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. (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"). (B) If Tenant wishes to exercise Tenant's right of offer, Tenant shall do so, if at all, by giving Landlord notice within fifteen (15) business days after receipt of Landlord's Offer Notice, time being of the essence, (i) of Tenant's desire to lease such space on the terms set forth in Landlord's Offer Notice or (ii) requesting a broker determination of the "Prevailing Market Rent" and other business terms and conditions for such space (the "First Offer Space Broker Determination"), to be made in the manner set forth in Exhibit F. (C) If Tenant timely shall give the notice specified in subsection (B)(i) hereinabove, the same shall constitute an agreement to enter into an amendment to this Lease to incorporate such space into the Premises within twenty (20) days thereafter, upon all of the same terms and conditions contained in this Lease, except for the provisions of this Section 2.1.2, the Annual Fixed Rent and other business terms and conditions for such space (which shall be the First Offer Space Terms and Conditions as quoted by Landlord) and those provisions which are inconsistent with the terms of Landlord's Offer Notice. If Tenant timely shall have given the notice specified in subsection (B) (ii) above requesting the First Offer Space Broker Determination, then in order to exercise its right of first offer, Tenant, within fifteen (15) business days after receipt of the First Offer Space Broker Determination, shall give written notice to Landlord of Tenant's exercise of its right of offer pursuant to this Section, in which case the Annual Fixed Rent and other business terms and conditions for such space shall be as determined by the First Offer Space Broker Determination. Upon the giving of notice by Tenant within said fifteen (15) day period as provided in this subsection then the same shall constitute an agreement to enter into an amendment to this Lease to incorporate such space into the Premises within twenty (20) days thereafter upon all the same terms, conditions, covenants and agreements contained in this Lease, except for the provisions of this Section 2.1.2, the Annual Fixed Rent and other business terms and conditions for such space which shall be determined as described in this subsection and those provisions which are consistent with the terms of Landlord's Offer Notice. (D) If Tenant shall not so exercise such right to lease such space within the periods specified in subsections (B) or (C) above, as applicable, time being of the essence in respect of such exercise, Tenant shall have no further right of offer hereunder with respect to that portion of the First Offer Space then being offered for lease (it being understood that Tenant's right of first offer shall be a one time right only) and Landlord shall be free to enter into a lease or leases of such space with another prospective tenant or tenants upon such terms and conditions as Landlord shall determine, which terms may include rights for options to extend the term or to expand the size of the premises under such lease or leases; provided, however, that if following the date of Landlord's Offer Notice, Landlord proposes to lease the applicable portion of the First Offer Space at a rental rate that is equal to or less than ninety-five percent (95%) of the rental rate set forth in Landlord's Offer Notice, the terms of this Section 2.1.2 shall continue to apply to such portion of the First Offer Space. (E) If Tenant shall exercise any such right of first offer and if, thereafter, the then occupant of the premises with respect to which Tenant shall have so exercised such right wrongfully fails to deliver possession of such premises at the time when its tenancy is scheduled to expire, commencement of the term of Tenant's occupancy and lease of such additional space shall, in the event of such holding over by such occupant, be deferred until possession of the additional space is delivered to Tenant and no rent shall be due on such additional space until the same is delivered to Tenant. The failure of the then occupant of such premises to so vacate, shall not give Tenant any right to terminate this Lease or to deduct from, offset against or withhold Annual Fixed Rent or additional rent or other charges payable under this Lease or any portions thereof. Notwithstanding the foregoing, Tenant shall have the right to rescind its exercise of its right of first offer hereunder in the event that Landlord shall fail to deliver the applicable portion of the First Offer Space within six (6) months from the delivery date set forth in Landlord's Offer Notice, which such rescission shall be set forth in a notice given by Tenant to Landlord no later than fifteen (15) days from the expiration of the aforesaid six-month period. (F) It is understood and agreed that Tenant's rights as set forth in this Section 2.1.2 shall be independent of its rights as set forth in Section 2.1.1 above, such that Tenant shall have the right to lease the First Offer Space regardless of whether or not it has exercised its rights to lease Expansion Premises A and/or Expansion Premises B.

Tenant’s Right of First Offer. (a) As used herein: "Available" means, as to any space, that such space is vacant and free of any present or future possessory right now or hereafter existing in favor of any third party; provided, that (i) until the end of the Offer Period, Landlord shall not grant to any third party a right of renewal with respect to any Offer Space (other than (A) As any rights of renewal in favor of Warner Communications Inc. or any Affiliate of Warner Communications Inc. or (B) any rights of renewal granted in connection with a new leasing of any Offer Space to another tenant), or any right of offer, right of first refusal or expansion right with respect to any Offer Space which is prior in right to Tenant's right of first offer set forth in this Section 1.06 (other than any expansion obligation on the part of Warner Communications Inc., or any Affiliate of Warner Communications Inc.; provided, that such expansion obligation either exists on the date hereof, (i)the entire third floor space of this Lease or is set forth in a written agreement between Landlord and such party entered into on or before the Building as shown on Exhibit E-1 (the "Allegiance Space") is leased to Allegiance Telecom Company Worldwide ("Allegiance") and (ii) the portion 1st anniversary 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), (ii) any Offer Space which is subleased to Landlord by another tenant by virtue of a provision in such tenant's lease similar to Landlord's right of first offer set forth in Section 5.02 shall be deemed to be Available for the term of such sublease, (iii) any space which is vacant on the date of this Lease shall not be deemed Available unless and until such space is first leased to another tenant and then again becomes Available and (iv) following the vacating of the 23rd floor of the Building by the tenants occupying such floor on the date of this Lease, Landlord shall have the right to lease such floor to any third party that also leases from Landlord at least the 24th and 25th floors of the Building, and the 23rd floor of the Building shall not be deemed to be Available unless and until the same becomes Available after the leasing thereof to any such third party. If any third party has a right to renew or extend a lease of any Offer Space, whether granted before or after the date of this Lease, nothing contained herein shall be construed to prohibit Landlord (without first offering such space to Tenant hereunder) from renewing or extending such party's lease on terms other than as set forth in such party's lease, so long as such renewal or extension is for a period of time not longer than that contemplated in such party's lease. Landlord shall promptly notify Tenant of any expansion agreement between Landlord and Warner Communications Inc. or any Affiliate of Warner Communications Inc. which contains an expansion obligation on such party's part with respect to any Offer Space and which is entered into on or before the 1st anniversary of the date of this Lease, which notice shall specify the Offer Space affected by such expansion obligation and the commencement date and expiration date of such party's leasing of such space. "Offer Period" means the period commencing on the Block A Relevant Date to and including the date that is 18 months prior to the last day of the initial Term of this Lease; provided, that if Tenant shall exercise the Renewal Option, then upon the giving of the Renewal Notice the Offer Period shall be extended until (and including) the date that is 3 years prior to the Expiration Date. "Offer Space" means any space on the 7th, 8th, 9th, 10th and 23rd floors of the Building. Landlord and Tenant confirm that each floor constituting Offer Space is conclusively deemed to contain the number of rentable square feet specified therefor on Exhibit H annexed hereto.