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

Tenant’s Right of First Refusal. Provided Tenant is not in default of any of the terms, covenants and conditions of this Lease, Tenant shall have a continuing right-of-first refusal to lease from Landlord all or any portion of that certain area containing 5,061 rentable square feet in the aggregate as shown cross-hatched on Exhibit "E" attached hereto and made a part hereof (the "Expansion Suite"). At any time during the Term, as the same may be renewed or extended, as Landlord shall enter into good faith meaningful negotiations with a third party to lease the Expansion Suite, Landlord shall so notify Tenant. Tenant shall exercise the foregoing right-of-first refusal by delivering written notice thereof to Landlord within five (5) days of Tenant's receipt of Landlord's notice. If such right is exercised by Tenant at any time during the first nine (9) full calendar months of the Term hereof, such Expansion Suite shall be leased for a term running concurrent with the Term hereof, as the same may be renewed or 24 extended, at the same Base Rent, and otherwise on substantially the same terms and conditions (as computed on a per rentable square foot basis) as herein set forth for the Premises, including those conditions pertaining to leasehold improvements. If such right-of-first refusal is exercised after the expiration of the ninth (9th) full calendar month of the Term, the leasing of such Expansion Suite shall be on those commercially standard terms and conditions as are mutually acceptable to Landlord and Tenant. In the event that Tenant exercises the right-of-first refusal granted herein, Landlord and Tenant shall enter into either an amendment to this Lease or a new lease agreement for the Expansion Suite within thirty (30) calendar days of receipt by Landlord of Tenant's notice exercising said right-of-first refusal. In the event Tenant (i) declines to exercise its right as above-provided, (ii) Tenant fails to deliver notice thereof within the five (5) day calendar period, (iii) Tenant fails to execute a lease agreement or an amendment to this Lease for the Expansion Suite within said thirty (30) day period, or (iv) an Event of Default has occurred and shall be continuing hereunder at such time as Tenant shall exercise its right-of-first refusal, then in any of such events, Landlord may lease the Expansion Suite to such third party whereupon Tenant's right-of-first refusal as to the Expansion Suite shall lapse until said space shall again for whatever reason become available for lease.

Tenant’s Right of First Refusal. Provided Tenant is not in default of any of During the terms, covenants and conditions term of this Lease, so long as Tenant shall not be in default, Tenant shall have the right of first refusal with respect to the purchase of the Building containing the Premises (hereinafter called the “Property”). If during the term, Landlord desires to sell the Property and Landlord receives a continuing right-of-purchase offer in writing from a bona fide third party satisfactory to Landlord (the “Purchase Offer”), Landlord shall notify the Tenant, which notice shall make reference to this Lease, and shall also provide to the Tenant an accurate and complete photocopy of the Purchase Offer. Tenant shall then have thirty (30) business days commencing with the next business day following actual receipt of such notice from Landlord within which to exercise its right of first refusal to lease from Landlord all or any portion of that certain area containing 5,061 rentable square feet in purchase the aggregate as shown cross-hatched on Exhibit "E" attached hereto and made a part hereof (Property upon the "Expansion Suite"). At any time during the Term, as the same may be renewed or extended, as Landlord shall enter into good faith meaningful negotiations with a third party to lease the Expansion Suite, Landlord shall so notify Tenant. Tenant shall exercise the foregoing right-of-first refusal by delivering written notice thereof to Landlord within five (5) days of Tenant's receipt of Landlord's notice. If such right is exercised by Tenant at any time during the first nine (9) full calendar months of the Term hereof, such Expansion Suite shall be leased for a term running concurrent with the Term hereof, as the same may be renewed or 24 extended, at the same Base Rent, and otherwise on substantially the same terms and conditions (as computed on a per rentable square foot basis) as herein contained in the Purchase Offer. Notice of the Tenant’s election to exercise its right of first refusal shall be timely if said notice is personally delivered to Landlord at the address set forth for at the Premisesbeginning of this Lease or deposited with the United States Postal Service certified mail, including those conditions pertaining to leasehold improvements. If such right-of-first refusal is exercised after return receipt requested, on or before the expiration of the ninth (9th) full calendar month of the Term, the leasing of such Expansion Suite shall be on those commercially standard terms and conditions as are mutually acceptable to Landlord and Tenant. In the event that Tenant exercises the right-of-first refusal granted herein, Landlord and Tenant shall enter into either an amendment to this Lease or a new lease agreement for the Expansion Suite within thirty (30) calendar days business day period as set forth above. If the Tenant fails to timely exercise its right of receipt by Landlord of Tenant's notice exercising said right-of-first refusal, then Tenant agrees to execute and deliver, upon request of Landlord in connection with the closing of the sale as contemplated in the Purchase Offer, a recordable acknowledgment of the termination of its right of first refusal under this paragraph 19.25. In the event event, however, that Tenant (i) declines fails to exercise its right as above-provided, (ii) Tenant of first refusal and the contemplated sale to the third party pursuant to the Purchase Offer fails to deliver notice thereof within close for any reason by the five (5) day calendar perioddate set for the closing in the Purchase Offer, (iii) Tenant fails then Tenant’s right of first refusal under this paragraph 19.25 shall be and remain in full force and effect to execute a lease agreement or an amendment to the extent of the unexpired term of this Lease and any future purchase offer for the Expansion Suite within said thirty (30) day period, or (iv) an Event of Default has occurred and Property shall be continuing hereunder at subject to such time as Tenant shall exercise its right-of-right of first refusal, then in any of such events, Landlord may lease the Expansion Suite to such third party whereupon Tenant's right-of-first refusal as to the Expansion Suite shall lapse until said space shall again for whatever reason become available for lease.

Tenant’s Right of First Refusal. Provided Tenant If Landlord receives an offer from any person or entity that owns towers or other wireless telecommunications facilities (or is not in default the business of acquiring Landlord’s interest in the Lease) to purchase fee title, an easement, a lease, a license, or any other interest in the Leased Premises, or Xxxxxxxx’s interest in the Lease, or an option for any of the termsforegoing, covenants Landlord shall provide written notice to Tenant of said offer, and conditions of this Lease, Tenant shall have a continuing right-of-right of first refusal to lease from Landlord all or any portion of that certain area containing 5,061 rentable square feet in the aggregate as shown cross-hatched acquire such interest on Exhibit "E" attached hereto and made a part hereof (the "Expansion Suite"). At any time during the Term, as the same may be renewed or extended, as Landlord shall enter into good faith meaningful negotiations with a third party to lease the Expansion Suite, Landlord shall so notify Tenant. Tenant shall exercise the foregoing right-of-first refusal by delivering written notice thereof to Landlord within five (5) days of Tenant's receipt of Landlord's notice. If such right is exercised by Tenant at any time during the first nine (9) full calendar months of the Term hereof, such Expansion Suite shall be leased for a term running concurrent with the Term hereof, as the same may be renewed or 24 extended, at the same Base Rent, and otherwise on substantially the same terms and conditions in the offer, excluding any terms or conditions which are (as computed on a per rentable square foot basisi) as herein set forth for not imposed in good faith or (ii) directly or indirectly designed to defeat or undermine Xxxxxx’s possessory or economic interest in the Leased Premises, including those conditions pertaining to leasehold improvements. If such right-of-first refusal is exercised after Landlord’s notice shall include the expiration of the ninth (9th) full calendar month of the Termprospective buyer’s name, the leasing of such Expansion Suite shall be on those commercially standard purchase price and/or other consideration being offered, the other terms and conditions as are mutually acceptable of the offer, the due diligence period, and the proposed closing date. If the Landlord’s notice shall provide for a due diligence period of less than sixty (60) days, then the due diligence period shall be extended to be sixty (60) days from exercise of the right of first refusal and closing shall occur no earlier than fifteen (15) days thereafter. If Tenant does not exercise its right of first refusal by written notice to Landlord and Tenant. In the event that Tenant exercises the right-of-first refusal granted herein, Landlord and Tenant shall enter into either an amendment to this Lease or a new lease agreement for the Expansion Suite given within thirty (30) calendar days of receipt by days, Landlord of Tenant's notice exercising said right-of-first refusalmay convey the property as described in the Landlord’s notice. In the event If Tenant (i) declines to exercise its right as above-provided, (ii) Tenant fails to deliver notice thereof within the five (5) day calendar period, (iii) Tenant fails to execute a lease agreement or an amendment to this Lease for the Expansion Suite within said thirty (30) day period, or (iv) an Event of Default has occurred and shall be continuing hereunder at such time as Tenant shall exercise its right-of-first refusal, then the Lease shall continue in any full force and effect and Xxxxxx’s right of such events, Landlord may lease the Expansion Suite to such third party whereupon Tenant's right-of-first refusal shall survive any such conveyance. Tenant shall have the right, at its sole discretion, to assign the right of first refusal to any person or entity, either separate from an assignment of the Lease or as part of an assignment of the Lease. Such assignment may occur either prior to or after Xxxxxx’s receipt of Landlord’s notice and the Expansion Suite assignment shall lapse until said space shall again for whatever reason become available for leasebe effective upon written notice to Landlord.

Tenant’s Right of First Refusal. Provided Tenant A. For purposes of this Rider 1, the area within the Building described on Schedule A attached to this Rider is not in default of hereinafter referred to as the "ROFR Space". Prior to leasing any of the termsROFR Space to a party other than Tenant or the currently existing tenant of such ROFR Space, covenants Landlord shall deliver to Tenant a written statement ("Statement") which shall reflect the basic terms upon which Landlord is then intending to lease all or a portion of the ROFR Space to a prospective tenant (the portion of the ROFR Space that is the subject of such Statement is hereinafter referred to as the "Subject ROFR Space"), such as rent, term, finish allowances, tenant inducements and the description of the Subject ROFR Space. Tenant shall have seven (7) days after receipt of the Statement within which to notify Landlord in writing that it desires to lease the Subject ROFR Space upon the terms and conditions contained in the Statement provided, however, (I) if Tenant notifies Landlord of its election to lease the Subject ROFR Space within two (2) years after the Commencement Date, Tenant shall lease the Subject ROFR Space (which shall thereafter be part of the Premises) for the number of months remaining for the Term of this Lease, Tenant shall have a continuing right-of-first refusal to lease from Landlord all or any portion of that certain area containing 5,061 rentable square feet in the aggregate as shown cross-hatched on Exhibit "E" attached hereto and made a part hereof (the "Expansion Suite"). At any time during the Term, as the same may be renewed or extended, as Landlord shall enter into good faith meaningful negotiations with a third party to lease the Expansion Suite, Landlord shall so notify Tenant. Tenant shall exercise the foregoing right-of-first refusal by delivering written notice thereof to Landlord within five (5) days of Tenant's receipt of Landlord's notice. If such right is exercised by Tenant at any time during the first nine (9) full calendar months of the Term hereof, such Expansion Suite shall be leased for a term running concurrent with the Term hereof, as the same may be renewed or 24 extended, at the same Base Rent, and otherwise on substantially upon the same terms and conditions (as computed on a per rentable square foot basis) as herein set forth for the original Premises (including the same Base Rent payable for the original Premises during the remainder of the Primary Term, except that (i) the Finish Allowance of $27.00 per square feet payable by Landlord shall be reduced in direct proportion to the number of months remaining on the Term as of Landlord's estimated delivery date of the Subject ROFR Space to Tenant (ii) Tenant shall be entitled to four (4) parking spaces for each one thousand (4:1000) rentable square feet of such ROFR Space being added to the Premises, including those conditions pertaining of which seventy-two percent (72%) shall be located in the Parking Garage and the remainder shall be located on the surface lot (all such parking space shall be at no cost to leasehold improvements. If such right-of-first refusal is exercised Tenant), and (iii) if Tenant notifies Landlord of its election to lease the Subject ROFR Space after the expiration second (2nd) anniversary of the ninth Commencement Date but prior to the fifth (9th5th) full calendar month anniversary of the TermCommencement Date, Tenant shall lease the Subject ROFR Space upon the same terms set forth in (I) immediately preceding, except that the rate of Base Rent, the leasing amount of such Expansion Suite the Finish Allowance and other allowances shall be on those commercially standard based upon the then current market conditions for comparable office space in comparable buildings in the LBJ/North Dallas market, taking into account all relevant factors Failure by Tenant to notify Landlord within such seven (7) day period shall be deemed an election by Tenant not to lease the Subject ROFR Space and Landlord shall thereafter have the right to lease such subject ROFR Space upon substantially the same terms and conditions as are mutually acceptable described in the Statement to Landlord and Tenanta third party. In the event that Tenant exercises the right-of-first refusal granted herein, Landlord and Tenant shall does not enter into either an amendment a lease with respect to this Lease or a new lease agreement for such subject ROFR Space within one hundred eighty days (180) after the Expansion Suite within thirty (30) calendar days date of receipt by Landlord of the Statement, Tenant's notice exercising rights under this Rider 1 shall automatically be reinstated with respect to said right-of-first refusalROFR Space. In the event Tenant (i) declines Landlord intends to exercise its right as above-provided, (ii) Tenant fails to deliver notice thereof within the five (5) day calendar period, (iii) Tenant fails to execute enter into a lease agreement or an amendment which materially differs from the Statement delivered to this Lease for the Expansion Suite within said thirty (30) day periodTenant, or (iv) an Event of Default has occurred and shall be continuing hereunder at such time as Tenant shall exercise its right-of-first refusal, then in any of such events, Landlord may have the right to lease the Expansion Suite to ROFR Space on such third party whereupon Tenant's right-of-first refusal as to the Expansion Suite shall lapse until said space shall again for whatever reason become available for leasematerially different terms.

Tenant’s Right of First Refusal. Provided Tenant is The District shall not at any time during the Term sell, assign or convey or agree to sell, assign or convey its interest in default the Project Area without first having complied with the requirements of this Section 16; provided, however, the District may (i) assign this Lease to any agency or instrumentality of the terms, covenants and conditions District subject to the terms of this Lease, and (ii) assign this Lease to any other Person if the District shall first provide Tenant with a Right of First Refusal Notice, which shall contain all of the Third Party Terms, together with a statement by the District to the effect that it desires to accept such offer and to transfer and convey its interest in the Project Area subject to this Lease, in accordance therewith. Tenant shall have a continuing the first right to purchase all of the District's right-of-first refusal to lease from Landlord all or any portion of that certain area containing 5,061 rentable square feet , title and interest in the aggregate as shown crossProject Area, upon the Third Party Terms, except that in no event shall the date for closing on Tenant's purchase of the District's interest in the Project Area, be sooner than the one-hatched on Exhibit "E" attached hereto and made a part hereof hundred twentieth (120th) day from the "Expansion Suite"). At any time during the Term, as the same may be renewed or extended, as Landlord shall enter into good faith meaningful negotiations with a third party to lease the Expansion Suite, Landlord shall so notify Tenant. Tenant shall exercise the foregoing right-of-first refusal by delivering written notice thereof to Landlord within five (5) days date of Tenant's receipt of Landlord's noticesuch Right of First Refusal Notice from the District. Tenant shall have ninety (90) days from the date of receipt of such Right of First Refusal Notice from the District to notify the District in writing that it intends to exercise this option to purchase the offered interest upon the Third Party Terms contained in the First Refusal Notice, except with respect to the closing date, as provided in the immediately preceding sentence. If such right is exercised by Tenant at any time during the first nine (9) full calendar months of the Term hereofelects, such Expansion Suite shall be leased for a term running concurrent with the Term hereof, as the same may be renewed or 24 extended, at the same Base Rent, and otherwise on substantially the same terms and conditions (as computed on a per rentable square foot basis) as herein set forth for the Premises, including those conditions pertaining to leasehold improvements. If such right-of-first refusal is exercised after the expiration of the ninth (9th) full calendar month of the Term, the leasing of such Expansion Suite shall be on those commercially standard terms and conditions as are mutually acceptable to Landlord and Tenant. In the event that Tenant exercises the right-of-first refusal granted herein, Landlord and Tenant shall enter into either an amendment to this Lease or a new lease agreement for the Expansion Suite within thirty (30) calendar days of receipt by Landlord of Tenant's notice exercising said right-of-first refusal. In the event Tenant (i) declines to exercise its right as above-provided, (ii) Tenant fails to deliver notice thereof within the five ninety (5) day calendar period, (iii) Tenant fails to execute a lease agreement or an amendment to this Lease for the Expansion Suite within said thirty (3090) day period, or (iv) an Event to purchase such interest by written notice to the District, the District shall sell the interest to Tenant free and clear of Default has occurred any Liens and subject only to the Permitted Encumbrances and Tenant shall purchase the same. Tenant's notice of election shall be continuing hereunder at such time accompanied by a payment in the amount, if any, specified as Tenant shall exercise its right-of-first refusala down payment in the bona fide offer received from the third party and, then therefore, in any the bona fide offer to purchase as communicated to Tenant. The closing of such eventspurchase shall occur at the time and at a mutually acceptable location in the District of Columbia (except as hereinabove provided in this Section 16(a)), Landlord may lease and each party shall deliver such documents and take such actions in connection with the Expansion Suite to such third party whereupon Tenant's right-of-first refusal closing as to is required by the Expansion Suite shall lapse until said space shall again for whatever reason become available for leaseterms of the offer.

Tenant’s Right of First Refusal. Provided 55.1. In the event Tenant is not in default of any of exercises the terms, covenants and conditions Space Reduction Option pursuant to Section 54 of this Lease, Tenant and Landlord shall have a continuing right-of-first refusal thereafter at any time during the Lease Term receive an offer satisfactory to Landlord in its sole discretion (the "Offer") to lease from Landlord all or any portion of that certain area containing 5,061 rentable square feet in the aggregate as shown cross-hatched on Exhibit "E" attached hereto and made a part hereof such Terminated Space (the "Expansion SuiteFirst Refusal Space"). At , other than to any time during existing tenant or occupant in the TermOffice Building then having existing rights in such space, as then provided and upon the same may condition that at all times within the immediately preceding twelve (12) month period this Lease shall be renewed or extendedin full force and effect and Tenant shall not be in default hereunder, as Landlord this Lease shall enter into good faith meaningful negotiations with a third party to lease not have been assigned and Tenant shall be physically occupying at least eighty (80%) percent of the Expansion SuitePremises, Landlord shall so notify Tenantoffer the First Refusal Space to Tenant by written notice to Tenant ("Landlord's Notice") upon the same terms and conditions set forth in the Offer (except as otherwise provided herein). Tenant shall exercise have the foregoing right-of-first refusal , exercisable by delivering written notice thereof to Landlord within five (5) days of Tenant's receipt the date of Landlord's notice. If such right is exercised by Tenant at any Notice, time during the first nine (9) full calendar months being of the Term hereofessence, to lease such Expansion Suite shall be leased for a term running concurrent with portion of the Term hereof, as First Refusal Space upon the same may be renewed or 24 extended, at the same Base Rent, and otherwise on substantially the same terms and conditions (as computed on a per rentable square foot basis) as herein set forth for in the PremisesOffer (except as otherwise provided herein), including those conditions pertaining to leasehold improvements. If such right-of-first refusal is exercised after the expiration of the ninth (9th) full calendar month of the Term, the leasing of such Expansion Suite shall be on those commercially standard terms and conditions as are mutually acceptable to Landlord and Tenant. In the event that Tenant exercises the right-of-first refusal granted hereinin which event, Landlord and Tenant shall enter into either an amendment to of this Lease acceptable to Landlord to provide for (a) the inclusion of such portion of the First Refusal Space in the Premises, (b) an increase in the Base Rent with respect to the First Refusal Space by the amount set forth in the Offer, and (c) a modification of the definition of Tenant's Proportionate Share to accurately represent the percentage that the rentable area of the Premises, together with the rentable area of the portion of the First Refusal Space identified in the Offer, bears to the total rentable area of the Office Building. In all other respects, the terms and conditions contained in this Lease (including, without limitation, the Operating Expense Base for determining escalations and the length of the Lease Term) shall remain unmodified. In the event that Tenant fails to exercise its right as aforesaid within five (5) days of the date of Landlord's Notice, Tenant shall be deemed to have waived its rights under this Section with respect to such portion of the First Refusal Space described in the Offer, Landlord shall have the absolute right to lease such portion of the First Refusal Space specified in the Offer to any other person or a new lease agreement for entity and Tenant shall have no further rights with respect to such portion of the Expansion Suite First Refusal Space. In the event that Tenant shall have exercised its right as aforesaid but Landlord and Tenant fail to mutually execute an amendment of this Lease as aforesaid within thirty (30) calendar days of receipt by the date Landlord first delivers an initial draft of such proposed amendment to Tenant's notice exercising said right-of-first refusal. In , such portion of the event Tenant (i) declines First Refusal Space shall be deemed to exercise its right as above-provided, (ii) Tenant fails to deliver notice thereof be included within the five Premises without such written amendment or further act or instrument of any kind upon the terms, conditions and provisions contained in the Offer (5) day calendar period, (iii) Tenant fails to execute a lease agreement or an amendment to except as otherwise provided in this Lease for the Expansion Suite within said thirty (30) day period, or (iv) an Event of Default has occurred and shall be continuing hereunder at such time as Tenant shall exercise its right-of-first refusal, then in any of such events, Landlord may lease the Expansion Suite to such third party whereupon Tenant's right-of-first refusal as to the Expansion Suite shall lapse until said space shall again for whatever reason become available for leaseLease).

Tenant’s Right of First Refusal. Provided Landlord agrees that so long as this Lease is in full force and effect and so long as Tenant is not in default of any of the terms, covenants and conditions of this Lease, Tenant shall have a continuing right-of-first refusal to lease from Landlord will not sell all or any portion of that certain area containing 5,061 rentable square feet the Premises described in the aggregate as shown cross-hatched on Exhibit "E" A attached hereto or the Building or other improvements now or hereafter erected on said Land unless (a) Landlord has received a bona fide offer to purchase the Premises; (b) Landlord has given Tenant written notice stating the name and made a address of the offeror and the terms and conditions of said bona fide offer and the encumbrances subject to which the Premises, or any part hereof (the "Expansion Suite"). At any time during the Termthereof, as are to be conveyed and containing an offer by Landlord to sell the same may be renewed or extended, as Landlord shall enter into good faith meaningful negotiations with a third party to lease the Expansion Suite, Landlord shall so notify Tenant. Tenant shall exercise the foregoing right-of-first refusal by delivering written notice thereof to Landlord within five (5) days of Tenant's receipt of Landlord's notice. If such right is exercised by Tenant at any time during the first nine (9) full calendar months of the Term hereof, such Expansion Suite shall be leased for a term running concurrent with the Term hereof, as the same may be renewed or 24 extended, at the same Base Rent, and otherwise on substantially the same terms and conditions as said bona fide offer; and (as computed on a per rentable square foot basisc) as herein set forth for the PremisesTenant has not, including those conditions pertaining to leasehold improvements. If such right-of-first refusal is exercised within sixty (60) days after the expiration of the ninth (9th) full calendar month of the Term, the leasing giving of such Expansion Suite shall be on those commercially standard terms and conditions as are mutually acceptable notice, mailed or otherwise given Landlord written notice that Tenant elects to Landlord and Tenantpurchase the same in accordance with said offer. In the event that Tenant exercises so elects to purchase, the right-of-first refusal granted hereinPremises or such part thereof shall be conveyed by a good and sufficient Quitclaim Deed conveying a good and clear record and marketable title thereto, Landlord free from all encumbrances except as stated in said bona fide offer and Tenant such deed shall enter into either an amendment be delivered and consideration paid at the Essex County (Northern District) Registry of Deeds, or at Landlord's option, the offices of Landlord's legal counsel at 11:00 o'clock A.M. on the ninetieth (90th) day or next business day after the date of the giving of such notice of election to this Lease purchase or a new lease agreement the date for closing as specified in the Expansion Suite within thirty (30) calendar days of receipt by Landlord of Tenant's notice exercising said right-of-first refusaloffer, whichever is later. In the event that Tenant (i) declines shall not give such notice of election to exercise its right purchase within the time above specified, or in the event Tenant shall, after giving such notice, fail to complete such purchase as above-hereinabove provided, then for a period of six (ii6) Tenant fails months thereafter, Landlord shall be free to deliver sell and convey the Premises or such part thereof covered by the offer to the offeror named in Landlord's notice at a price not lower than that specified therein, but Landlord shall not otherwise sell or convey the Premises or any part thereof within without again offering the five same to Tenant. The provisions of this Section 11.1 shall not be construed to apply to (5a) day calendar period, bona fide mortgages; or (iiib) Tenant fails to execute a lease agreement sales or an amendment to this Lease other proceedings for the Expansion Suite within said thirty (30) day period, foreclosure thereof; or (ivc) an Event easements to any municipality or utility company required for the installation and/or maintenance of Default has occurred drainage, sewage, electric, gas, water and shall be continuing hereunder at such time electric lines and appurtenance to and from the Premises or (d) conveyance to a Related Entity of Landlord as Tenant shall exercise its right-of-first refusal, then defined in any Section 6.2.1 of such events, Landlord may lease the Expansion Suite to such third party whereupon Tenant's right-of-first refusal as to the Expansion Suite shall lapse until said space shall again for whatever reason become available for leasethis Lease.

Tenant’s Right of First Refusal. Provided A. In the event Tenant is not in default of any (a) fails to exercise the First Expansion Option prior to the sixth (6th) anniversary of the terms, covenants and conditions Commencement Date or (b) exercises the First Expansion Option prior to the sixth (6th) anniversary of the Commencement Date but does not occupy the First Expansion Option Premises (unless Landlord is then constructing the First Expansion Option Premises or the parties are then negotiating the terms to govern the First Expansion Option Premises in accordance with the terms of Section 52 of this LeaseLease Agreement, such as determination of the Prevailing Market Rental Rate) as of the sixth (6th) anniversary of the Commencement Date, Landlord shall have the right to terminate this Lease Agreement with respect to the First Expansion Option Land, Tenant’s interest in the First Expansion Option Land will automatically revert to Landlord without any further action required by Tenant and except as otherwise set forth in this Section 54, the Tenant shall have a continuing right-of-first refusal no further rights with respect thereto. In such event, Landlord may construct additional building improvements on the First Expansion Option Land, which additional building improvements may be additions to lease from or expansions of the Building and/or the Improvements (the “FEO Improvements”), and in connection with any bona fide offer Landlord receives to rent all or any portion of that certain area containing 5,061 rentable square feet in the aggregate as shown cross-hatched on Exhibit "E" attached hereto and made a part hereof (FEO Improvements, before or after the "Expansion Suite"). At any time during the Termconstruction thereof, as the same may be renewed or extended, as which offer Landlord shall enter into good faith meaningful negotiations with a third party be ready and willing to lease the Expansion Suiteaccept, Landlord shall so notify Tenant. then Tenant shall exercise have the foregoing right-of-first refusal by delivering written notice thereof right to Landlord within five (5) days of Tenant's receipt of Landlord's notice. If rent such right is exercised by Tenant at any time during the first nine (9) full calendar months portion of the Term hereof, such Expansion Suite shall be leased for a term running concurrent with the Term hereof, as the same may be renewed or 24 extended, FEO Improvements at the same Base Rentrent, and otherwise on substantially upon the same terms and conditions (as computed on a per rentable square foot basis) as herein set forth for shall be offered by the Premises, including those conditions pertaining to leasehold improvementsprospective tenant. If such right-of-first refusal is exercised after the expiration Landlord shall give Tenant notice of the ninth rent and all material terms and conditions of such offer by such prospective tenant within ten (9th10) full calendar month days after receipt; and Tenant shall have a period of thirty (30) days after such notice from Landlord in which to elect to rent such portion of the Term, FEO Improvements at the leasing of such Expansion Suite shall be same rent and on those commercially standard the same terms and conditions as are mutually acceptable to offered by such prospective tenant. If Tenant so notifies Landlord and Tenant. In the event that Tenant exercises the right-of-first refusal granted herein, Landlord and Tenant shall enter into either an amendment to this Lease or a new lease agreement for the Expansion Suite within thirty (30) calendar days of receipt by Landlord of Tenant's notice exercising said right-of-first refusal. In the event Tenant (i) declines to exercise its right as above-provided, (ii) Tenant fails to deliver notice thereof within the five (5) day calendar period, (iii) Tenant fails to execute a lease agreement or an amendment to this Lease for the Expansion Suite within said thirty (30) day perioddays, or (iv) an Event of Default has occurred and this Lease Agreement shall be continuing hereunder at such time as Tenant shall exercise its right-of-first refusal, then in any amended appropriately thereafter to reflect the addition of such eventsportion of the FEO Improvements; provided that the terms of this Lease Agreement, Landlord may lease the Expansion Suite to such third party whereupon Tenant's right-of-first refusal as amended, with respect to the Expansion Suite FEO Improvements shall lapse until said space shall again for whatever reason become available for leasebe consistent with the terms set forth in the bona fide offer.

Tenant’s Right of First Refusal. Provided Tenant is not in default of any of During the terms, covenants and conditions term of this Lease, in the event that Landlord should from time to time receive any bona fide offer to purchase the Demised Premises which Landlord desires to accept, Landlord shall advise Tenant in writing (within ten (10) days of Landlord's intent to accept such offer) of the price, terms and conditions embodied in said offer. Within thirty (30) days from date of said notice, Tenant shall have a continuing right-of-first refusal the right to lease from Landlord all or any portion of that certain area containing 5,061 rentable square feet in elect to purchase the aggregate as shown cross-hatched on Exhibit "E" attached hereto and made a part hereof (the "Expansion Suite"). At any time during the Term, as the same may be renewed or extended, as Landlord shall enter into good faith meaningful negotiations with a third party to lease the Expansion Suite, Landlord shall so notify Tenant. Tenant shall exercise the foregoing right-of-first refusal by delivering written notice thereof to Landlord within five (5) days of Tenant's receipt of Landlord's notice. If such right is exercised by Tenant at any time during the first nine (9) full calendar months of the Term hereof, such Expansion Suite shall be leased for a term running concurrent with the Term hereof, as the same may be renewed or 24 extended, Demised Premises at the same Base Rent, price and otherwise on substantially upon the same terms and conditions (as computed on a per rentable square foot basis) as herein set forth for the Premisesthose embodied in said offer, including those conditions pertaining to leasehold improvements. If such right-of-first refusal is exercised after the expiration of the ninth (9th) full calendar month of the Term, the leasing of such Expansion Suite shall be on those commercially standard terms and conditions as are mutually acceptable Tenant may exercise said right by giving to Landlord and Tenant. In the event that Tenant exercises the right-of-first refusal granted herein, Landlord and Tenant shall enter into either an amendment to this Lease or a new lease agreement for the Expansion Suite within thirty (30) calendar days written notice of receipt by Landlord of Tenant's notice exercising said right-of-first refusal. In the event Tenant (i) declines to exercise its right as above-provided, (ii) Tenant fails to deliver notice thereof within the five (5) day calendar period, (iii) Tenant fails to execute a lease agreement or an amendment to this Lease for the Expansion Suite within said thirty (30) day period. Said acceptance must be accompanied by a Bank Cashier's Check drawn on a St. Louis, or (iv) an Event of Default has occurred and Missouri area bank for any xxxxxxx money deposit applicable to said offer. Upon any such acceptance, Tenant shall be continuing hereunder at such time as bound to complete said purchase upon the terms and conditions of said offer except those specifically applicable only to the identity of the original offeror. In the event Tenant shall does not exercise its right-of-Tenant's aforesaid right of first refusal, then Landlord shall be free to accept the offer and complete the sale at the price and upon the terms and conditions set forth in Landlord's aforesaid notice to Tenant, and Tenant's right of first refusal shall be terminated and extinguished, and shall not apply to any subsequent sales of the Demised Premises. In the event that Tenant does not exercise Tenant's right of first refusal with respect to any offer, and, for any reason, the sale at the same price and on the same terms and conditions is not consummated, Tenant shall have the same right of first refusal with respect to subsequent offers to Landlord. This right of first refusal shall not prohibit any financing secured by mortgage or deed of trust nor shall it apply to any judicial or nonjudicial sale conducted under any mortgages or deeds of trust, but said right of first refusal shall survive any judicial or nonjudicial sale conducted under any mortgages or deeds of trust to which this Lease is prior and therefore said right of first refusal shall be applicable to transactions following such eventsjudicial or nonjudicial foreclosure of any such mortgage or deed of trust to which this Lease is prior. Conveyance upon exercise of said right of first refusal shall be by Special Warranty Deed, subject only to items of record to which a deed would be subject pursuant to the terms of Article XXI of this Lease. This Lease shall terminate upon closing of any sale to Tenant pursuant to said first right of refusal. In the event Tenant exercises said right of first refusal and Tenant fails to close, Tenant shall be subject to specific performance and damages for breach of its purchase obligation, and this Lease shall remain in full force and effect. In the event Tenant exercises said right of first refusal and Landlord fails to close, Landlord may lease the Expansion Suite shall be subject to such third party whereupon Tenant's right-of-first refusal as to the Expansion Suite shall lapse until said space shall again specific performance and damages for whatever reason become available for leasebreach of its sale obligation.

Tenant’s Right of First Refusal. Provided Tenant is not in default of any of the terms, covenants and conditions of this Lease, Tenant shall have a continuing right-of-first refusal to lease from Landlord all or any portion of that certain area containing 5,061 rentable square feet in the aggregate as shown cross-hatched on Exhibit "E" attached hereto and made a part hereof (the "Expansion Suite"). At any time during the Term, as the same may be renewed or extended, as Landlord shall enter into good faith meaningful negotiations with a third party to lease the Expansion Suite, Landlord shall so notify Tenant. Tenant shall exercise the foregoing right-of-first refusal by delivering written notice thereof to Landlord within five (5) days of Tenant's receipt of Landlord's notice. If such right is exercised by Tenant not at any time during the term hereof or any extension hereof sell or convey or agree to sell or convey the Leased Premises without first nine (9) full calendar months having complied with the requirements of this Section 25. If, at any time and from time to time during the term of this Lease, or any extensions thereof, Landlord shall desire to sell or convey the Leased Premises, Landlord shall obtain a bona fide written offer to purchase all of the Term hereofLeased Premises upon terms acceptable to Landlord, or shall enter into a contract to sell all of the Leased Premises subject to this right of first refusal. Landlord shall, within twenty (20) days after receipt of such Expansion Suite offer or the date of entering into such contract, deliver to Tenant a copy of such offer or contract which shall be leased for a term running concurrent with contain all the Term hereof, as terms and provisions of the same may be renewed offer or 24 extendedcontract of sale. Provided Tenant shall not, at the time of exercise, be in default beyond expiration of the applicable period in Section 8 hereof, after notice, without cure of such default, Tenant shall have the right, which must be exercised within thirty (30) days after receipt of such offer or contract of sale, to purchase the Leased Premises for the same Base Rent, price and otherwise on upon substantially the same terms and conditions (as computed on a per rentable square foot basis) as herein those set forth in such offer or contract of sale. If Tenant elects not to so purchase the Leased Premises, then Landlord may sell the Leased Premises to the person making the offer or entering into the contract only, for the Premisessame price and otherwise in strict accordance with the terms and conditions set forth in such offer or contract of sale, including those conditions pertaining or on terms less favorable to leasehold improvementsthe buyer, within six (6) months thereafter. If such right-of-a sale of the Leased Premises is not consummated by Landlord within such time, however, Tenant shall continue to have the right of first refusal is exercised after to purchase the expiration Leased Premises in the manner hereinbefore provided, under the same or any other offer or contract of sale. Except as otherwise provided hereinbelow, Landlord shall not obtain any offer or enter into any contract of sale applicable to less than all of the ninth (9th) full calendar month Leased Premises or to the Leased Premises together with any other real or personal property or subject matter as a unit, and no sale or conveyance pursuant to such an offer or contract of sale shall be deemed to comply with the terms hereof. For the purposes of this Section, any sale, conveyance or transfer of all or substantially all of the Term, the leasing of such Expansion Suite partnership interest in Landlord shall be on those commercially standard terms deemed to be a sale or conveyance of the Leased Premises, and conditions as are mutually acceptable Landlord shall therefore comply with the provisions hereof in connection with any such sale, conveyance or transfer. Landlord may obtain an offer or enter into a contract of sale subject to Landlord and Tenant. In the event that Tenant exercises the right-of-this right of first refusal granted hereinapplicable to the Leased Premises together with other real property in the Park (as hereinafter defined) upon condition that such offer or contract of sale shall apply to all of the Leased Premises and to a parcel or parcels in the Park cumulatively containing not less than 75% of the total land area in the Park. The Park shall be the area outlined in red on Exhibit "E" hereto. For the purposes of this Section, Landlord and Tenant shall enter into either an amendment to this Lease no sale or a new lease agreement for the Expansion Suite within thirty (30) calendar days of receipt conveyance by Landlord of Tenant's notice exercising said right-of-first refusal. In any real property in the event Tenant (i) declines Park shall diminish the size or area in the Park or the amount of land area to exercise its right as above-provided, (ii) Tenant fails which an offer or contract of sale must be applicable to deliver notice thereof within the five (5) day calendar period, (iii) Tenant fails to execute a lease agreement or an amendment to this Lease for the Expansion Suite within said thirty (30) day period, or (iv) an Event of Default has occurred and shall be continuing hereunder at such time as Tenant shall exercise its right-of-first refusal, then in any of such events, Landlord may lease the Expansion Suite to such third party whereupon Tenant's right-of-first refusal as to the Expansion Suite shall lapse until said space shall again for whatever reason become available for leasepermitted hereunder.

Tenant’s Right of First Refusal. Provided Tenant If Landlord receives an offer from any person or entity that owns towers or other wireless telecommunications facilities (or is not in default the business of acquiring Landlord’s interest in the Lease) to purchase fee title, an easement, a lease, a license, or any other interest in the Leased Premises, or Landlord’s interest in the Lease, or an option for any of the termsforegoing, covenants Landlord shall provide written notice to Tenant of said offer, and conditions of this Lease, Tenant shall have a continuing right-of-right of first refusal to lease from Landlord all or any portion of that certain area containing 5,061 rentable square feet in the aggregate as shown cross-hatched acquire such interest on Exhibit "E" attached hereto and made a part hereof (the "Expansion Suite"). At any time during the Term, as the same may be renewed or extended, as Landlord shall enter into good faith meaningful negotiations with a third party to lease the Expansion Suite, Landlord shall so notify Tenant. Tenant shall exercise the foregoing right-of-first refusal by delivering written notice thereof to Landlord within five (5) days of Tenant's receipt of Landlord's notice. If such right is exercised by Tenant at any time during the first nine (9) full calendar months of the Term hereof, such Expansion Suite shall be leased for a term running concurrent with the Term hereof, as the same may be renewed or 24 extended, at the same Base Rent, and otherwise on substantially the same terms and conditions in the offer, excluding any terms or conditions which are (as computed on a per rentable square foot basisi) as herein set forth for not imposed in good faith or (ii) directly or indirectly designed to defeat or undermine Tenant’s possessory or economic interest in the Leased Premises, including those conditions pertaining to leasehold improvements. If such right-of-first refusal is exercised after Landlord’s notice shall include the expiration of the ninth (9th) full calendar month of the Termprospective buyer’s name, the leasing of such Expansion Suite shall be on those commercially standard purchase price and/or other consideration being offered, the other terms and conditions as are mutually acceptable of the offer, the due diligence period, and the proposed closing date. If the Landlord’s notice shall provide for a due diligence period of less than sixty (60) days, then the due diligence period shall be extended to be sixty (60) days from exercise of the right of first refusal and closing shall occur no earlier than fifteen (15) days thereafter. If Tenant does not exercise its right of first refusal by written notice to Landlord and Tenant. In the event that Tenant exercises the right-of-first refusal granted herein, Landlord and Tenant shall enter into either an amendment to this Lease or a new lease agreement for the Expansion Suite given within thirty (30) calendar days of receipt by days, Landlord of Tenant's notice exercising said right-of-first refusalmay convey the property as described in the Landlord’s notice. In the event If Tenant (i) declines to exercise its right as above-provided, (ii) Tenant fails to deliver notice thereof within the five (5) day calendar period, (iii) Tenant fails to execute a lease agreement or an amendment to this Lease for the Expansion Suite within said thirty (30) day period, or (iv) an Event of Default has occurred and shall be continuing hereunder at such time as Tenant shall exercise its right-of-first refusal, then the Lease shall continue in any full force and effect and Tenant’s right of such events, Landlord may lease the Expansion Suite to such third party whereupon Tenant's right-of-first refusal shall survive any such conveyance. Tenant shall have the right, at its sole discretion, to assign the right of first refusal to any person or entity, either separate from an assignment of the Lease or as part of an assignment of the Lease. Such assignment may occur either prior to or after Tenant’s receipt of Landlord’s notice and the Expansion Suite assignment shall lapse until said space shall again for whatever reason become available for leasebe effective upon written notice to Landlord.

Tenant’s Right of First Refusal. Provided A. In the event Tenant is not in default of any (a) fails to exercise the First Expansion Option prior to the sixth (6th) anniversary of the terms, covenants and conditions Commencement Date or (b) exercises the First Expansion Option prior to the sixth (6th) anniversary of the Commencement Date but does not occupy the First Expansion Option Premises (unless Landlord is then constructing the First Expansion Option Premises or the parties are then negotiating the terms to govern the First Expansion Option Premises in accordance with the terms of Section 52 of this LeaseLease Agreement, such as determination of the Prevailing Market Rental Rate) as of the sixth (6th) anniversary of the Commencement Date, Landlord shall have the right to terminate this Lease Agreement with respect to the First Expansion Option Land, Tenant’s interest in the First Expansion Option Land will automatically revert to Landlord without any further action required by Tenant and except as otherwise set forth in this Section 54, the Tenant shall have a continuing right-of-first refusal no further rights with respect thereto. In such event, Landlord may construct additional building improvements on the First Expansion Option Land, which additional building improvements may be additions to lease from or expansions of the Building and/or the Improvements (the “FEO Improvements”), and in connection with any bona fide offer Landlord receives to rent all or any portion of that certain area containing 5,061 rentable square feet in the aggregate as shown cross-hatched on Exhibit "E" attached hereto and made a part hereof (FEO Improvements, before or after the "Expansion Suite"). At any time during the Termconstruction thereof, as the same may be renewed or extended, as which offer Landlord shall enter into good faith meaningful negotiations with a third party be ready and willing to lease the Expansion Suiteaccept, Landlord shall so notify Tenant. then Tenant shall exercise have the foregoing right-of-first refusal by delivering written notice thereof right to Landlord within five (5) days of Tenant's receipt of Landlord's notice. If rent such right is exercised by Tenant at any time during the first nine (9) full calendar months portion of the Term hereof, such Expansion Suite shall be leased for a term running concurrent with the Term hereof, as the same may be renewed or 24 extended, FEO Improvements at the same Base Rentrent, and otherwise on substantially upon the same terms and conditions (as computed on a per rentable square foot basis) as herein set forth for shall be offered by the Premises, including those conditions pertaining to leasehold improvementsprospective tenant. If such right-of-first refusal is exercised after the expiration Landlord shall give Tenant notice of the ninth rent and all material terms and conditions of such offer by such prospective tenant within ten (9th10) full calendar month days after receipt; and Tenant shall have a period of thirty (30) days after such notice from Landlord in which to elect to rent such portion of the Term, FEO Improvements at the leasing of such Expansion Suite shall be same rent and on those commercially standard the same terms and conditions as are mutually acceptable to offered by such prospective tenant. If Tenant so notifies Landlord and Tenant. In the event that Tenant exercises the right-of-first refusal granted herein, Landlord and Tenant shall enter into either an amendment to this Lease or a new lease agreement for the Expansion Suite within thirty (30) calendar days of receipt by Landlord of Tenant's notice exercising said right-of-first refusal. In the event Tenant (i) declines to exercise its right as above-provided, (ii) Tenant fails to deliver notice thereof within the five (5) day calendar period, (iii) Tenant fails to execute a lease agreement or an amendment to this Lease for the Expansion Suite within said thirty (30) day perioddays, this Lease Agreement shall be amended appropriately thereafter to reflect the addition of such portion of the FEO Improvements; provided that the terms of this Lease Agreement, as amended, with respect to the FEO Improvements shall be consistent with the terms set forth in the bona fide offer. B. If Tenant elects not to lease such portion of the FEO Improvements or shall fail to give Landlord appropriate notice within the time provided for herein, then Landlord may lease such portion of the FEO Improvements to another tenant, but only at the same rent, and on the same terms and conditions of such offer; provided, however, that if the lease of such portion of the FEO Improvements to such other tenant is not executed within one hundred twenty (120) days following Landlord’s delivery of the offer to Tenant, then Landlord shall again offer to lease such portion of the FEO Improvements to Tenant pursuant to the terms and conditions of such offer before proceeding to lease such portion of the FEO Improvements to such other tenant. C. In the event Tenant (a) fails to exercise the Second Expansion Option prior to the sixth (6th) anniversary of the Commencement Date or (ivb) an Event exercises the Second Expansion Option prior to the sixth (6th) anniversary of Default has occurred the Commencement Date but does not occupy the Second Expansion Option Premises (unless Landlord is then constructing the Second Expansion Option Premises or the parties are then negotiating the terms to govern the Second Expansion Option Premises in accordance with the terms of Section 53 of this Lease Agreement, such as determination of the Prevailing Market Rental Rate) as of the sixth (6th) anniversary of the Commencement Date, Landlord shall have the right to terminate this Lease Agreement with respect to the Second Expansion Option Land, Tenant’s interest in the Second Expansion Option Land will automatically revert to Landlord without any further action required by Tenant, and shall be continuing hereunder at such time except as otherwise set forth in this Section 54, the Tenant shall exercise its right-of-first refusal, then in any of have no further with respect thereto. In such eventsevent, Landlord may construct additional building improvements on the Second Expansion Option Land, which additional building improvements may be additions to or expansions of the Building and/or the Improvements (the “SEO Improvements”), and in connection with any bona fide offer Landlord receives to rent all or any portion of the SEO Improvements, before or after the construction thereof, which offer Landlord shall be ready and willing to accept, then Tenant shall have the right to rent such portion of the SEO Improvements at the same rent, and upon the same terms and conditions as shall be offered by the prospective tenant. Landlord shall give Tenant notice of the rent and all material terms and conditions of such offer by such prospective tenant within ten (10) days after receipt; and Tenant shall have a period of thirty (30) days after such notice from Landlord in which to elect to rent such portion of the SEO Improvements at the same rent and on the same terms and conditions as offered by such prospective tenant. If Tenant so notifies Landlord within said thirty (30) days, this Lease Agreement shall be amended appropriately thereafter to reflect the addition of such portion of the SEO Improvements; provided that the terms of this Lease Agreement, as amended, with respect to the SEO Improvements shall be consistent with the terms set forth in the bona fide offer. D. If Tenant elects not to lease such portion of the Expansion Suite SEO Improvements or shall fail to give Landlord appropriate notice within the time provided for herein, then Landlord may lease such portion of the SEO Improvements to another tenant, but only at the same rent, and on the same terms and conditions of such offer; provided, however, that if the lease of such portion of the SEO Improvements to such third party whereupon other tenant is not executed within one hundred twenty (120) days following Landlord’s delivery of the offer to Tenant's right-of-first refusal as , then Landlord shall again offer to lease such portion of the SEO Improvements to Tenant pursuant to the terms and conditions of such offer before proceeding to lease such portion of the SEO Improvements to such other tenant. E. In the event Landlord terminates this Lease Agreement with respect to the First Expansion Suite Option Land or the Second Expansion Option Land pursuant to the terms and conditions of this Section 54, Tenant hereby agrees to provide, grant and permit easements requested by Landlord over and across the remaining portions of the Leased Premises for vehicular and pedestrian ingress and egress to and from the First Expansion Option Land, the FEO Improvements, the Second Expansion Option Land and/or the SEO Improvements, as appropriate, utility services, and easements therefor over and across the remaining portions of the Leased Premises, and all other easements and rights (including, without limitation, creating common areas between the premises for shared use, such as shared walls, drives and loading docks) as may be necessary for the use thereof and for the construction of improvements and operations from such improvements located on the First Expansion Option Land and/or the Second Expansion Option Land, as appropriate. Notwithstanding the foregoing, Landlord and Tenant agree that Tenant will not be obligated to provide, grant or permit any easements that could reasonably be expected to (i) cause Tenant to cease its manufacturing operations within Building, (ii) unreasonably interfere with Tenant’s operations in the Leased Premises or (iii) prohibit Tenant’s use of the Leased Premises for the Permitted Use; provided, however, Tenant acknowledges that the shared use between Tenant and the proposed owners and/or tenants of the First Expansion Option Land, the FEO Improvements, the Second Expansion Option Land and/or the SEO Improvements of certain portions of the Leased Premises will, by its nature, cause a certain amount of interference with Tenant’s operations at the Leased Premises, and Tenant agrees that the mere sharing of certain portions of the Leased Premises will not alone constitute a breach of subsections (i), (ii) or (iii) of this sentence. SEC. 55 TENANT’S SELF-HELP REMEDY: In the event (i) Landlord fails to timely keep, observe or perform any of Landlord’s obligations under Section 8A. of this Lease Agreement on Landlord’s part to be kept, performed or observed and (ii) such failure has a material adverse affect on Tenant’s ability to use and operate the Leased Premises in accordance with the terms of this Lease Agreement, then (any such event, circumstance or failure by Landlord being herein referred to as a “Landlord Failure”), Tenant shall lapse until said space have the right, but not the obligation, upon satisfaction of the requirements and conditions set forth in this Section 55, to take all commercially reasonable efforts and measures to remedy and cure such Landlord Failure (such rights of Tenant being herein referred to as “Tenant’s Self-Help Rights”). Prior to exercising Tenant’s Self-Help Rights, Tenant shall again deliver written notice to Landlord of the relevant Landlord Failure and Tenant’s intention to exercise Tenant’s Self-Help Rights with respect to such Landlord Failure (a “Tenant’s Notice of Intent”). Each Tenant’s Notice of Intent shall describe, in reasonable detail, the particular Landlord Failure for whatever reason become available for lease.which Tenant intends to exercise Tenant’s Self-Help Rights. In the event all of the matters set forth in subsections (i) and (ii) below do not occur on or before twenty (20) calendar days after the date Tenant delivers Tenant’s Notice of Intent to Landlord and provided a Landlord Failure has occurred, Tenant shall have the right to exercise Tenant’s Self-Help Rights with respect to the particular Landlord Failure described in Tenant’s Notice of Intent: (i) Landlord has (a) fully remedied or cured the Landlord Failure described in Tenant’s Notice of Intent or (b) delivered to Tenant a commercially reasonable remedial plan to fully remedy and cure the Landlord Failure described in Tenant’s Notice of Intent in accordance with the terms of this Lease Agreement on or before the earliest reasonably possible date (a “Remedial Plan”); and (ii) Only if Landlord has delivered a Remedial Plan to Tenant pursuant to the above clause (i), Landlord has (a) commenced commercially reasonable efforts to fully cure and remedy the Landlord

Tenant’s Right of First Refusal. Provided Tenant that no Event of Default specified in Sections 17.1 (a), (e), (f) or (g) hereof has occurred and is not in default of continuing, and if at any of time during the terms, covenants and conditions Fixed Term or the Extended Term of this Lease, Tenant shall have a continuing right-of-first refusal Landlord receives an Offer of Purchase for or if Landlord decides to lease from Landlord all sell all, several or any portion of that certain area containing 5,061 rentable square feet in the aggregate as shown cross-hatched on Exhibit "E" attached hereto and made a part hereof (the "Expansion Suite"). At any time during the Term, as the same may be renewed or extended, as Landlord shall enter into good faith meaningful negotiations with a third party to lease the Expansion SuiteEmeritus Properties, Landlord shall so notify Tenantfirst give Tenant the privilege to purchase such Sale Properties. Landlord shall give to Tenant shall exercise the foregoing right-of-first refusal by delivering written notice thereof of Landlord's decision to sell the Sale Properties or of Landlord's receipt of an Offer of Purchase for the Sale Properties, together with the terms and conditions contained in any such Offer of Purchase. To exercise this right of first refusal, Tenant must give Landlord written notice that Tenant intends to purchase all of the Sale Properties within five thirty (530) days of Tenant's after receipt of Landlord's notice. If such right is exercised by Tenant at any time during the first nine (9) full calendar months does not notify Landlord of its intent to purchase all of the Term hereof, such Expansion Suite shall be leased for a term running concurrent with the Term hereof, as the same may be renewed or 24 extended, at the same Base Rent, and otherwise on substantially the same terms and conditions (as computed on a per rentable square foot basis) as herein set forth for the Premises, including those conditions pertaining to leasehold improvements. If such right-of-first refusal is exercised after the expiration of the ninth (9th) full calendar month of the Term, the leasing of such Expansion Suite shall be on those commercially standard terms and conditions as are mutually acceptable to Landlord and Tenant. In the event that Tenant exercises the right-of-first refusal granted herein, Landlord and Tenant shall enter into either an amendment to this Lease or a new lease agreement for the Expansion Suite within thirty (30) calendar days of receipt by Landlord of Tenant's notice exercising said right-of-first refusal. In the event Tenant (i) declines to exercise its right as above-provided, (ii) Tenant fails to deliver notice thereof Sale Properties within the five (5) day calendar period, (iii) Tenant fails to execute a lease agreement or an amendment to this Lease for the Expansion Suite within said thirty (30) day time period, Landlord will have the right to market and sell the Sale Properties, and Landlord's right to market and sell will be free and clear of any rights, claims or interest of Tenant under this Section 26.2. If Tenant provides to Landlord its written notice of intent to purchase the Sale Properties within thirty days, the sale of the Sale Properties will be consummated through an escrow to be opened with a mutually acceptable title or escrow company, and will close within ninety (90) days following the date of Tenant's written notice to Landlord. If Tenant chooses to purchase the Sale Properties in response to an Offer of Purchase, the purchase price for each Sale Property will be the greater of(a) the purchase price contained in the Offer of Purchase or (ivb) an Event Landlord's Total Investment, and Tenant must comply with reasonably equivalent terms and conditions acceptable to Landlord. If Tenant chooses to purchase the Sale Properties in response to Landlord's unsolicited decision to sell, the purchase price for each Sale Property will be the greater of Default has occurred (a) Fair Market Value or (b) Landlord's Total Investment. The purchase price of each Sale Property (net of the principal balance of any Facility Mortgages placed on such Property by Landlord and expressly assumed by Tenant and the amount of any damages owing by Landlord to Tenant) shall be deposited into escrow by wire transfer of Federal Funds at least two business days prior to close of escrow and shall be continuing hereunder paid to Landlord at close of escrow by wire transfer of Federal Funds to such time account as Landlord shall designate. Each Sale Property will be transferred by statutory warranty deed. Tenant acknowledges and agrees that it shall exercise its right-of-first refusalpurchase each of the Sale Properties from Landlord "AS IS" and subject to all faults, then defects in title and other matters whatsoever, including, but not limited to, all matters of record, other than (a) Facility Mortgages not expressly assumed by Tenant and (b) any other liens, encumbrances attachments, levies or claims encumbering, at the instance of Landlord, such Sale Property, all of which shall be removed of record prior to purchase. Landlord will make no warranty or representation regarding the title, condition or other status of any of such eventsthe Sale Properties whatsoever, Landlord may lease except that it has removed all liens and encumbrances referenced in clauses (a) and (b) in the Expansion Suite preceding sentence. All title insurance premiums and other closing costs associated with the purchase of the Sale Properties by Tenant pursuant to such third party whereupon this Section 26.2 shall be paid by Tenant's right-of-first refusal as to the Expansion Suite shall lapse until said space shall again for whatever reason become available for lease.

Tenant’s Right of First Refusal. Paragraphs 38 is deleted and replaced with the following identified as Paragraph 38: Provided Tenant is not in default at the time of any exercising its right described in this paragraph 38, and is not in default upon the commencement of the termsterm for the Remaining Space (defined below), covenants Landlord hereby grants Tenant a right of first refusal to lease the remaining space on the third floor of the Building (the “Remaining Space) on the following terms and conditions of this Leaseconditions. Upon written notification by Landlord to Tenant, Tenant shall have a continuing right-of-first refusal to lease from Landlord all or any portion of that certain area containing 5,061 rentable square feet in the aggregate as shown cross-hatched on Exhibit "E" attached hereto and made a part hereof (the "Expansion Suite"). At any time during the Term, as the same may be renewed or extended, as Landlord shall enter into good faith meaningful negotiations with a third party to lease the Expansion Suite, Landlord shall so notify Tenant. Tenant shall exercise the foregoing right-of-first refusal by delivering written notice thereof to Landlord within five (5) business days in which to notify Landlord of Tenant's receipt ’s desire to exercise Tenant’s right of Landlord's notice. If such right is exercised by Tenant at any time during the first nine (9) full calendar months of the Term hereofrefusal, such Expansion Suite shall be leased for a term running concurrent with the Term hereof, as the same may be renewed or 24 extended, at the same Base Rent, and otherwise on substantially the same terms and conditions (as computed on a per rentable square foot basis) as herein set forth for the Premises, including those conditions pertaining offer to leasehold improvements. If such right-of-first refusal lease that Landlord has received and which is exercised after the expiration of the ninth (9th) full calendar month of the Term, the leasing of such Expansion Suite shall be on those commercially standard terms and conditions as are mutually acceptable to Landlord and Tenant. In the event that Tenant exercises the right-of-first refusal granted herein, Landlord and Tenant shall enter into either an amendment to this Lease or a new lease agreement for the Expansion Suite within thirty (30) calendar days of receipt by Landlord of Tenant's notice exercising said right-of-first refusalLandlord. In the event Tenant (i) declines to exercise its right as above-provided, (ii) Tenant fails to deliver give Landlord notice thereof of Tenant’s election to lease the Remaining Space within the stated time period, Tenant’s right of first refusal with respect to the Remaining Space shall terminate until such time as the Remaining Space again becomes available, unless negotiations between Landlord and the third party result in material financial changes from the original offer, in which case Landlord must submit a revised offer to Tenant for consideration. Upon written notification of the revised offer by Landlord to Tenant, Tenant shall have five (5) day calendar periodbusiness days to notify Landlord of Tenant’s desire to exercise Tenant’s right of first refusal, (iii) on the same terms and conditions as the revised offer to lease that Landlord has received. In the event Tenant fails to execute give Landlord notice of Tenant’s election to lease Remaining Space within the stated period, Tenant’s right of first refusal with respect to the Remaining Space shall terminate until such time that the Remaining Space again becomes available, and Landlord may enter into a lease agreement or an amendment to this Lease for the Expansion Suite within said thirty (30) day periodRemaining Space or a portion thereof with the third party from whom the offer was received, or (iv) an Event any other party, so long as the lease is made on the same financial terms as those stated in the offer presented to Tenant. If on the other hand, Tenant exercises its right of Default has occurred and shall be continuing hereunder at such time as first refusal in the manner provided above, Tenant shall exercise its right-of-immediately deliver to Landlord payment for the first refusalmonth’s rent for the Remaining Space (in the same manner as provided for in this Lease), then and the lease of the Remaining Space shall consummate without delay, in any accordance with the terms set forth in the offer to lease. Tenant’s right of such events, Landlord may lease the Expansion Suite to such third party whereupon Tenant's right-of-first refusal as set forth above is subject to the Expansion Suite shall lapse until said space shall again rights of CompuServe, Inc. with respect to the Remaining Space, as more fully set forth in that certain Lease Agreement between Landlord and CompuServe, Inc. dated August 24, 1995, as amended (the “CompuServe Lease”), and of CompuServe, Inc. to extend or renew the term for whatever reason become available the Remaining Space, even if not specifically provided for leasein the CompuServe Lease, without Tenant having right of first refusal for the Remaining Space if CompuServe, Inc. so elects.

Tenant’s Right of First Refusal. Provided If at any time and from time to time during the Term of the Lease all or a portion of the 17,024 rentable square feet of vacant space in the Building which is adjacent to the Premises and more particularly described on Exhibit F attached hereto (hereafter, the “Right of First Refusal Space”), and Tenant is not in default under the Lease beyond the expiration of any applicable notice and cure period at such time, Landlord shall first notify Tenant, in writing, (“Landlord’s Notice”) of such available space (the “Right of First Offer”), which shall be made available to Tenant at the same rent and upon all of the terms, covenants other terms and conditions of this LeaseLease (including, Tenant shall have a continuing right-of-first refusal without limitation, renewal rights) together with an allowance of up to lease from Landlord all or any portion of that certain area containing 5,061 rentable square feet in the aggregate as shown cross-hatched on Exhibit "E" attached hereto and made a part hereof (the "Expansion Suite"). At any time during the Term, as the same may be renewed or extended, as Landlord shall enter into good faith meaningful negotiations with a third party to lease the Expansion Suite, Landlord shall so notify Tenant. Tenant shall exercise the foregoing right-of-first refusal by delivering written notice thereof to Landlord within five (5) days of Tenant's receipt of Landlord's notice. If such right is exercised by Tenant at any time during the first nine (9) full calendar months of the Term hereof, such Expansion Suite shall be leased for a term running concurrent with the Term hereof, as the same may be renewed or 24 extended, at the same Base Rent, and otherwise on substantially the same terms and conditions (as computed on a $30.00 per rentable square foot basis) (which shall be repaid as herein set forth below) and shall be for a term which is co-terminus with the lease Term described herein. Tenant may, within thirty (30) days of the receipt of the notice, decline or accept such offer, in writing, and within thirty (30) days thereafter enter into an amendment to this Lease that adjusts the rentable square feet of the Premises, including those conditions pertaining Basic Rent, Tenant’s Percentage and other applicable terms herein to leasehold improvements. If reflect the incorporation of such right-of-first refusal is exercised after Right of First Refusal Space into the expiration Lease, effective as of the ninth (9th) full calendar month date of such amendment. To the extent Tenant avails itself of all or part of the available allowance, Tenant shall repay the allowance by amortizing the amount so utilized at a 10% per annum interest rate over a term equal to the remaining Term of the Lease, provided if less than 7 years remain in the then existing Term, Tenant may exercise a Renewal Option (if one remains available) in which event the leasing of such Expansion Suite amortization shall be on those commercially standard terms and conditions as are mutually acceptable over a 7 year period. Should Tenant fail to accept the Right of First Refusal Space in writing within thirty (30) days of receipt of the Landlord’s Notice, then Landlord and Tenantshall be free to solicit offers from third parties to lease such available space. In the event that Landlord receives from a third party a bona fide written offer to lease (the “Third Party Offer”) all or a portion of the Right of First Refusal Space and Tenant exercises is not then in default under the right-of-Lease beyond the expiration of applicable notice and cure period, then Landlord shall give Tenant written notice of such Third Party Offer, which notice shall contain all terms and conditions set forth in the Third Party Offer. Tenant shall have a right of first refusal granted exercisable within fifteen (15) days following receipt by Tenant of the terms of the Third Party Offer to elect to lease the Right of First Refusal Space upon the same rent and upon all of the other terms and conditions of this Lease (including without limitation renewal rights) together with an allowance of up to $30.00 per rentable square foot (which shall be repaid as set forth below) and shall be for a term which is co-terminus with the lease Term described herein. To the extent Tenant avails itself of all or part of the available allowance, Landlord and Tenant shall enter into either an amendment repay the allowance by amortizing the amount so utilized at a 10% per annum interest rate over a term equal to this Lease or the remaining Term of the Lease, provided if less than 7 years remain in the then existing Term, Tenant may exercise a new lease agreement for Renewal Option (if one remains available) in which event the Expansion Suite amortization shall be over a 7 year period. Tenant shall exercise such right of first refusal if it elects to do so by providing written notice to Landlord within thirty said fifteen (3015) calendar days of receipt by Landlord of Tenant's notice exercising said right-of-first refusalday period outlined above. In the event Tenant (i) declines to exercise its right as above-provided, (ii) If Tenant fails to deliver notice thereof within the five (5) day calendar period, (iii) Tenant fails to execute a lease agreement or an amendment to this Lease for the Expansion Suite exercise such right within said thirty fifteen (3015) day period, or (iv) an Event of Default has occurred and shall be continuing hereunder at such time as Tenant shall exercise its right-of-first refusal, then in any of such events, Landlord may lease the Expansion Suite Right of First Refusal Space to such the third party whereupon Tenant's right-of-first refusal as upon terms no more favorable than those set forth in the Third Party Offer. If Landlord fails to execute a Lease of the Right of First Refusal Space based on the Third Party Offer within ninety (90) days following receipt by Tenant of the Third Party Offer, Landlord shall be required to again comply with the requirements of this Section. The Right of First Offer shall automatically terminate upon the earlier to occur of (1) the expiration or earlier termination of this Lease, or (2) the failure of Tenant to timely exercise any right to lease space under its Right of First Offer Space. Notwithstanding anything herein to the Expansion Suite contrary, Tenant acknowledges and agrees that Maine Molecular Quality Controls, Inc. (“Maine Molecular) has a right of first offer on the eastern 3,384 rentable square feet of the Right of First Offer Space (the “Maine Molecular Offer Space”) that is superior to the Right of First Offer granted to Tenant herein, and that Tenant’s Right of First Offer on the Maine Molecular Offer Space shall lapse until said space shall again for whatever reason become available for leasearise only following offer and rejection by Maine Molecular of the Maine Molecular Offer Space.