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

Tenant’s Right of First Offer. (A) As of the date hereof, (i)the entire third floor space in the Building as shown on Exhibit E-1 (the "Allegiance Space") is leased to Allegiance Telecom Company Worldwide ("Allegiance") and (ii) the portion of the first floor space in the Building as shown on Exhibit E-2 (the "Authentica Space") is leased to Authentica, Inc.,("Authentica"). The Allegiance Space and the Authentica Space are hereinafter sometimes collectively called the "Offering Space." The existing lease to Allegiance and the terms thereof including, but not limited to, the original term thereof, options to extend the term thereof, rights of the first offer, rights of the first refusal, and any other types of expansion options and rights and any amendments thereto is hereinafter called the "Allegiance Lease." The existing lease to Authentica and the terms thereof including, but not limited to, the original term thereof, options to extend the term thereof, rights of first offer, rights of first refusal, any other types of expansion options and rights and amendments thereto is hereinafter called the "Authentica Lease." Each of Allegiance (and its successors and assigns) and Authentica (and its successors and assigns) is hereinafter individually referred to as an "Existing Tenant" as the context admits and Allegiance and Authentica and their successors and assigns are hereinafter collectively sometimes called the "Existing Tenants." The Allegiance Lease is sometimes called an "Existing Lease" and the Authentica Lease is sometimes called an Existing Lease and the Authentica Lease is sometimes called an Existing Lease and the Allegiance Lease and the Authentica Lease are hereinafter collectively sometimes called the "Existing Leases." The rights of Tenant under this Section 2.1.1. are hereby made subject and subordinate to the Existing Leases and the rights of the Existing Tenants thereunder, which rights are prior to the rights of Tenant under this Section notwithstanding that amendments to the Existing Leases may be executed subsequent to the date of this Lease.

Tenant’s Right of First Offer. Tenant shall have a right of first offer (A"Right of Offer") As to lease any additional space located on the third level of the date hereof, Building which becomes available during the Term (i)the entire third floor space in the Building as shown on Exhibit E-1 (the "Allegiance Additional Space") is leased to Allegiance Telecom Company Worldwide ("Allegiance") and (ii) the portion of the first floor space in the Building as shown on Exhibit E-2 (the "Authentica Space") is leased to Authentica, Inc.,("Authentica"). The Allegiance Space and the Authentica Space are hereinafter sometimes collectively called the "Offering Space." The existing lease to Allegiance and the terms thereof including, but not limited to, the original term thereof, options to extend the term thereof, rights of the first offer, rights of the first refusal, and any other types of expansion options and rights and any amendments thereto is hereinafter called the "Allegiance Lease." The existing lease to Authentica and the terms thereof including, but not limited to, the original term thereof, options to extend the term thereof, rights of first offer, rights of first refusal, any other types of expansion options and rights and amendments thereto is hereinafter called the "Authentica Lease." Each of Allegiance (and its successors and assigns) and Authentica (and its successors and assigns) is hereinafter individually referred to as an "Existing Tenant" as the context admits and Allegiance and Authentica and their successors and assigns are hereinafter collectively sometimes called the "Existing Tenants." The Allegiance Lease is sometimes called an "Existing Lease" and the Authentica Lease is sometimes called an Existing Lease and the Authentica Lease is sometimes called an Existing Lease and the Allegiance Lease and the Authentica Lease are hereinafter collectively sometimes called the "Existing Leases." The rights of Tenant under this Section 2.1.1. are hereby made subject and subordinate to the Existing Leases and the rights of the Existing Tenants thereunder, which rights are prior to the rights of Tenant under this Section notwithstanding that amendments any other tenants of the Building in effect as of the date hereof pursuant to the Existing Leases may be leases executed subsequent 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 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 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 rate 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 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 third-party tenant, then Tenant's right of first offer with respect to said Additional Space specified in the Notice of Availability shall lapse on that occasion but shall be effective again if the Additional Space again becomes available for leasing later in the Term. All of the terms and conditions of this Lease will apply to any Additional Space leased by Tenant, except as otherwise provided in the Landlord's 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 automatically be extended to be coterminous with the term of the Additional Space (but not to exceed a total of five years when combined with the then-remaining Term) and the 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 (2%) per annum. In any case, if Tenant accepts the Additional Space, the Additional Space shall be added to the Premises by amendment to this Lease which shall include the amendments provided above. If there is more than five (5) years remaining on the Term when Tenant receives the Notice of Availability, Tenant shall have the right to 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 tenant of the Additional 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 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, 2000 and recorded October 20, 2000 in the Xxxxxxxxxx County Recorder of Deeds at Deed Book 335 page 2384 et. seq. SPACE MANAGEMENT SYSTEM™ TENANT AREA CALCULATION WORKSHEET Building Owner (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 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 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) As of the date hereof, the fourth (i)the entire third 4th) floor space in of the Building as shown on Exhibit E-1 (the "Allegiance First Offer Space") is leased currently unoccupied. Landlord shall have the right to Allegiance Telecom Company Worldwide ("Allegiance") market and (ii) the portion of the first floor space in the Building as shown on Exhibit E-2 lease such First Offer Space to third parties (the "Authentica SpaceInitial Tenants") is leased to Authentica, Inc.,("Authentica")in Landlord's sole discretion. The Allegiance Space and the Authentica Space are hereinafter sometimes collectively called the "Offering Space." The existing lease to Allegiance Any such leases and the terms thereof thereof, including, but not limited to, the original term thereofterms, any options to extend the term thereofterms, any expansion rights of the first offer, rights of the first refusal, and any other types of expansion or options and rights and any amendments thereto is are hereinafter called the "Allegiance Lease." The existing lease to Authentica and the terms thereof including, but not limited to, the original term thereof, options to extend the term thereof, rights of first offer, rights of first refusal, any other types of expansion options and rights and amendments thereto is hereinafter called the Initial Leases"Authentica Lease." Each of Allegiance (and its successors and assigns) and Authentica (and its successors and assigns) is hereinafter individually referred to as an "Existing Tenant" as the context admits and Allegiance and Authentica and their successors and assigns are hereinafter collectively sometimes called the "Existing Tenants." The Allegiance Lease is sometimes called an "Existing Lease" and the Authentica Lease is sometimes called an Existing Lease and the Authentica Lease is sometimes called an Existing Lease and the Allegiance Lease and the Authentica Lease are hereinafter collectively sometimes called the "Existing Leases." The rights of Tenant under this Section 2.1.1. are hereby made subject and subordinate Subject to the Existing Initial Leases and the rights of the Existing Initial Tenants thereunder, which rights are prior to the rights offer right of Tenant under this Section 2.1.2 and notwithstanding that amendments to the Existing Initial Leases may be executed by the Initial Tenants subsequent to the date of this Lease, and provided that at the time any portion of the First Offer Space becomes available for leasing (i) there is no "Event of Default" (as defined in Section 7.1), (ii) Tenant has not assigned this Lease or sublet in the aggregate thirty-three percent (33%) or more of the Rentable Floor Area of the Premises (except for an assignment or subletting permitted without Landlord's consent under Section 5.6.1 hereof) and (iii) this Lease is still in full force and effect, Landlord agrees not to enter into a lease or leases to relet any portion of the First Offer Space on or after October 1, 2004 without first giving to Tenant an opportunity to lease such space on the terms and conditions hereinafter provided. If such space becomes so available for reletting, Landlord shall notify Tenant of the availability of such space ("Landlord's Offer Notice") and shall advise Tenant of the annual fair market rent for such space as of the date when the same becomes so available for reletting based upon the use of such space as first class office space and the location of such space in the Building utilizing properties of similar character within the Boston West Suburban Market and other business terms upon which Landlord is willing to lease such space (collectively, the "First Offer Space Terms and Conditions").

Tenant’s Right of First Offer. (A) As Following the expiration of the date hereof, initial lease of the ROFO Space (i)the entire third floor space in the Building as shown on Exhibit E-1 (the "Allegiance Space") is leased to Allegiance Telecom Company Worldwide ("Allegiance"hereinafter defined) and (ii) 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”) to lease the applicable portion of the 8th floor space coming available (“ROFO Space”), provided Tenant has a minimum of three (3) years remaining in the Building as shown on Exhibit E-2 Lease Term (or Tenant exercises a Renewal Option so to have at least three (3) years remaining). Tenant hereby agrees and acknowledges that the "Authentica ROFO Space is currently available for lease and that Tenant’s ROFO shall only apply following the initial leasing of the ROFO Space", the expiration of the initial lease of the ROFO Space to a third party, 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 leased continuing in the performance of the any of the terms of the Lease. When a ROFO Space Vacancy occurs, prior to Authenticamarketing or offering the ROFO Space for lease to a third party, Inc.,("Authentica"Landlord shall give Tenant written notice informing Tenant that it intends to offer the ROFO Space for lease (“ROFO Notice”). The Allegiance Space and ROFO Notice shall include the Authentica Space are hereinafter sometimes collectively called the "Offering Space." The existing lease to Allegiance and the terms thereof including, but not limited to, the original term thereof, options to extend the term thereof, rights applicable portion of the first offerROFO Space being offered for lease, rights of the first refusal, and Landlord’s proposed rental and any other types terms Landlord may wish to propose in connection with the lease of expansion options and rights and any amendments thereto 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 hereinafter called exercised in the "Allegiance Lease." The existing lease first five (5) Lease Years of the initial Lease Term, then the ROFO Space shall be added to Authentica and 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 thereof includingset forth in the ROFO Notice. Notwithstanding the foregoing, but not limited toif Landlord subsequently determines to lease the ROFO Space for the economic equivalent of a lower rent (taking into account any tenant allowances, benefits and credits) than was set forth in the original term thereofROFO Notice, options to extend the term thereof, rights of first offer, rights of first refusal, any other types of expansion options then Landlord will provide Tenant with a second ROFO Notice setting forth such lower rent and rights and amendments thereto is hereinafter called the "Authentica Lease." Each of Allegiance Tenant shall have ten (and its successors and assigns10) and Authentica (and its successors and assigns) is hereinafter individually referred to as an "Existing Tenant" as the context admits and Allegiance and Authentica and their successors and assigns are hereinafter collectively sometimes called the "Existing Tenants." The Allegiance Lease is sometimes called an "Existing Lease" and the Authentica Lease is sometimes called an Existing Lease and the Authentica Lease is sometimes called an Existing Lease and the Allegiance Lease and the Authentica Lease are hereinafter collectively sometimes called the "Existing Leases." The rights of Tenant under this Section 2.1.1. are hereby made subject and subordinate to the Existing Leases and the rights of the Existing Tenants thereunder, which rights are prior to the rights of Tenant under this Section notwithstanding that amendments to the Existing Leases may be executed subsequent to business days following the date of this Leasesuch second ROFO Notice to determine if it wishes to exercise the ROFO and lease the ROFO Space at said lower rent.