "Additional Space"), which becomes "available for leasing" during the Lease Term. No Additional Space shall be deemed "available for leasing" if(a) the then tenant of the Additional Space or any assignee, successor, subtenant or other occupant holding through or under such tenant, shall enter into (i) any Lease with Landlord extending the letting Lease affecting the Additional Space or (ii) any new lease with Landlord affecting the Additional Space, or (b) any other tenant of the Building or any assignee or successor of such other tenant shall have or shall exercise any contractual option or right which it has as of the date of this LeaseLease to lease the Additional Space (whether the Additional Space in question is specifically referred to in any such contractual option or right or Landlord must utilize such Additional Space in question in order to satisfy such contractual option or right). Without limiting the foregoing, Tenant shall be granted so long as a one-time (as to each suite) right-of-first-offer option throughout the Lease Term as to any available space in Suites 110 and 210 tenant or other occupant leases or occupies a portion of the Building (“ROFO Space”), which is returned to Landlord after any existing leases affecting the Property are terminated including the waiver or completion of any extensions or renewals with such third party tenants. 22.1.1 The option rights of Tenant under this Article 22 of the Lease are granted solely and exclusively for Tenant’s personal benefit and may not be transferred by Tenant without Landlord’s prior consent other than as part of a Voluntary Permitted Transfer. 22.1.2 The option rights of Tenant under this Article 22 of the Lease may not be exercised at any time in which Tenant is in material default of the terms, conditions and provisions of the Lease beyond any applicable cure period. 22.1.3 Prior to negotiations with any person or entity other than Tenant for any ROFO Space, Landlord will provide Tenant with a written notice (“ROFO Notice”) specifying the amount of space which will be available, the date of availability of such ROFO Space, and the amount of Base Monthly Rent which the Landlord is willing to accept. After its receipt of the ROFO Notice, Tenant will have five (5) business days to notify Landlord in writing that it wishes to lease all of the ROFO Space. After thirty (30) days of negotiations, should Tenant decline to execute a lease of the ROFO Additional Space, Landlord shall be free to lease the ROFO Space extend any such tenancy or occupancy, whether or not pursuant to a third party; on terms lease or other Lease, and conditions with such third party that are within five percent (5%) of space shall not be deemed to be available for leasing. Notwithstanding the Base Monthly Rent set forth in the ROFO Notice delivered to Tenant. 22.1.4 In the event Tenant exercises its ROFO option rights under the foregoing provisions of this Article 22 of the LeaseSection 29.1, Tenant agrees that all of shall not have the ROFO right to lease any Additional Space will be taken “AS IS” with no improvements nor tenant allowance improvement monies from Landlordpursuant to Tenant's First Offer Right which becomes available for leasing if, except the Expected Vacancy Date (as defined in Section 29.2A) as set forth in Landlord's Availability Notice (as defined in Section 29.2A) is later than the ROFO date two (2) years immediately preceding the then current Expiration Date of the Lease unless Tenant simultaneously with its giving of Tenant's First Offer Notice or otherwise agreed to by the partiesexercises its Renewal Option (as defined in Section 30.1).

Tenant’s Right of First Offer. If (“ROFO”i) Option. Notwithstanding there is then no Material Event of Default, (ii) this Lease is otherwise in full force and effect, (iii) Tenant named herein (or an Affiliate of that Tenant) is the above, tenant under this Lease and subject to the currently existing option rights of other tenants (and/or their successors) is occupying not less than 300,000 rentable square feet in the Building as of the date of (not recaptured by Owner pursuant to this Lease and disregarding any Major Sublease referred to in Section 30.4), (iv) Tenant’s right under this Article has not been terminated pursuant to any express provision set forth in this Lease, and (v) on the estimated date of substantial completion of construction under this Section (as reasonably determined by Owner’s construction manager or general contractor), the remaining Term shall be 10 years or more (including the extended term if Tenant has then duly exercised, or simultaneously with Tenant’s exercise of Tenant’s right under this Section duly exercises, Tenant’s right to extend the Term as provided in this Lease), if at any time during the Term Owner desires to lease all or any part of any office space erected or to be erected by Owner on any property owned or controlled by Owner within the Square Block (collectively, the “Leased Property”) to an unrelated third party, Owner shall give notice thereof to Tenant, which notice shall include an offer by Owner to Tenant for Tenant to lease the Leased Property at the rent and other terms set forth in Owner’s notice, and otherwise on the terms of this Lease (including, without limitation, the Fixed Expiration Date). Tenant shall have the right, to be granted a one-exercised by Tenant’s notice to Owner within 60 days following receipt of Owner’s notice (time (as to each suite) right-of-first-offer option throughout the Lease Term as to any available space in Suites 110 and 210 being of the Building (“ROFO Space”essence), which is returned to Landlord after any existing leases affecting lease the Property are terminated including the waiver or completion of any extensions or renewals with such third party tenants. 22.1.1 The option rights of Tenant Leased Property. Tenant’s right under this Article 22 shall not apply to the use, leasing or development of the Lease are granted solely any portion of said property for any purpose other than offices, and exclusively for if Owner shall desire to do so Tenant shall not have any right with respect thereto pursuant to this Article, and Tenant’s personal benefit and may not be transferred by Tenant without Landlord’s prior consent other than as part of a Voluntary Permitted Transfer. 22.1.2 The option rights of Tenant under this Article 22 of the Lease may not be exercised at any time in which Tenant is in material default of the terms, conditions and provisions of the Lease beyond any applicable cure period. 22.1.3 Prior to negotiations with any person or entity other than Tenant for any ROFO Space, Landlord will provide Tenant with a written notice (“ROFO Notice”) specifying the amount of space which will be available, the date of availability of such ROFO Space, and the amount of Base Monthly Rent which the Landlord is willing to accept. After its receipt of the ROFO Notice, Tenant will have five (5) business days to notify Landlord in writing that it wishes to lease all of the ROFO Space. After thirty (30) days of negotiations, should Tenant decline to execute a lease of the ROFO Space, Landlord shall be free to lease the ROFO Space to a third party; on terms and conditions with such third party that are within five percent (5%) of the Base Monthly Rent set forth in the ROFO Notice delivered to Tenant. 22.1.4 In the event Tenant exercises its ROFO option rights under the provisions Article 32 shall not apply to that portion of this Article 22 of the Lease, Tenant agrees that all of the ROFO Space will be taken “AS IS” with no improvements nor tenant allowance improvement monies from Landlord, except as set forth in the ROFO Notice or otherwise agreed to by the partiessaid property.

Tenant’s Right of First Offer. (i) If (i) Tenant shall not have assigned this Lease (other than pursuant to Paragraph 21(C)), (ii) Tenant shall not have subleased more than 25% of the Premises for all or substantially all of the remaining term (excluding subleases pursuant to Paragraph 21(C)), (iii) neither Tenant’s First Renewal Option nor Tenant’s Second Renewal Option shall have lapsed without exercise, and (iv) neither this Lease nor Tenant’s right of possession of the Premises shall have been terminated and this Lease shall then be in full force and effect, then Landlord shall not lease any space on or below the 23rd floor of the Building (including by way of renewal, extension or expansion) to any person other than: (a) the initial lease of such space; and (b) except with respect to any or all Senior ROFO Space, any renewal or extension of the initial lease of such space effected pursuant to the exercise of a renewal or extension right or option provided for in such initial lease as originally entered into (it being understood that with respect to any or all Senior ROFO Space any such renewal or extension right or option shall be subordinate to Tenant’s rights under this Paragraph 35(E)); (2) (a) any lease of such space effected pursuant to Paragraph 35(E)(vi); and (b) except with respect to any or all Senior ROFO Space, any renewal or extension of such lease of such space effected pursuant to the exercise of a renewal or extension right or option provided for in such lease as originally entered into (it being understood that with respect to any or all Senior ROFO Space any such renewal or extension right or option shall be subordinate to Tenant’s rights under this Paragraph 35(E)); (3) any Permitted Expansion of any lease entered into pursuant to subparagraphs 1 or 2 above; (4) except with respect to any or all Senior ROFO Space, any lease of such space effected pursuant to the exercise by the tenant thereunder of any expansion right or option (which phrase, as used in this Paragraph 35(E), shall include any firm option, right of refusal or right of offer) set forth in the Hyatt Lease or in the Xxxxx Xxxxx Lease (“ROFOPermitted Superior Expansion Rights”) Option. Notwithstanding (it being understood that (1) with respect to any or all Senior ROFO Space any such expansion right or option shall be subordinate to Tenant’s rights under this Paragraph 35(E) and (2) except for the Permitted Superior Expansion Rights and the Permitted Expansions referred to in Paragraph 35(E)(i)(3) above, all expansion rights and subject options now or hereafter granted to any person shall be subordinate to Tenant’s rights under this Paragraph 35(E)); (a) any lease for a term commencing after the currently existing option rights of other tenants (and/or their successors) in the Building as 22nd anniversary of the date Rent Commencement Date; or (b) any lease entered into after the lapse without exercise of the First Renewal Option or after the lapse without exercise of the Second Renewal Option; (6) any lease of the Fitness Center or the Cafeteria to any operator, licensee or concessionaire thereof; (7) any lease on the ground floor lobby level of the Building; and (8) any lease of premises to Tenant. Landlord represents and warrants to Tenant that attached hereto as Exhibit PSER is a true and complete copy of provisions of the Xxxxx Xxxxx Lease and the Hyatt Lease containing the Permitted Superior Expansion Rights, excluding the portion of such provisions setting forth the rent payable thereunder. For all purposes of this Lease, if, pursuant to Paragraph 35(F) or Paragraph 35(G), Tenant shall be granted a one-time (as to each suite) right-of-first-offer option throughout rescind the Lease Term as to any available space in Suites 110 and 210 exercise of the Building (“ROFO Space”)First Renewal Option or the Second Renewal Option, which is returned to Landlord after any existing leases affecting then the Property are terminated including First Renewal Option or the waiver or completion of any extensions or renewals with such third party tenants. 22.1.1 The option rights of Tenant under this Article 22 of Second Renewal Option, as the Lease are granted solely and exclusively for Tenant’s personal benefit and case may not be transferred by Tenant without Landlord’s prior consent other than as part of a Voluntary Permitted Transfer. 22.1.2 The option rights of Tenant under this Article 22 of the Lease may not be exercised at any time in which Tenant is in material default of the termsbe, conditions and provisions of the Lease beyond any applicable cure period. 22.1.3 Prior to negotiations with any person or entity other than Tenant for any ROFO Space, Landlord will provide Tenant with a written notice (“ROFO Notice”) specifying the amount of space which will be available, the date of availability of such ROFO Space, and the amount of Base Monthly Rent which the Landlord is willing to accept. After its receipt of the ROFO Notice, Tenant will have five (5) business days to notify Landlord in writing that it wishes to lease all of the ROFO Space. After thirty (30) days of negotiations, should Tenant decline to execute a lease of the ROFO Space, Landlord shall be free deemed to lease the ROFO Space to a third party; on terms and conditions with such third party that are within five percent (5%) of the Base Monthly Rent set forth in the ROFO Notice delivered to Tenanthave lapsed without exercise. 22.1.4 In the event Tenant exercises its ROFO option rights under the provisions of this Article 22 of the Lease, Tenant agrees that all of the ROFO Space will be taken “AS IS” with no improvements nor tenant allowance improvement monies from Landlord, except as set forth in the ROFO Notice or otherwise agreed to by the parties.

Tenant’s Right of First Offer. (Subject to any prior third party rights, the Tenant, provided it is in occupancy of the whole of the Leased Premises and is not in default under the terms of the Lease, shall have an ongoing right of first offer until September 30, 2011 with respect to any space which becomes available for lease on the second floor and/or the fourth floor of 0000 Xxxxxxx Xxxxxx individually and collectively the “ROFOAdditional Premises”) Option. Notwithstanding on the above, terms and subject to the currently existing option rights of other tenants (and/or their successors) conditions and in the Building manner as of follows: (a) Upon the date of this LeaseAdditional Premises becoming available for lease, Tenant shall be granted a one-time (as to each suite) right-of-first-offer option throughout the Lease Term as to any available space in Suites 110 and 210 of the Building (“ROFO Space”), which is returned to Landlord after any existing leases affecting the Property are terminated including the waiver or completion of any extensions or renewals with such third party tenants. 22.1.1 The option rights of Tenant under this Article 22 of the Lease are granted solely and exclusively for Tenant’s personal benefit and may not be transferred by Tenant without Landlord’s prior consent other than as part of a Voluntary Permitted Transfer. 22.1.2 The option rights of Tenant under this Article 22 of the Lease may not be exercised at any time in which Tenant is in material default of the terms, conditions and provisions of the Lease beyond any applicable cure period. 22.1.3 Prior to negotiations with any person or entity other than Tenant for any ROFO Space, Landlord will provide Tenant with a written notice to advise the Tenant of the same, such notice to identify the premises in question; (“ROFO Notice”b) specifying the amount of space which will be available, the date of availability of such ROFO Space, and the amount of Base Monthly Rent which the Landlord is willing to accept. After its Upon receipt of the ROFO Notice, Landlord’s written notice as set out above the Tenant will shall have five (5) business days to notify submit to the Landlord in writing that it wishes an offer to lease all (the “Offer”) with respect to the Additional Premises, such Offer to contain the terms under which the Tenant would be prepared to lease the Additional Premises from the Landlord including, without limitation, the basic rent payable and the term. (c) Upon receipt of the ROFO Space. After thirty Offer, the Landlord shall have five (305) business days of negotiationsto accept the same, should and if the Landlord does so accept the Offer there will be a binding agreement to lease the Additional Premises between the Landlord and the Tenant decline on the terms set out in the Offer. (d) Should the Tenant fail to execute a lease of submit an Offer to the ROFO SpaceLandlord, or if the Landlord does not accept the Offer, the Landlord shall be free entitled to lease the ROFO Space Additional Premises to third parties on terms no less favourable to the Landlord. Notwithstanding the foregoing, if the Landlord is unable to lease the Additional Premises to a third party; party on terms and conditions with such not less favourable to the Landlord to those contained in the Offer within six (6) months of the date of the Offer, the Landlord will not lease the Additional .Premises to any third party that are within five percent without first again giving the Tenant the opportunity to submit an Offer with respect to the same pursuant to this provision. (5%e) For greater certainty, in the event the Landlord leases the Additional Premises to a third party pursuant to (d), above, the Tenant will again have a right of first offer to lease the Additional Premises when the same next become vacant and available for lease. The provisions hereof shall not apply to any portion of the Base Monthly Rent set forth Additional Premises in connection with which it is the ROFO Notice delivered intention of the Landlord to lease the same to subsidiaries or associated companies or entities of the Landlord or its property or asset managers, or any portion of the Additional Premises in respect of which the Landlord temporarily or permanently relocates an existing tenant of the development for bona fide business reasons not initiated for the purpose of defeating the Tenant’s rights hereunder.”. 22.1.4 In the event (ii) Deleting paragraph 6 in its entirety. The Tenant exercises its ROFO option rights under the provisions of this Article 22 of the Lease, Tenant acknowledges and agrees that all there is no option to extend the Term beyond November 30, 2013. (iii) The following shall be added to and form part of Schedule “D” to the ROFO Space will be taken “AS IS” with no improvements nor tenant allowance improvement monies from Landlord, except Lease as set forth in the ROFO Notice or otherwise agreed to by the parties.paragraphs 17 and 18: