Common use of Terms of Right Clause in Contracts

Terms of Right. If at any time after the Date and during the Term, any space adjacent to the Premises or located on the first floor of the Building (the “ROFO Space”) becomes available or is becoming available for lease, Landlord will notify Tenant that such ROFO Space is available for lease or is becoming available, and such notice will set forth the terms upon which Landlord is willing to lease the ROFO Space to prospective tenants; provided, however, the terms shall include that base rent for such ROFO Space shall be at the “Market Rental Rate” (as that term is defined in Section 31.2 below) (the “Offer Notice”). The ROFO Space shall not be deemed available or becoming available for lease to the extent (i) that it is subject to any rights or options in favor of any other parties that are superior to Tenant’s with respect to the ROFO Space as of the Date, and/or (ii) the ROFO Space is subject to a then- existing lease and the tenant under such then-existing lease is negotiating a modification, amendment, extension or renewal thereof (provided that the ROFO Space will be deemed available if such negotiations are terminated). Provided that a Default does not then exist, and subject to the provisions of this Section 31, Tenant will have ten business days after the receipt of the Offer Notice in which to deliver a written notice to Landlord exercising Tenant’s right to lease all, but not less then all, of the ROFO Space subject to the applicable Offer Notice (the “ROFO Acceptance Notice”). If Tenant delivers the ROFO Acceptance Notice to Landlord within such ten business day period, then Landlord and Tenant will promptly amend this Lease to include the ROFO Space on the terms stated in the Offer Notice. If Tenant fails to deliver the ROFO Acceptance Notice within such ten business day period, Tenant will be deemed to have rejected the Offer Notice. If Tenant rejects or is deemed to have rejected the Offer Notice, Tenant’s right of first offer with respect to the ROFO Space which is the subject of the Offer Notice will terminate and be of no further force or effect, and Landlord will be free to lease any or all of the ROFO Space that is the subject of the Offer Notice to any prospective tenant at any time after the earlier of the date Tenant rejects the Offer Notice or the expiration of such ten business-day period. Notwithstanding the foregoing, Tenant’s right of first offer with respect to the ROFO Space will be deemed a continuing right, and Landlord shall re-offer previously rejected (or deemed rejected) ROFO Space to Tenant if (A) no lease for such ROFO Space is actively being negotiated or has been executed with a third party within 12 months after Tenant’s rejection or deemed rejection of the Offer Notice, (B) Landlord changes the economic terms upon which it is willing to lease such ROFO Space to prospective tenants to an extent that either the per square foot average effective rental rate is less than 90% of the per square foot average effective rental rate contained in the original Offer Notice or the per square foot per year tenant improvement allowance that is more than 110% of that contained in the original Offer Notice, (C) Landlord is willing to accept a lease for less than 90% of the rentable area of the ROFO Space set forth in the original Offer Notice, and/or (D) after the expiration of an intervening lease to a third party when, in any such case, such ROFO Space once again becomes available. 31.2 Market Rental Rate Defined. “Market Rental Rate” means the prevailing rental rate then charged by landlords of comparable buildings in the northwest Austin, Texas market area, of comparable quality and age as the Building and for comparable space to tenants comparable to Tenant in size, credit quality and stature, and for a comparable period. 31.3

Terms of Right. If at any time after the Date and during the Term, any space adjacent to the Premises or located on the first floor of in the Building (the “ROFO Space”) becomes available or is becoming available for lease, Landlord will notify Tenant that such ROFO Space is available for lease or is becoming available, and such notice will set forth the terms upon which Landlord is willing to lease the ROFO Space to prospective tenants; provided, however, the terms shall include that base rent for such ROFO Space shall be at the “Market Rental Rate” (as that term is defined in Section 31.2 below) tenants (the “ROFO Offer Notice”). The ROFO Space shall not be deemed available or becoming available for lease to the extent (i) that it is subject to any rights or options in favor of any other parties that are superior to Tenant’s with respect to the ROFO Space as of the Datedate of this Amendment (and Landlord shall notify Tenant of such rights in the ROFO Offer Notice), and/or (ii) the ROFO Space is subject to a then- existing lease and the tenant under such then-existing lease, as such lease is negotiating a modificationmay be modified, amendmentamended, extension extended or renewal thereof (provided that the ROFO Space will be deemed available if such negotiations are terminated)renewed. Provided that a Default an Event of Default, or any fact or circumstance which with the giving of notice or the passage of time or both would become an Event of Default, does not then existexist beyond any applicable cure period, and subject to the provisions of this Section 3110, Tenant will have ten seven (7) business days after the receipt of the ROFO Offer Notice in which to deliver a written notice to Landlord exercising Tenant’s right to lease all, but not less then than all, of the ROFO Space (the “Right of Offer”) subject to the applicable ROFO Offer Notice (the “ROFO Acceptance Notice”). If Tenant delivers the ROFO Acceptance Notice to Landlord within such ten business seven (7)-business day period, then Landlord and Tenant will promptly amend this the Lease to include the ROFO Space on the terms stated in the ROFO Offer NoticeNotice or such terms as are mutually agreed to by Landlord and Tenant. If Tenant fails to deliver the ROFO Acceptance Notice within such ten business seven (7)-business day period, Tenant will be deemed to have rejected the ROFO Offer Notice. If Tenant rejects or is deemed to have rejected the ROFO Offer Notice, Tenant’s right Right of first offer Offer with respect to the ROFO Space which is the subject of the ROFO Offer Notice will terminate and be of no further force or effect, and Landlord will be free to lease any or all of the ROFO Space that is the subject of the ROFO Offer Notice to any prospective tenant tenant, subject to the terms of Section 11 below at any time after the earlier of the date Tenant rejects the ROFO Offer Notice or the expiration of such ten business-seven (7)-business day period. Notwithstanding the foregoing, Tenant’s right of first offer with respect to the ROFO Space will be deemed a continuing right, and Landlord shall re-offer previously rejected (or deemed rejected) ROFO Space to Tenant if (A) no lease for such ROFO Space is actively being negotiated or has been executed with a third party within 12 months after Tenant’s rejection or deemed rejection of the Offer Notice, (B) Landlord changes the economic terms upon which it is willing to lease such ROFO Space to prospective tenants to an extent that either the per square foot average effective rental rate is less than 90% of the per square foot average effective rental rate contained in the original Offer Notice or the per square foot per year tenant improvement allowance that is more than 110% of that contained in the original Offer Notice, (C) Landlord is willing to accept a lease for less than 90% of the rentable area of the ROFO Space set forth in the original Offer Notice, and/or (D) after the expiration of an intervening lease to a third party when, in any such case, such ROFO Space once again becomes available. 31.2 Market Rental Rate Defined. “Market Rental Rate” means the prevailing rental rate then charged by landlords of comparable buildings in the northwest Austin, Texas market area, of comparable quality and age as the Building and for comparable space to tenants comparable to Tenant in size, credit quality and stature, and for a comparable period. 31.3.

Terms of Right. If at any time after (i) Landlord and Tenant hereby acknowledge that the Date and during the Term, any space adjacent to the Premises or located on the first floor of the Building Fourth Floor Space may be subdivided into separate suites (the each a “ROFO SpaceFourth Floor Suite”) becomes available or and leased to multiple tenants. (ii) Tenant may exercise this Right of First Offer only with respect to a Fourth Floor Suite if it is becoming available to be vacated by its initial tenant if leased by Landlord. (iii) In the event that Landlord wishes to offer any Fourth Floor Suite for lease, Landlord will shall notify Tenant that such ROFO Space is available for lease or is becoming available, of its availability and such notice will set forth the terms upon which it is available one hundred fifty (150) days in advance. Tenant then shall have ten (10) business days to notify Landlord is willing that Tenant wishes to lease the ROFO Space to prospective tenants; providedFourth Floor Suite on such terms and conditions, however, whereupon the terms shall include that base rent for such ROFO Space shall be at the “Market Rental Rate” (as that term is defined in Section 31.2 below) (the “Offer Notice”). The ROFO Space shall not be deemed available or becoming available for lease to the extent (i) that it is subject to any rights or options in favor parties will enter into an amendment of any other parties that are superior to Tenant’s with respect to the ROFO Space as of the Date, and/or (ii) the ROFO Space is subject to a then- existing lease and the tenant under such then-existing lease is negotiating a modification, amendment, extension or renewal thereof (provided that the ROFO Space will be deemed available if such negotiations are terminated). Provided that a Default does not then exist, and subject to the provisions of this Section 31, Tenant will have ten business days after the receipt of the Offer Notice in which to deliver a written notice to Landlord exercising Tenant’s right to lease all, but not less then all, of the ROFO Space subject to the applicable Offer Notice (the “ROFO Acceptance Notice”). If Tenant delivers the ROFO Acceptance Notice to Landlord within such ten business day period, then Landlord and Tenant will promptly amend this Lease to include the ROFO Fourth Floor Space on as part of the terms stated Premises, which shall be conditioned in all respects upon the Offer Noticevacation of the Floor Fourth Suite by its initial tenant. If Tenant fails to deliver the ROFO Acceptance Notice within such ten business day period, Tenant will shall be conclusively deemed to have rejected declined to lease the Fourth Floor Suite if Tenant shall fail to notify Landlord of its intention to do so within ten (10) business days of Landlord’s notice of the availability of the Fourth Floor Suite, whereupon Tenant’s Right of First Offer Notice. If Tenant rejects or is deemed shall be terminated with respect to have rejected such Fourth Floor Suite without prejudice to any other Fourth Floor Suite comprising the Offer NoticeFourth Floor Space. (iv) Notwithstanding anything to the contrary herein, Tenant’s right Right of First Offer shall in all respects be subject and subordinate to all rights of renewal, rights to expand, rights of first offer with respect refusal and similar rights of other tenants of the Building to whom such rights have been granted prior to the ROFO Space which is the subject date of the Offer Notice will terminate and be of no further force or effect, and Landlord will be free to lease any or all of the ROFO Space that is the subject of the Offer Notice to any prospective tenant at any time after the earlier of the date Tenant rejects the Offer Notice or the expiration of such ten business-day period. Notwithstanding the foregoing, Tenant’s right of first offer with respect to the ROFO Space will be deemed a continuing right, and Landlord shall re-offer previously rejected (or deemed rejected) ROFO Space to Tenant if (A) no lease for such ROFO Space is actively being negotiated or has been executed with a third party within 12 months after Tenant’s rejection or deemed rejection of the Offer Notice, (B) Landlord changes the economic terms upon which it is willing to lease such ROFO Space to prospective tenants to an extent that either the per square foot average effective rental rate is less than 90% of the per square foot average effective rental rate contained in the original Offer Notice or the per square foot per year tenant improvement allowance that is more than 110% of that contained in the original Offer Notice, (C) Landlord is willing to accept a lease for less than 90% of the rentable area of the ROFO Space set forth in the original Offer Notice, and/or (D) after the expiration of an intervening lease to a third party when, in any such case, such ROFO Space once again becomes available. 31.2 Market Rental Rate Defined. “Market Rental Rate” means the prevailing rental rate then charged by landlords of comparable buildings in the northwest Austin, Texas market area, of comparable quality and age as the Building and for comparable space to tenants comparable to Tenant in size, credit quality and stature, and for a comparable period. 31.3this Lease.

Terms of Right. If at any time after the Date and during the Term, any office space adjacent in the 1751 Building, the 1801 Building, the 1851 Building and the office buildings located at 1601 and 0000 Xxxxxx Xxx Xxxxxxx, Xxxxxxx, Xxxxxxxxxx to the Premises or located on the first floor of the Building extent owned by Landlord (the “ROFO Space”) becomes available or is becoming available for lease, Landlord will notify Tenant in writing that such ROFO Space is available for lease or is becoming available, and such notice will set forth the terms upon which Landlord is willing to lease the ROFO Space to prospective tenants; provided, however, the terms shall include that base rent for such ROFO Space shall be at the “Market Rental Rate” (as that term is defined in Section 31.2 below) tenants (the “Offer Notice”). The ROFO Space shall not be deemed available or becoming available for lease to the extent (ia) that it is subject to to, or becomes subject to, any rights or options in favor of any other parties that are superior to Tenant’s with respect to the ROFO Space as of the Lease Date, and/or (iib) the ROFO Space is subject to a then- existing lease and the tenant under such then-existing lease, as such lease is negotiating a modificationmay be modified, amendmentamended, extension extended or renewal thereof (provided that the ROFO Space will be deemed available if such negotiations are terminated)renewed. Provided that a Default does not then exist, and subject to the provisions of this Section 3130, Tenant will have ten 10 business days after the receipt of the Offer Notice in which to deliver a written notice to Landlord exercising Tenant’s right to lease all, but not less then than all, of the ROFO Space subject to the applicable Offer Notice (the “ROFO Acceptance Notice”). If Tenant delivers the ROFO Acceptance Notice to Landlord within such ten business 10 business-day period, then Landlord and Tenant will promptly amend this Lease to include the ROFO Space on the terms stated in the Offer Notice. If Tenant fails to deliver the ROFO Acceptance Notice within such ten business 10 business-day period, Tenant will be deemed to have rejected the Offer Notice. If Tenant rejects or is deemed to have rejected the Offer Notice, Tenant’s right of first offer with respect to the ROFO Space which is the subject of the Offer Notice will terminate and be of no further force or effect, and Landlord will be free to lease any or all of the ROFO Space that is the subject of the such Offer Notice to any prospective tenant at any time after the earlier of the date Tenant rejects the Offer Notice or the expiration of such ten business-10 business day period; provided, however, if Landlord has not entered into a lease for all or any portion of such ROFO Space with a third party within 270 days following the delivery by Landlord to Tenant of the Offer Notice, then, so long as Landlord is not engaged in good faith negotiations with a third party to lease all or a portion of such Offered Space, Landlord agrees that Tenant’s rights under this Section 30 with respect to such ROFO Space shall be reinstated and Landlord shall provide Tenant with an Offer Notice if, as, and to the extent, required under the terms of this Section 30. Notwithstanding the foregoing, Tenant’s right of first offer with respect to the ROFO Space will be deemed a continuing right, right and Landlord shall re-offer previously rejected (or deemed rejected) will apply to each ROFO Space to Tenant if (A) no lease that becomes available or is becoming available for such ROFO Space is actively being negotiated or has been executed with a third party within 12 months after lease; provided, however, that, except as expressly provided in this Section 30.1, upon Tenant’s rejection or deemed rejection of the an Offer Notice, (B) Landlord changes the economic terms upon which it is willing Tenant will have no rights under this Section 30 with respect to lease such ROFO Space to prospective tenants to an extent that either the per square foot average effective rental rate is less than 90% of the per square foot average effective rental rate contained in the original Offer Notice or the per square foot per year tenant improvement allowance that is more than 110% of that contained in the original Offer Notice, (C) Landlord is willing to accept a lease for less than 90% of the rentable area of the ROFO Space set forth in the original subject to such Offer Notice, and/or (D) Notice until after the expiration of an intervening the term of any lease to (and any applicable renewals) by and between Landlord and a third party when, in any such case, relating to such ROFO Space once again becomes available. 31.2 Market Rental Rate Defined. “Market Rental Rate” means the prevailing rental rate then charged by landlords of comparable buildings in the northwest Austin, Texas market area, of comparable quality and age as the Building and for comparable space to tenants comparable to Tenant in size, credit quality and stature, and for a comparable period. 31.3Space.