Common use of Xxxxx of Option; Conditions Clause in Contracts

Xxxxx of Option; Conditions. Tenant shall have the one time right of first offer (the “Right of First Offer”) with respect to any available space in the Building. Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that available space (the “Offering Space”) exists, then, before leasing such Offering Space to a party other than the existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. Landlord shall give Tenant written notice (the “Advice”) of the terms under which Landlord is prepared to lease the Offering Space to Tenant. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: (i) Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b)); or (iii) the Lease has been assigned prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b)); or (iv) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) the existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).

Xxxxx of Option; Conditions. Tenant shall have the one one-time right of first offer (the “Right of First Offer”) with respect to lease any available space in Building 1 (the Building“Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at if Landlord either (x) is prepared to make an offer to lease all or any time after portion of the Offering Space to, or (y) has received an offer to lease all or any portion of the Offering Space, which offer Landlord has determined that available space is prepared to accept, from any bona fide prospect other than the then-current tenant or occupant thereof, Landlord shall advise Tenant (the “Offering Space”) exists, then, before leasing such Offering Space to a party other than the existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. Landlord shall give Tenant written notice (the “ROFO Advice”) of the terms under which of such offer that Landlord is prepared to make or accept, which ROFO Advice shall constitute an offer to lease the Offering Space to TenantTenant on such terms contained in the ROFO Advice for the remainder of the Term. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days seven (7) days after the date of the ROFO Advice, stating either that (i) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, or (ii) Tenant shall lease the Offering Space under the terms in Landlord’s ROFO Advice, except that the Base Rent for such Offering Space shall be at the Prevailing Market rate as determined in Section V, subsections (C), (D), and (F) of this Third Amendment. In the event, Tenant fails to deliver its Notice of Exercise within the aforesaid seven-(7)-day period, Tenant shall be deemed to have declined to exercise its right to lease the Offering Space set forth in Landlord’s ROFO Advice. In no event shall Tenant have such Right of First Offer and Landlord need not provide Tenant with an ROFO Advice, if: (i) Tenant is in default Default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the ROFO Advice; or; (ii) in excess of thirty percent (30%) of the Premises, or any portion thereof, Premises is sublet (excluding, however, subleases for a term, inclusive of extension options, however denominated, not to exceed the lesser of (x) two (2) years or (y) the then remaining balance of the then current Term of the Lease), at the time Landlord would otherwise deliver the ROFO Advice (except other than pursuant to Section 6.1(ba Permitted Transfer as defined in Article 11 of the Lease)); or; (iii) the Lease has been assigned (other than pursuant to a Permitted Transfer as defined in Article 11 of the Lease) prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b)); orROFO Advice; (iv) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) the Offering Space is not intended for the exclusive use of Tenant during the Term; or (viv) the existing tenant less than two (2) years remain in the Offering Space is interested in extending or renewing Third Extended Term, as the same may have been previously extended as provided herein (provided, however, that if Tenant still has the right to exercise its lease for Extension Option under Section V of this Third Amendment, then Landlord shall nevertheless give the Offering Space or entering into a new lease for such Offering Space; or (vii) ROFO Advice, and Tenant has previously leased Offering Space pursuant may elect to this exercise the Right of First OfferOffer provided that, simultaneously with giving the Notice of Exercise, Tenant gives Landlord an Initial Extension Notice under Section V of this Third Amendment; or provided, further, that (viiix) in such event, if Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto fail to agree upon the Prevailing Market Rent as defined in said Section V, Tenant shall be required to give the Rejection Notice, and (subject, however, to y) notwithstanding the provisions of said Section C belowV, the process of determining the Base Rent for the Fourth Extended Term shall not commence until the date that is twelve (12) months before the Extended Termination Date and all deadlines in Section V of this Third Amendment shall be adjusted accordingly).

Xxxxx of Option; Conditions. In addition to the Right of First Refusal set forth in Section 2 of Exhibit F of the Lease, as amended in Section 8.02 below, Tenant shall have the one time an ongoing right of first offer refusal (the “6th Floor Right of First OfferRefusal”) with respect to any available the approximately 41,631 rentable square feet of space in consisting of the Building6th floor of the East Tower, shown on the demising plan attached hereto as Exhibit A-1 (the “6th Floor Refusal Space”). Tenant’s 6th Floor Right of First Offer Refusal shall be exercised as follows: at any time after when Landlord has determined that available space a prospective tenant, other than the then-existing tenant in the applicable portion of the 6th Floor Refusal Space, (the “Offering Space6th Floor Prospect”) exists, then, before interested in leasing such Offering Space to all or a party other than the existing tenant thereof or any party holding existing rights in such Offering Space as portion of the date of this Amendment. 6th Floor Refusal Space, Landlord shall give advise Tenant written notice (the “6th Floor Advice”) of the terms under which Landlord is prepared to lease such portion of the Offering 6th Floor Refusal Space to Tenant. such Prospect and Tenant may lease such Offering Space in its entirety onlyportion of the 6th Floor Refusal Space, under such terms, by delivering providing Landlord with written notice of exercise to Landlord (the “6th Floor Notice of Exercise”) within 5 Business Days after the date of the 6th Floor Advice, except that Tenant shall have no such 6th Floor Right of First Offer Refusal and Landlord need not provide Tenant with an Advice, a 6th Floor Advice if: (i) 1. Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the 6th Floor Advice; or (ii) 2. the Premises, or any portion thereof, is sublet (other than pursuant to a Permitted Transfer, as defined in Section 11 of the Lease) at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))6th Floor Advice; or (iii) 3. the Lease has been assigned (other than pursuant to a Permitted Transfer, as defined in Section 11 of the Lease) prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))6th Floor Advice; or (iv) 4. the 6th Floor Refusal Space is not intended for the exclusive use of Tenant or the transferee of a Permitted Transfer during the Term; or 5. the Tenant or the transferee of a Permitted Transfer is not occupying the Premises on the date Landlord would otherwise deliver the 6th Floor Advice; or (v) the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) the existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).

Xxxxx of Option; Conditions. Tenant shall have the one time an ongoing right of first offer refusal (the “Right of First OfferRefusal”) with respect to any available the approximately 36,885 rentable square feet of space in consisting of the 7th floor of the East Tower Building, shown on the demising plan attached hereto as Exhibit F-1 (the “Refusal Space”). Tenant’s Right of First Offer Refusal shall be exercised as follows: at any time after when Landlord has determined that available space a prospective tenant, other than the then-existing tenant in the applicable portion of the Refusal Space, (the “Offering SpaceProspect”) exists, then, before interested in leasing such Offering Space to all or a party other than the existing tenant thereof or any party holding existing rights in such Offering Space as portion of the date of this Amendment. Refusal Space, Landlord shall give advise Tenant written notice (the “Advice”) of the terms under which Landlord is prepared to lease such portion of the Offering Refusal Space to Tenant. such Prospect and Tenant may lease such Offering Space in its entirety onlyportion of the Refusal Space, under such terms, by delivering providing Landlord with written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days after the date of the Advice, except that Tenant shall have no such Right of First Offer Refusal and Landlord need not provide Tenant with an Advice, Advice if: (i) 1. Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) 2. the Premises, or any portion thereof, is sublet (other than pursuant to a Permitted Transfer, as defined in Section 11 of the Lease) at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iii) 3. the Lease has been assigned (other than pursuant to a Permitted Transfer, as defined in Section 11 of the Lease) prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iv) 4. the Refusal Space is not intended for the exclusive use of Tenant or the transferee of a Permitted Transfer during the Term; or 5. the Tenant or the transferee of a Permitted Transfer is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) the existing tenant . Notwithstanding anything in the Offering Space is interested in extending or renewing its lease for foregoing to the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) contrary, Landlord has previously delivered shall not deliver an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, prior to the provisions earlier of Section C below)the following: (1) the date that is 30 months after the Commencement Date, or (2) the first date by which at least 50% of the Building is leased, it being understood that Landlord will not lease any portion of the Refusal Space to a third party prior to the earlier of such dates.

Xxxxx of Option; Conditions. 1. Subject to the terms of this Section 7.5, Tenant shall have the one a one-time right of first offer (the “Right of First Offer”) with respect to any available space in each of the Building. following suites (and with respect to each portion of each such suite) (each such suite or portion thereof, a “Potential Offering Space”): (i) the 1,152 rentable square feet known as Suite 305 on the third floor of the Building shown on the demising plan attached to the Amendment as Exhibit D, (ii) the 4,475 rentable square feet known as Suite 325 on the third floor of the Building shown on the demising plan attached to the Amendment as Exhibit E, (iii) the 2,478 rentable square feet known as Suite 370 on the third floor of the Building shown on the demising plan attached to the Amendment as Exhibit F, and (iv) the 3,061 rentable square feet known as Suite 375 on the third floor of the Building shown on the demising plan attached to the Amendment as Exhibit G. Tenant’s Right of First Offer shall be exercised as follows: at At any time after Landlord has determined that available space a Potential Offering Space has become Available (the “Offering Space”) existsdefined below), then, but before leasing such Potential Offering Space to a party other than the existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. third party, Landlord shall give provide Tenant with written notice (the “Advice”) advising Tenant of the terms under which Landlord is prepared to lease the such Potential Offering Space (an “Offering Space”) to TenantTenant for the remainder of the Term, and any extension thereof, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as of the date of mutual execution and delivery of the Amendment, such Potential Offering Space shall be deemed to become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery of the Amendment, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Tenant may lease such any Offering Space in its entirety only, under such termsthe terms set forth in the Advice, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days five (5) days after the date of the Advice. 2. Notwithstanding any contrary provision hereof, except that Tenant shall have no such Right of First Offer Offer, and Landlord need shall not be required to provide Tenant with an Advice, with respect to any Potential Offering Space, if: (i) a. Tenant is in default under the Lease beyond any applicable cure periods at the time that period when Landlord would otherwise deliver the Advice; or (ii) b. no more than 50% of the Premises, or any portion thereof, Premises is sublet at (other than to a Permitted Transfer, as defined in Section 14.8 of the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b)); or (iiiLease) the Lease has been assigned prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b)); or (iv) Tenant is not occupying the Premises on the date when Landlord would otherwise deliver the Advice; or c. the Lease has been assigned (vother than pursuant to a Permitted Transfer) before the Offering Space is not intended for date on which Landlord would otherwise deliver the exclusive use of Tenant during the TermAdvice; or (vi) d. Tenant is not occupying the existing tenant in Premises when Landlord would otherwise deliver the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below)Advice.

Xxxxx of Option; Conditions. Tenant shall have the one time right of first offer refusal with respect to each available portion of the approximately 31,397 rentable square feet of space (the each a “Right of First OfferRefusal”, and collectively, the “Rights of First Refusal”) with respect to any available space in known as Suite No. 400 on the Building4th floor of the Building shown on the demising plan attached hereto as Exhibit F-2 (each such portion, a "Refusal Space" and collectively, the "Refusal Spaces"). Each of Tenant’s Right Rights of First Offer Refusal shall be exercised as follows: at any time after when Landlord has determined that available space (the “Offering Space”) existsa prospective tenant, then, before leasing such Offering Space to a party other than the existing tenant thereof or any party holding existing rights in the particular Refusal Space, (in each instance, a "Prospect") interested in leasing such Offering Space as of the date of this Amendment. Refusal Space, Landlord shall give advise Tenant written notice (the “in each instance, an "Advice”") of the terms under which Landlord is prepared to lease the Offering such Refusal Space to Tenant. such Prospect and Tenant may lease such Offering Space in its entirety onlyRefusal Space, under such terms, by delivering providing Landlord with written notice of exercise to Landlord (the “in each instance, a "Notice of Exercise”") within 5 7 Business Days after the date of the applicable Advice, except that Tenant shall have no such Right of First Offer Refusal with respect to such Refusal Space and Landlord need not provide Tenant with an Advice, Advice with respect to such Refusal Space if: (i) 1. Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the AdviceAdvice for such Refusal Space; or (ii) 2. more than 50% of the Premises, or any portion thereof, Premises is sublet (other than pursuant to a Permitted Transfer, as defined in the Lease) at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))for such Refusal Space; or (iii) 3. the Lease has been assigned (other than pursuant to a Permitted Transfer, as defined in the Lease) prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))for such Refusal Space; or (iv) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) the Offering 4. such Refusal Space is not intended for the exclusive use of Tenant during the Term; or (vi) 5. the existing tenant in Tenant is not occupying the Offering Space is interested in extending or renewing its lease for Premises on the Offering Space or entering into a new lease date Landlord would otherwise deliver the Advice for such Offering Refusal Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).

Xxxxx of Option; Conditions. Tenant shall have the one a one-time right of first offer (the “Right of First Offer”) with respect to any available office space in on the Buildingtenth (10th) floor of the Building (each such space being referred to herein as “Offering Space”); provided, however, that if Landlord makes available Offering Space to Tenant prior to December 31, 2014, and Tenant does not timely provide to Landlord a Notice of Exercise, and if Landlord does not consummate a transaction for such Offering Space with a party other than Tenant within 90 days following the date that such Offering Space is offered to Tenant, then Tenant shall have an additional Right of First Offer with respect to such Offering Space tendered to Tenant prior to December 31, 2014. Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that available space an existing tenant in any Offering Space will not extend, renew the term of its lease or enter into a new lease directly with Landlord, for any Offering Space (the “Offering Space”) exists, then, before but prior to leasing such Offering Space to a party other than the existing tenant thereof tenant, subtenant or any party holding existing expansion rights in to such Offering Space space as of the date of this Amendment. Execution Date as provided in Subsection E below), Landlord shall give advise Tenant written notice (the “Advice”) of the terms under which Landlord is prepared to lease the Offering Space to Tenant, including Tenant’s improvement allowance, if any, renewal term and all other terms. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days ten (10) business days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: (i) 1. a Default of Tenant is in default under the Lease beyond any applicable notice and cure periods exists at the time that Landlord would otherwise deliver the Advice; or (ii) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b)); or (iii) the Lease has been assigned prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b)); or (iv) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) the existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).

Xxxxx of Option; Conditions. Tenant shall have the one time right of first offer (the “Right of First Offer”) with respect to any available space the 6,248 rentable square feet known as 0000 Xxx Xxxxxx Xxxxx, Xxxxxxx, Xxxxxxxxxx in the BuildingBuilding as shown on the demising plan attached hereto as Exhibit B (the “Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that available space the existing tenant in the Offering Space will not extend or renew the term of its lease for the Offering Space (the “Offering Space”) exists, then, before but prior to leasing such Offering Space to a party other than the existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. tenant), Landlord shall give advise Tenant written notice (the “Advice”) of the terms under which Landlord is prepared to lease the Offering Space to TenantTenant for the remainder of the Extended Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days 10 business days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: (i) 1. Tenant is in default under the Lease Lease, as amended hereby, beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) 2. the Premises, or any portion thereof, is sublet (other than pursuant to a Permitted Transfer, as defined in Section IX.D of this Amendment) at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iii) 3. the Lease has been assigned (other than pursuant to a Permitted Transfer, as defined in Section IX.D of this Amendment) prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iv) 4. Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) 5. the Offering Space is not intended for the exclusive use of Tenant during the Extended Term; or (vi) 6. the existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) . Notwithstanding the foregoing, if Tenant has previously leased Offering Space pursuant was entitled to this exercise its Right of First Offer; or (viii) , and Landlord has previously delivered an Advice to and such existing tenant do not extend or renew such tenant’s lease of the Offering Space, Tenant and Tenant has not timely delivered shall once again have a Notice Right of Exercise First Offer with respect thereto (subject, however, to the provisions of Section C below)such Offering Space.

Xxxxx of Option; Conditions. Tenant shall have the one time ongoing right of first offer (the “"Right of First Offer”") with respect to any available space in on the Building4th floor of the 3010 Building shown on the demising plan attached hereto as Exhibit C (the "Offering Space"). Tenant’s 's Right of First Offer shall be exercised as follows: at any time after Landlord has determined that available space the existing tenant in the Offering Space will not extend or renew the term of its lease for the Offering Space (the “Offering Space”) exists, then, before but prior to leasing such Offering Space to a party other than the existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. tenant), Landlord shall give advise Tenant written notice (the “"Advice”") of the terms under which Landlord is prepared to lease the Offering Space to TenantTenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “"Notice of Exercise”") within 5 Business Days days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: (i) 1. Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) 2. the Premises, or any portion thereof, is sublet (except in connection with a subletting approved by Landlord as provided for in the Lease) at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iii) 3. the Lease has been assigned (except in connection with an assignment approved by Landlord as provided for in the Lease) prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iv) 4. Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) 5. the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) 6. the existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).

Xxxxx of Option; Conditions. Tenant shall have the a one time right of first offer (the “Right of First Offer”) with respect to any available space in the Buildingfollowing suite (and with respect to each portion of such suite) that becomes Available (as defined below) after the date of mutual execution and delivery of this Amendment (such suite or portion thereof, a “Potential Offering Space”): the 3,142 rentable square feet known as Suite No. 1620 on the 16th floor of the Building shown on the demising plan attached hereto as Exhibit C. Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that available space (the “any Potential Offering Space”) existsSpace has become Available, then, before but prior to leasing such Potential Offering Space to a party other than the any existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. thereof, Landlord shall give advise Tenant written notice (the “Advice”) of the terms under which Landlord is prepared to lease the such Potential Offering Space (an “Offering Space”) to TenantTenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not under lease to a third party as of the date of mutual execution and delivery of this Amendment, such Potential Offering Space shall be deemed to become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) if such Potential Offering Space is under lease to a third party as of the date of mutual execution and delivery this Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that the third-party tenant of such Potential Offering Space will not extend or renew the tem of its lease, or enter into a new lease, for such Potential Offering Space. Tenant may lease such any Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an AdviceAdvice with respect to any Potential Offering Space, if: (i1) Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii2) no more than 50% of the Premises, or any portion thereof, Premises is sublet (other than pursuant to a Business Transfer, as defined in Section 11 of the Lease) at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iii3) the Lease has been assigned (other than pursuant to a Business Transfer, as defined in Section 11 of the Lease) prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iv4) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v5) the such Potential Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) the existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).

Xxxxx of Option; Conditions. Tenant shall have the one time right of first offer (the “Right of First Offer”) with respect to any available space in the Building23,803 rentable square feet known as Suite No. 400 on the 4th floor of the Building shown on the demising plan attached hereto as Exhibit C (the “Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at any time after The termination date of the lease between Landlord and the existing tenant in the Offering Space is November 30, 2008. If Tenant is interested in leasing the Offering Space, Tenant shall provide Landlord with a written notice of such interest no earlier than 120 days prior to such termination date and no later than 90 days prior to such termination date. If Landlord has determined that available space the existing tenant in the Offering Space will not extend or renew its lease of the Offering Space (the “Offering Space”) exists, then, before but prior to leasing such Offering Space to a party other than the existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. tenant), Landlord shall give advise Tenant written notice (the “Advice”) of the terms under which Landlord is prepared to lease the Offering Space to TenantTenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: (i) 1. Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) 2. the Premises, or any portion thereof, is sublet (other than pursuant to a Permitted Transfer, as defined in Article XII of the Lease) at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iii) 3. the Lease has been assigned (other than pursuant to a Permitted Transfer, as defined in Article XII of the Lease) prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iv) 4. Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) 5. the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) 6. the existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).

Xxxxx of Option; Conditions. i. Subject to the terms of this Section 6, Tenant shall have the one time a right of first offer (the “Right of First Offer”) with respect to any available space in each portion of the Buildingthird (3rd), fifth (5th) and sixth (6th) floors of the Building that is not leased by Tenant (each, a “Potential Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at At any time after Landlord has determined that available space a Potential Offering Space has become Available (the “Offering Space”) existsdefined below), then, but before leasing such Potential Offering Space to a party other than third party, Landlord, subject to the existing tenant thereof or any party holding existing rights in such Offering Space as of the date terms of this Amendment. Landlord Section 6, shall give provide Tenant with a written notice (the for purposes of this Section 6, an “Advice”) advising Tenant of the material terms under on which Landlord is prepared to lease the such Potential Offering Space (sometimes referred to herein as an “Offering Space”) to Tenant, which terms shall be consistent with Section 6.2 below. For purposes hereof, a Potential Offering Space shall be deemed to become “Available” as follows: (i) if such Potential Offering Space is not leased to a third party as of the date of mutual execution and delivery of this Lease, such Potential Offering Space shall be deemed to become Available when Landlord has located a prospective tenant that may be interested in leasing such Potential Offering Space; and (ii) if such Potential Offering Space is leased to a third party tenant as of the date of mutual execution and delivery of this Lease, such Potential Offering Space shall be deemed to become Available when Landlord has determined that such third-party tenant, and any occupant of such Potential Offering Space claiming under such third-party tenant, will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space. Upon receiving an Advice, Tenant may lease such the Offering Space Space, in its entirety only, under such termson the terms set forth in the Advice, by delivering to Landlord a written notice (for purposes of exercise to Landlord (the this Section 6, a “Notice of Exercise”) within 5 Business Days five (5) business days after the date of receiving the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: (i) Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b)); or (iii) the Lease has been assigned prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b)); or (iv) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) the existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).

Xxxxx of Option; Conditions. Tenant shall have the one time right of first offer (the “Right of First Offer”) with respect to any available space in the Building1,929 rentable square feet known as Suite No. 980 on the 9th floor of the Building shown on the demising plan attached hereto as Exhibit A-2 (the “Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that available space (i) the “existing tenant in the Offering Space”Space will not extend or renew the term of its lease, or enter into a new lease for the Offering Space and (ii) exists, then, before the Expansion Tenants (defined in Section 9.04.E below) will not exercise their expansion rights to lease the Offering Space (but prior to leasing such Offering Space to a third party other than or the existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. tenant), Landlord shall give advise Tenant written notice (the “Advice”) of the terms under which Landlord is prepared to lease the Offering Space to TenantTenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. Tenant may elect to lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days days after the date of receiving the Advice, except that . Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: (i) 1. Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) 2. the Premises, or any portion thereof, is sublet (other than pursuant to a Permitted Transfer, as defined in Section 11 of the Lease) at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iii) 3. the Lease has been assigned (other than pursuant to a Permitted Transfer, as defined in Section 11 of the Lease) prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iv) 4. Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) or Notwithstanding the Offering Space foregoing, if Tenant is not intended for in violation of one of the exclusive use conditions stated above, Landlord shall provide Tenant reasonable notice of Tenant during such violation in lieu of providing the Term; or (vi) the existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below)Advice.

Xxxxx of Option; Conditions. Tenant shall have the one time right of first offer (the “"Right of First Offer”") with respect to any available the remaining space in the BuildingBuilding (i.e. the building located at 0000 Xxxxx Xxxx Xxxxxxxxx) not part of the Premises as shown on the demising plan attached hereto as Exhibit A-1 (collectively, the "Offering Space"). Tenant’s 's Right of First Offer shall be exercised as follows: at any time after Landlord has determined that available space the existing tenant in a portion of the Offering Space will not extend or renew the term of its lease for such Offering Space (the “Offering Space”) exists, then, before but prior to leasing such Offering Space to a party other than the existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. tenant), Landlord shall give advise Tenant written notice (the “"Advice”") of the terms under which Landlord is prepared to lease such portion of the Offering Space to TenantTenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such portion of the Offering Space as reasonably determined by Landlord. Tenant may lease such portion of the Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “"Notice of Exercise”") within 5 Business Days 10 days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: (i) 1. Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) 2. the Premises, or any portion thereof, is sublet (other than pursuant to a Permitted Transfer, as defined in Section 11 of the Lease) at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iii) 3. the Lease has been assigned (other than pursuant to a Permitted Transfer, as defined in Section 11 of the Lease) prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iv) 4. Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) 5. the applicable portion of the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) 6. the existing tenant in the applicable portion of the Offering Space is interested in extending or renewing its lease for such portion of the Offering Space or entering into a new lease for such portion of the Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).

Xxxxx of Option; Conditions. Tenant shall have the one time on-going right of first offer (the “"Right of First Offer”") with respect to the any available space in within the BuildingSunset North Corporate Campus from time to time owned by Landlord (any such space being referred to herein as the "Offering Space"). Tenant’s 's Right of First Offer shall be exercised as follows: at any time after Landlord has determined that available space (any existing tenant in the “Offering Space which has an existing option to renew or extend its term will not extend or renew the term of its lease for the Offering Space”) exists, then, before whether or not pursuant to such option (but prior to leasing such Offering Space to a party other than the existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. tenant), Landlord shall give advise Tenant written notice (the “"Advice”") of the terms under which Landlord is prepared to lease the Offering Space to TenantTenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord; provided, however, that if Tenant exercises a Right of First Offer within the first 12 months of the initial Term, the Base Rent rate for space added by exercise of this Right of First Offer shall be Base Rent rate then currently payable by Tenant for the Premises. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “"Notice of Exercise”") within 5 10 Business Days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: (i) 1. Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or 2. More than fifty percent (ii50%) of the Premises, or any portion thereof, Rentable Square Footage of the Premises is sublet (other than the Approved Users pursuant to a Permitted Transfer, as defined in Article XII of the Lease) at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iii) the 3. The Lease has been assigned (other than pursuant to a Permitted Transfer) prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or 4. Tenant (ivor Approved Users) Tenant is not occupying at least fifty percent (50%) of the Rentable Square Footage of the Premises on the date Landlord would otherwise deliver the Advice; or (v) the 5. The Offering Space is not intended for the exclusive use of Tenant (and Approved Users) during the Term; or (vi) the 6. The existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).

Xxxxx of Option; Conditions. Tenant shall have the one time right of first offer option (the “Right of First OfferExpansion Option”) with respect to any available lease the space in located on the Building. Tenant’s Right first floor of First Offer shall be exercised as follows: at any time after Landlord has determined that available space the Building containing no less than 10,000 square feet of rentable area located on the first floor of the Building (the “Offering Expansion Space”) exists, then, before leasing such Offering Space if: 1. Tenant is not in default under the Lease beyond any applicable notice and cure periods at the time that Landlord receives the Expansion Notice; and 2. Not more than 22,100 rentable square feet of the Premises is sublet at the time Landlord receives the Expansion Notice; and 3. The Lease has not been assigned to a any party other than the existing tenant thereof or any party holding existing rights in such Offering Space as of a Permitted Transferee prior to the date of this Amendmentthat Landlord receives the Expansion Notice; and 4. Tenant has not vacated or abandoned the Premises at the time Landlord receives the Expansion Notice. Landlord shall give Tenant deliver written notice (the “AdviceExpansion Availability Notice”) to Tenant of the availability of the Expansion Space on or before the date that is nine (9) months prior to the anticipated commencement date of such expansion (such date shall sometimes be referred to herein as the “Notice Deadline”), which anticipated commencement date shall occur during the period beginning on the first day of the 36th month of the Term and ending on the last day of the 54th month of the Term. Landlord’s Expansion Availability Notice shall advise Tenant of the approximate square footage of the Expansion Space and the terms under which Landlord is prepared to lease the Offering such Expansion Space to TenantTenant for the remainder of the Term, which terms shall include abatement of the first full month’s Base Rent and shall reflect the Prevailing Market rate (as defined in Section 33 above); provided, however, that in no event shall the Base Rent rate with respect to the Expansion Space be less than the Base Rent rate then applicable to the original Premises leased hereunder. Tenant may lease such Offering Expansion Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of ExerciseExpansion Acceptance Notice”) within 5 Business Days ten (10) days after the date of the AdviceExpansion Availability Notice. Tenant’s failure to timely deliver an Expansion Acceptance Notice shall be deemed Tenant’s waiver of its right to lease the Expansion Space. If Tenant, except in its reasonable judgment, determines that the rate set forth in Landlord’s Expansion Availability Notice does not accurately reflect the Prevailing Market rate for the Expansion Space, Tenant’s Expansion Acceptance Notice shall also include Tenant’s written notice of rejection of such Prevailing Market rate. Tenant’s failure to include notice of its rejection in its Expansion Acceptance Notice shall be deemed to be an acceptance by Tenant of the Prevailing Market rate designated by Landlord. If Tenant provides Landlord with notice of its rejection of the Prevailing Market rate in a timely manner, Landlord and Tenant shall have no such Right of First Offer work together in good faith to determine the Prevailing Market rate for the Expansion Space. If Landlord and Landlord need not provide Tenant with an Advice, if: fail to agree upon the Prevailing Market rate within thirty (i30) Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b)); or (iii) the Lease has been assigned prior to days after the date Landlord would otherwise deliver of the Advice (except pursuant to Section 6.1(b)); or (iv) Tenant is not occupying Expansion Acceptance Notice, the Premises on the date Landlord would otherwise deliver the Advice; or (v) the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) the existing tenant parties shall participate in the Offering Space is interested appraisal process described in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or Section 33.A.(2) (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C belowa).

Xxxxx of Option; Conditions. Tenant shall have the one time an on-going and recurring right of first offer refusal (the “Right of First OfferRefusal”) with respect to any available up to approximately 41,000 rentable square feet of contiguous space in on the Building11th floor of the Building (the “Refusal Space”). Tenant’s Right of First Offer Refusal shall be exercised as follows: at any time after when Landlord has determined that available space (the “Offering Space”) existsa prospective tenant, then, before leasing such Offering Space to a party other than the existing tenant thereof in the Refusal Space or any party holding existing rights subtenant occupying the Refusal Space (the “Prospect”), interested in such Offering Space as of leasing the date of this Amendment. Refusal Space, Landlord shall give advise Tenant written notice (the “Advice”) of the size of the Refusal Space and terms under which Landlord is prepared to lease the Offering Refusal Space to Tenant. such Prospect and Tenant may lease such Offering the Refusal Space in its entirety only, under such terms, by delivering providing Landlord with written notice of exercise to Landlord (the “Notice of Exercise”) within 5 seven (7) Business Days after the date of the Advice, except that Tenant shall have no such Right of First Offer Refusal and Landlord need not provide Tenant with an Advice, Advice if: (i) Tenant 1. There is in default no Monetary Default or Material Non-Monetary Default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) the 2. The Premises, or any portion thereof, thereof consisting of 5,000 rentable square feet or more is sublet (other than pursuant to a Permitted Transfer, as defined in Article XII of the Lease), at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iii) the 3. The Lease has been assigned prior (other than pursuant to a Permitted Transfer or an Approved User) on the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iv) Tenant 4. The Refusal Space is not intended for the exclusive use of Tenant, a transferee pursuant to a Permitted Transfer or an Approved User during the Term; or 5. None of Tenant, a transferee pursuant to a Permitted Transfer or an Approved User is occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) the existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).

Xxxxx of Option; Conditions. Tenant shall have the one time a continuous right of first offer (the “Right of First Offer”) with respect to any available space in the Building0 Xxxxxxxx Xxxxxxxx becoming available from and after the Execution Date (the “Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that available space the existing tenant in the Offering Space will not exercise its right under its lease to extend or renew the term of its lease for the Offering Space (the “Offering Space”) exists, then, before but prior to leasing such Offering Space to a party other than the existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. tenant), Landlord shall give Tenant written notice (the “Advice”) of the rental terms (base rent, Base Year for additional rent, and free rent, if any), delivery and/or commencement date, build-out provisions (i.e., delivery condition of the Offering Space), and other material business terms under which Landlord is prepared to lease the Offering Space to TenantTenant for the remainder of the Term. In any event, the term for the Offering Space shall be conterminous with the Term of the Lease. The rental rate shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days ten (10) business days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: (i) 1. Tenant is in default Default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) 2. the Premises, or any portion thereof, more than 25% of the Premises is sublet (other than pursuant to Section 18.1.1.2 of the Lease) at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iii) 3. the Lease has been assigned prior to the date Landlord would otherwise deliver the Advice (except other than pursuant to Section 6.1(b)); or (iv18.1.1.2 of the Lease) Tenant is not occupying the Premises on prior to the date Landlord would otherwise deliver the Advice; or (v) the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) 4. the existing tenant in the Offering Space is interested exercises an extension option set forth in extending or renewing its lease for and listed on Exhibit D attached hereto (or agrees to an extension in lieu of the Offering Space or entering into a new lease for exercise of such Offering Spaceexisting option); or 5. less than two (vii2) years remains in the then-current Term (provided, however, that if Tenant still has previously leased Offering Space pursuant the right to this exercise its Extension Option, then Landlord shall nevertheless give the Advice and Tenant may elect to exercise the Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Offer provided that, simultaneously with giving the Notice of Exercise with respect thereto Exercise, Tenant gives Landlord an Initial Extension Notice under Section 38 of the Lease (subjectand, howeverin such instance, Tenant may give the Initial Extension Notice more than fifteen (15) months prior to the provisions expiration of Section C belowthe then-current Term, but Landlord shall not be required to advise Tenant of the Base Rent for the Extension Term until the date that is twelve (12) months before the expiration of such Term).

Xxxxx of Option; Conditions. Tenant shall have the one time an on-going right of first offer (the “Right of First Offer”) with respect to any available the remaining space in on the Building21st floor of the Building shown on the demising plan attached hereto as Exhibit E-1 (the “Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at any time after : (1) when Landlord has determined that available space a prospective tenant (“Prospect”) who has given Landlord written correspondence confirming such Propect’s interest in leasing the “Offering Space”, or (2) existsbefore Landlord has such Propect, thenwithin 10 days of Landlord receiving written notice from Tenant of Tenant’s interest in leasing the Offering Space, before leasing such Offering Space to a party other than the existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. Landlord shall give advise Tenant written notice (the “Advice”) of the terms under which Landlord is prepared to lease the Offering Space to TenantTenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: (i) 1. Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) 2. the Premises, or any portion thereof, is sublet (other than pursuant to a Permitted Transfer, as defined in Article XII of the Lease) at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iii) 3. the Lease has been assigned (other than pursuant to a Permitted Transfer, as defined in Article XII of the Lease) prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iv) 4. Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) 5. the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) the existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).

Xxxxx of Option; Conditions. During the portion of the initial Term commencing on the date occurring 6 months after the Commencement Date (the “ROFO Commencement Date”), Tenant shall have the one time an ongoing right of first offer (the “Right of First Offer”) with respect to any portion (each, an “Offering Space”) of the space located on the first floor of the Magnolia Building (the “Potential Offering Space”) which becomes available space in for lease after the BuildingROFO Commencement Date and before the expiration of the initial Term. Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that available space the existing tenant in any Offering Space will not extend or renew the term of its lease for such Offering Space (the “Offering Space”) exists, then, before but prior to leasing such Offering Space to a party other than the existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. tenant), Landlord shall give advise Tenant written notice (the “Advice”) of the terms under which Landlord is prepared to lease the such Offering Space to TenantTenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, in each case with respect to such Offering Space, if: (i) 1. Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) 2. the Premises, or any portion thereof, is sublet (other than pursuant to a Permitted Transfer, as defined in Section 11 of the Lease) at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iii) 3. the Lease has been assigned (other than pursuant to a Permitted Transfer, as defined in Section 11 of the Lease) prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iv) 4. Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) the 5. such Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) 6. the existing tenant in the such Offering Space is interested in extending or renewing its lease for the such Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).

Xxxxx of Option; Conditions. Tenant shall have the one time right of first offer (the “Right of First Offer”) with respect to any available space in the Buildingremainder of the Building consisting of 157,418 rentable square feet (the “Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that available space the existing tenant in the Offering Space will not extend or renew the term of its lease for the Offering Space (the “Offering Space”) exists, then, before but prior to leasing such Offering Space to a party other than the existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. tenant), Landlord shall give advise Tenant written notice (the “Advice”) of the terms under which Landlord is prepared to lease the Offering Space to TenantTenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: (i) 1. Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) 2. Tenant is not leasing and occupying 50% or more of the Building; or 3. the Premises, or any portion thereof, is sublet (other than pursuant to a Business Transfer, as defined in Section 11 of the Lease) at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iii) 4. the Lease has been assigned (other than pursuant to a Business Transfer, as defined in Section 11 of the Lease) prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iv) 5. Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) 6. the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) the existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).

Xxxxx of Option; Conditions. Tenant shall have the one time right of first offer (the “Right of First Offer”) with respect to any available space in the remaining portion of the second (2nd) floor of the Building, consisting of approximately 10,000 rentable square feet, shown on the demising plan attached hereto as Exhibit F-1 (the “Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that available space the tenant that first enters into a lease for all or a portion of tile Offering Space after the date of this Lease will not extend or renew the term of its lease for the Offering Space (the “Offering Space”) exists, then, before but prior to leasing such Offering Space to a party other than the existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. initial tenant), Landlord shall give advise Tenant written notice (the “Advice”) of the terms under which Landlord is prepared to lease the Offering Space to TenantTenant for the remainder of the Term, which terms shall reflect the First Offer Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days 10 days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: (i) 1. Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) 2. the Premises, or any portion thereof, is sublet (other than pursuant to a Permitted Transfer, as defined in Article XII of the Lease) at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iii) 3. the Lease has been assigned (other than pursuant to a Permitted Transfer, as defined in Article XII of the Lease) prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iv) 4. Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) 5. the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) the existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).

Xxxxx of Option; Conditions. Tenant shall have the one time right of first offer to extend the Term (the “Right of First OfferRenewal Option”) for (i) the entire Premises, (ii) two (2) full floors consisting of floors 7 and 8 or floors 8 and 9, or (iii) Suites 700/725 and 775 for one (1) additional period of 5 years commencing on the day following the Termination Date of the initial Term and ending on the 5th anniversary of the Termination Date (the “Renewal Term”), if: 1. Landlord receives notice of exercise (“Initial Renewal Notice”) not less than 10 full calendar months prior to the expiration of the initial Term and not more than 15 full calendar months prior to the expiration of the initial Term, which Renewal Notice shall specify the portion of the Premises that Tenant desires to renew, in accordance with Section A above; and 2. Tenant is not in Default under the Lease at the time that Tenant delivers its Initial Renewal Notice or at the time Tenant delivers its Binding Notice (as defined below); and 3. The Lease has not been assigned (other than pursuant to a Permitted Transfer, as defined in Section 11.04 of the Lease) prior to the date that Tenant delivers its Initial Renewal Notice or prior to the date Tenant delivers its Binding Notice. If Tenant’s Renewal Notice indicates that Tenant desires to renew a floor of the Premises of which more than 25% is sublet (other than pursuant to a Permitted Transfer, as defined in Section 11.04 of the Lease) at the time that Tenant delivers its Initial Renewal Notice, then Tenant’s Renewal Notice shall not be effective as to such floor unless Tenant represents in Tenant’s Renewal Notice that Tenant intends to occupy at least 75% of such sublet floor within six (6) months following the commencement of the Renewal Term. Nothing in the foregoing shall allow Tenant to renew only the 7th and 9th floor of the Premises if Tenant’s Renewal Notice purports to renew the 7th, 8th and 9th floor Premises but is ineffective with respect to any available space in the Building8th floor Premises pursuant to the foregoing. In such event, Tenant’s Right of First Offer Renewal Notice shall be exercised as follows: at any time after Landlord has determined that available space (the “Offering Space”) exists, then, before leasing such Offering Space to a party other than the existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. Landlord shall give Tenant written notice (the “Advice”) of the terms under which Landlord is prepared to lease the Offering Space to Tenant. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days after the date of the Advice, except that null and void and Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: (i) Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b)); or (iii) the Lease has been assigned prior further right to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b)); or (iv) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) the existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below)Renewal Option.

Xxxxx of Option; Conditions. Tenant shall have the one time ongoing right of first offer (the “Right of First Offer”) with respect to any available space in the BuildingBuilding (each such space, a “Potential Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that available space any Potential Offering Space has become Available (the “Offering Space”) existsdefined below), then, before but prior to leasing such Potential Offering Space to a party other than the any existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. thereof, Landlord shall give advise Tenant written notice (the “Advice”) of the terms under which Landlord is prepared to lease the such Potential Offering Space (an “Offering Space”) to Tenant for the remainder of the Term, which terms shall reflect the Prevailing Market rate for such Offering Space as reasonably determined by Landlord and which term shall reflect a term of not less than five (5) years (except as set forth in Section 37.B below). For purposes hereof, a Potential Offering Space shall be deemed to become “Available” at any time after the date that is one (1) year following the Commencement Date (the “ROFO First Available Date”), except that if (a) such Potential Offering Space is under lease to a third party as of the ROFO First Available Date (an “Existing Tenant”), or (b) a bona fide lease or letter of intent with respect to such Offering Space is on the ROFO First Available Date being negotiated by Landlord on an arms-length basis with a bona fide third party prospective tenant or tenants (a “Prospective Tenant”), then such Potential Offering Space shall be deemed to become Available when Landlord has determined that (i) the Existing Tenant of such Potential Offering Space will not extend or renew the term of its lease, or enter into a new lease, for such Potential Offering Space, or (ii) any Prospective Tenant will not enter into a lease for such Potential Offering Space. Except as provided in the immediately preceding sentence, Tenant’s Right of First Offer shall be superior to any other rights granted to tenants at the Project after the date hereof. Tenant may lease such any Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days ten (10) days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an AdviceAdvice with respect to any Potential Offering Space, if: (i) 1. Tenant is in default under the Lease beyond any applicable notice and cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) 2. More than 22,100 rentable square feet of the Premises, or any portion thereof, Premises is sublet at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iii) the 3. The Lease has been assigned to any party other than a Permitted Transferee prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iv) 4. Subject to Section 37.A.2 above, Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) the existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).

Xxxxx of Option; Conditions. Tenant shall have the one a one-time (subject only to Section 12C below) right of first offer (the “Right of First Offer”) with respect to any available on 12,473 rentable square feet of office space in on the tenth (10th) floor of the Building, shown as “Oglivy 12,473 RSF” on Exhibit B, Second Amendment, attached hereto and incorporated herein (such space being referred to herein as “Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that available space an existing tenant in the Offering Space will not extend, renew the term of its lease or enter into a new lease directly with Landlord, for the entirety of the Offering Space (but prior to leasing the “Offering Space”) exists, then, before leasing such Offering Space to a party other than the existing tenant thereof tenant, subtenant or any party holding existing expansion rights in to such Offering Space space as of the date of this Amendment. Execution Date as provided in Subsection E below), Landlord shall give advise Tenant written notice (the “Advice”) of the terms under which Landlord is prepared to lease the Offering Space to Tenant, including the Base Rent, the base years for operating costs and taxes, Tenant’s improvement allowance, if any, renewal term and all other terms. Tenant may lease such the Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 ten (10) Business Days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: 1. a Default of Tenant (ias said term is defined in Section 18 of the Lease) Tenant is in default under the Lease beyond any applicable cure periods exists at the time that Landlord would otherwise deliver the Advice; or (ii) the Premises, or any portion thereof, is sublet at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b)); or (iii) the Lease has been assigned prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b)); or (iv) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) the existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).

Xxxxx of Option; Conditions. Tenant shall have the one time right of first offer (the “Right of First Offer”) with respect to any available the approximately 2,476 rentable square feet of space in known as suite 270 on the Building2nd floor of the Building and shown on the demising plan attached hereto as Schedule F-1 (the “Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that available space the existing tenant in the subject portion of the Offering Space will not extend or renew the term of its lease for such Offering Space (the “Offering Space”) exists, then, before but prior to leasing such Offering Space to a party other than the existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. tenant), Landlord shall give advise Tenant written notice (the “Advice”) of the of the size and location of Offering Space and the terms under which Landlord is prepared to lease the such Offering Space to TenantTenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days 10 days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if: (i) 1. Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) 2. the Premises, or any portion thereof, is sublet (other than pursuant to a Business Transfer, as defined in Article 11 of the Lease) at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iii) 3. the Lease has been assigned (other than pursuant to a Business Transfer, as defined in Article 11 of the Lease) prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iv) 4. Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) 5. the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) 6. the existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).

Xxxxx of Option; Conditions. Tenant shall have the one time right of first offer refusal (the “Right of First OfferRefusal”) with respect to any available space the approximately 12,000 rentable square feet in the BuildingBuilding shown on the demising plan attached hereto as Exhibit F-1 (the “Refusal Space”). Landlord and Tenant acknowledge and agree that as of the date of this Lease, the Refusal Space is currently vacant and unoccupied. The Refusal Space shall be deemed “Available to Lease” if Landlord has leased the Refusal Space to a third party tenant and subsequently determined that such third party tenant in the Refusal Space will not extend or renew the term of its lease for the Refusal Space. Tenant’s Right of First Offer Refusal shall be exercised as follows: at any time after when the Refusal Space is Available to Lease and Landlord has determined that available space a prospective tenant (the “Offering SpaceProspect”) existsinterested in leasing the Refusal Space, then, before leasing such Offering Space to a party other than the existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. Landlord shall give advise Tenant written notice (the “Advice”) of the terms under which Landlord is prepared to lease the Offering Refusal Space to Tenant. such Prospect and Tenant may lease such Offering Space in its entirety onlythe Refusal Space, under such terms, by delivering providing Landlord with written notice of exercise to Landlord (the “Notice of Exercise”) within 5 Business Days days after the date of the Advice. Notwithstanding anything to the contrary contained herein, except that Tenant shall have no Right of First Refusal and Landlord need not provide Tenant with an Advice with respect to the initial leasing of the Refusal Space to a third party tenant after the date of this Lease. In addition, Tenant shall have no such Right of First Offer Refusal and Landlord need not provide Tenant with an Advice, Advice if: (i) 1. Tenant is in default Default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) 2. the Premises, or any portion thereof, is sublet (other than pursuant to a Permitted Transfer, as defined in Article 11 of the Lease) at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iii) 3. the Lease has been assigned (other than pursuant to a Permitted Transfer, as defined in Article 11 of the Lease) prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iv) 4. the Refusal Space is not intended for the exclusive use of Tenant during the Term; or 5. the Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) 6. the Offering third party tenant that initially lease the Refusal Space is not intended for after the exclusive use date of Tenant during the Term; or (vi) the existing tenant in the Offering Space this Lease is interested in extending extended or renewing its lease for the Offering Refusal Space or entering into a new lease for such Offering Refusal Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).

Xxxxx of Option; Conditions. Tenant shall have the one a one-time right of first offer (the “Right of First Offer”) with respect to any available space in each of: (i) the Building14,007 rentable square feet of office space, known as Suite 0120 and located on the first (1st) floor of the Building (the “First Floor RFO Premises”), as shown on Exhibit B, First Amendment, attached hereto and incorporated herein, and (ii) the 13,694 rentable square feet of office space, known as Suite 0310 and located on third (3rd) floor of the Building (the “Third Floor RFO Premises”), as shown on Exhibit B-1, First Amendment, attached hereto and incorporated herein (each of the First Floor RFO Premises and Third Floor RFO Premises, an “Offering Space”). Tenant’s Right of First Offer shall be exercised as follows: at any time after Landlord has determined that available space the existing tenant in the applicable Offering Space will not extend or renew the term of its lease for the applicable Offering Space (the “Offering Space”) exists, then, before but prior to leasing such Offering Space to a party other than the existing tenant thereof or any party holding existing expansion rights in to such Offering Space space as of the date of this Amendment. Execution Date as provided in Subsection E below), Landlord shall give advise Tenant written notice (the “Advice”) of the terms under which Landlord is prepared to lease the Offering Space to Tenant, including the Base Rent, Tenant’s improvement allowance, if any, renewal term and all other terms. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the “Notice of Exercise”) within 5 ten (10) Business Days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if:: If Tenant does not accept the terms set forth in the Advice by delivering a Notice of Exercise within such 10-day period, and, subject to the conditions listed in paragraphs 1 through 6 immediately above, Landlord thereafter is prepared to offer such space on new terms that have a net economic value that is less than 90% of the net economic value of the terms set forth in the Advice, Landlord agrees to offer such new terms to Tenant by delivering an updated Advice to Tenant, in which event the foregoing provisions of this Section 6 shall govern as if the updated Advice were the original Advice delivered to Tenant, including without limitation the requirement that Tenant shall exercise such Right of First Offer, if at all, by delivering a Notice of Exercise within ten (10) Business Days after the date of the updated Advice. (i) 1. a Default of Tenant is in default under the Lease beyond any applicable notice and cure periods exists at the time that Landlord would otherwise deliver the Advice; or 2. no more than fifty (ii50) percent of the Premises, or any portion thereof, is sublet (other than pursuant to a Permitted Transfer, as defined in Section 11 of the Lease) at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iii) 3. the Lease has been assigned (other than pursuant to a Permitted Transfer, as defined in Section 11 of the Lease) prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b))Advice; or (iv) 4. Tenant is not occupying more than fifty (50) percent the Premises on the date Landlord would otherwise deliver the Advice; or 5. less than two (v2) the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) the existing tenant years remain in the Offering Space is interested Term (provided, however, that if Tenant still has the right to exercise its Extension Option set forth in extending or renewing its lease for Exhibit F of the Offering Space or entering into a new lease for such Offering Space; or (vii) Lease, then Landlord shall nevertheless give the Advice and Tenant has previously leased Offering Space pursuant may elect to this exercise the Right of First OfferOffer provided that, simultaneously with giving the Notice of Exercise, Tenant gives Landlord an Initial Extension Notice under Section 1.A(i) of Exhibit F of the Lease (and, in such event, the prohibition on giving the Initial Extension Notice more than twelve (12) months before the end of the Term shall be waived); or provided, further, that (viiix) in such event, if Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice fail to agree upon the Prevailing Market Rent as defined in said Section 1.F of Exercise with respect thereto (subjectsaid Exhibit F, however, Landlord and Tenant shall submit the determination of the Prevailing Market Rent to arbitration pursuant to the provisions of Section C below)1.D of Exhibit F; and (y) notwithstanding the provisions of said Section, the process of determining the Base Rent for the Extension Term shall not commence until the date that is nine (9) months before the Extended Termination Date and all deadlines in said Section 1 of Exhibit F shall be adjusted accordingly. 6. As of the date hereof, the parties acknowledge that the Third Floor RFO Premises is currently vacant. Notwithstanding anything to the contrary contained herein, the Third Floor RFO Premises shall not be deemed available for lease to Tenant until the Third Floor RFO Premises has been leased to a third party and thereafter Landlord determines that such third party tenant of such Third Floor RFO Premises will vacate such Third Floor RFO Premises.

Xxxxx of Option; Conditions. Tenant shall have the one time right of first offer (the “"Right of First Offer”") with respect to any available the approximately 2,042 rentable square feet of space in known as Suite No. 970 on the Building9th floor of the Building shown on the demising plan attached hereto as Exhibit A (the "Offer Space"). Tenant’s 's Right of First Offer shall be exercised as follows: at any time after prior to Landlord has determined that available space (leasing the “Offering Space”) exists, then, before leasing such Offering Offer Space to a party other than the existing tenant thereof or any party holding existing rights in such Offering Space as of the date of this Amendment. Offer Space, Landlord shall give advise Tenant written notice (the “"Advice”") of the terms under which Landlord is prepared to lease the Offering Offer Space to TenantTenant for the remainder of the Lease term; provided that (a) if Landlord provides the Advice on or before October 31, 2008, then the Advice shall provide that Tenant shall pay Base and Additional Rent according to the terms of the Lease, including any Allowance, so long as such Allowance is pro-rated to reflect the term of the Offer Space, and (b) if Landlord provides the Advice on or before October 31, 2009, then the Advice shall provide that Tenant shall pay Base Rent in an amount that does not exceed 103.5% of the Base Rent set forth in the Lease, including any Allowance, so long as such Allowance is pro-rated to reflect the term of the Offer Space, and that Additional Rent shall be as set forth in the Lease. Tenant may lease such Offering Space in its entirety onlythe Offer Space, under such terms, by delivering providing Landlord with written notice of exercise to Landlord (the “"Notice of Exercise”") within 5 Business Days days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, Advice if: (i) : i Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or (ii) or ii the Premises, or any portion thereof, is sublet (other than pursuant to a Business Transfer, as defined in Section 11.05 of the Lease) at the time Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b)); or (iii) the Lease has been assigned prior to the date Landlord would otherwise deliver the Advice (except pursuant to Section 6.1(b)); or (iv) Tenant is not occupying the Premises on the date Landlord would otherwise deliver the Advice; or (v) the Offering Space is not intended for the exclusive use of Tenant during the Term; or (vi) the existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space; or (vii) Tenant has previously leased Offering Space pursuant to this Right of First Offer; or (viii) Landlord has previously delivered an Advice to Tenant and Tenant has not timely delivered a Notice of Exercise with respect thereto (subject, however, to the provisions of Section C below).