Common use of First Right of Refusal Clause in Contracts

First Right of Refusal. Subtenant shall have the First Right of Refusal to lease any space that becomes available for lease in the Building. Upon receipt of an acceptable offer to lease available space (the "Acceptable Offer"), Sublessor shall provide Subtenant with notice that it has received such Acceptable Offer. In order to exercise this right, Subtenant must respond, in writing, within fifteen (15) business days, confirming that it will lease said space. Upon exercise, the parties will immediately execute a Sublease Amendment incorporating the expanded space into the original Sublease at a rental rate equal to the lesser of (i) the rate set forth in the Acceptable Offer or (ii) the same rental rates as contained in this Sublease. In the event Subtenant elects to not exercise the above rights with respect to the Acceptable Offer, then Subtenant waives its First Right of Refusal with respect to said Acceptable Offer for the ensuing ninety (90) days. However, after the ninety (90) days or with respect to a different offer or a revision of the Acceptable Offer, Subtenant's expansion rights pursuant to this section of the Sublease shall be reinstated. Notwithstanding anything contained herein to the contrary, Sublessor's negotiations with American Classic Voyagers ("ACV") for the western half of the first floor (as more particularly described on EXHIBIT "D" hereto, the "Exclusion Premises") are excluded from Subtenant's right of first refusal for a period of sixty (60) days after the Lease Commencement Date. If a sublease is not signed with ACV during said sixty (60) day period, any and all rights Subtenant may have with respect to the Exclusion Premises will be reinstated.

First Right of Refusal. Subtenant Tenant shall have the First Right first right of Refusal refusal to lease the contiguous vacant unit at the then market rent. If at any space that becomes available time during the lease term,. Landlord intends to offer the adjacent vacant units for lease to, excluding current occupant. third parties or to accept an offer of a third party to lease the contiguous units, Landlord shall give written notice to Tenant of the rental rate and other material terms upon which Landlord is willing to lease the adjacent units. Tenant shall have twenty-four (24) hours after receipt of notice from Landlord in which to accept such Offer. Tenant shall accept such offer, if at all, only by written notice to Landlord in which Tenant agrees to lease the contiguous space at the price and terms conditions contained in the BuildingLandlord's notice. Upon receipt Landlord shall prepare an amendment to the original lease agreement based on the agreed upon terms and conditions. If Tenant fails to give Landlord notice of an acceptable Tenant's acceptance of tile offer contained in Landlord's notice within the twenty-four (24) hour period, then all rights of the Tenant to lease available the contiguous unit under this agreement shall terminate and Landlord shall have no further obligation to notify Tenant of any other proposed Lease Agreements on the adjacent units. Landlord shall thereafter have the unconditional right to lease the contiguous space to third parties or to accept the offers from third parties to lease the contiguous space without further obligations to the Tenant, provided such Leases are on the substantially the same terms as was offered to Tenant. LANDLORD TENANT /S/ XXXXXX X. XXXXXXXXX /S/ XXXXXXXX XXXXX SECOND ADDENDUM TO THE STANDARD INDUSTRIAL LEASE DATED JUNE 2, 1998 BY AND BETWEEN EMERYVILLE BUSINESS CENTRE. LANDLORD, AND ALIBRUS.A CALIFORNIA CORPORATION, TENANT. AT THE CERTAIN INDUSTRIAL PROPERTY LOCATED AT 0000-00XX XXXXXX, XXXXX 000, XXXXXXXXXX. XX 00000 INSERTS TO LEASE Landlord shall use its best efforts to deliver possession of the Property to Tenant by the Commencement Date. [1] or any insurance policy required to be in force pursuant to the terms of this Section 4,04, even if such policy is not in force due to the breach by Landlord or Tenant of its obligations hereunder. Common Area costs shall also not include any capital expenditures or repairs. the cost of any improvements or modifications requested by or required by particular tenants of the Protect. the costs of repairing any latent defects in the Project and costs arising out of the negligence of Landlord or its contractors or employees. [2] Notwithstanding the foregoing to the contrary, (i) Landlord represents that there is a certificate of occupancy for the Property allowing use of the same for general office purposes. and (ii) Tenant shall have no responsibility or obligation to ensure that the Property complies with applicable codes, including the American's With Disabilities Act, except to the extent Tenant's acts cause such non-compliance. Tenant. However, shall be responsible for a mechanical lift or elevator to mezzanine if required by any governmental agency. [1] Notwithstanding anything contained in this Section 6.01 to the contrary, (i) to Landlord's knowledge, the Property does not violate applicable laws; and (ii) Tenant shall not be required to make any modifications to the Property in order to bring the Property into compliance with applicable laws. except to the extent Tenant's acts cause such non-compliance. Notwithstanding anything contained in this Lease to the contrary, neither Landlord nor Tenant shall be liable to the other with respect to consequential or special damages arising out of any breach or alleged breach of any provision of this Lease or any other conduct of the parties at the Project or the Property. [3] Notwithstanding the foregoing, Tenant shall have no obligation to make any capital improvements or replacements to the Property, except to the extent of damage caused by any act or omission of Tenant. [1] Landlord will make its best efforts, but shall have no obligation to, notify Tenant at time of approval of improvements whether or not Tenant will be required to remove such improvements at the vacation of Premises. [1] with such failure continuing for a period of five (5) days after written notice thereof from Landlord to Tenant. [1] or to any entity that purchases substantially all of the capital stock of Tenant. AGREED AND ACCEPTED AGREED AND ACCEPTED TENANT: Alibrus LANDLORD: Emeryville Business Centre BY: /S/ XXXXXXXX XXXXX BY: /S/ XXXXXX X. XXXXXXXXX DATE: 6/23/98 DATE: 6/24/98 CB COMMERCIAL OPTION TO EXTEND TERM LEASE XXXXX XX COMMERCIAL REAL ESTATE GROUP, INC. BROKERAGE AND MANAGEMENT LICENSED REAL ESTATE BROKER This Rider is attached to and made part of that certain Lease (the "Acceptable OfferLease") dated June 2, 1998 between Emeryville Business Centre, as Landlord, And Alibrus, a California Corporation as Tenant, covering the Property commonly known as 0000 - 00xx Xxxxxx, Xxxxx 000 Xxxxxxxxxx, XX 00000 (the "Property"), Sublessor . The terms used herein shall provide Subtenant with notice that it has received such Acceptable Offer. In order to exercise this right, Subtenant must respond, in writing, within fifteen (15) business days, confirming that it will lease said space. Upon exercise, have the parties will immediately execute a Sublease Amendment incorporating the expanded space into the original Sublease at a rental rate equal to the lesser of (i) the rate same definitions as set forth in the Acceptable Offer Lease. The provisions of this Rider shall supersede any inconsistent or (ii) the same rental rates as contained in this Sublease. In the event Subtenant elects to not exercise the above rights with respect to the Acceptable Offer, then Subtenant waives its First Right of Refusal with respect to said Acceptable Offer for the ensuing ninety (90) days. However, after the ninety (90) days or with respect to a different offer or a revision conflicting provisions of the Acceptable Offer, Subtenant's expansion rights pursuant to this section of the Sublease shall be reinstated. Notwithstanding anything contained herein to the contrary, Sublessor's negotiations with American Classic Voyagers ("ACV") for the western half of the first floor (as more particularly described on EXHIBIT "D" hereto, the "Exclusion Premises") are excluded from Subtenant's right of first refusal for a period of sixty (60) days after the Lease Commencement Date. If a sublease is not signed with ACV during said sixty (60) day period, any and all rights Subtenant may have with respect to the Exclusion Premises will be reinstatedLease.

First Right of Refusal. Subtenant If, during the primary term of this Lease, all or any part of the remaining space (the "First Refusal Space") on the NINTH (9TH) floor of the Building consisting of approximately 8,422 square feet of Net Rentable Area shall become available for lease and provided that no default or event of default by or with respect to Tenant then exists hereunder, Tenant shall have the First Right of Refusal first right and option to lease any such additional space that as such additional space becomes available for lease by Landlord, subject, however, to any extension, renewal and expansion options which may be contained in the Buildinglease agreements between Landlord and other tenants then occupying such additional space. Upon receipt of an acceptable When any such space becomes available for lease by Landlord, Landlord shall first offer to lease such space to Tenant at the First Refusal Rate (as hereinafter defined) and otherwise upon the same terms and conditions as would then be offered by Landlord to unrelated third parties in an arm's-length transaction, said offer to lease such additional space to Tenant to be made in writing by Landlord when such additional spaces become available space for lease. The "First Refusal Rate" means the Adjusted Rental per square foot of NRA per annum to be charged to Tenant for the First Refusal Space and shall equal the greater of (a) the "Acceptable Offer")Adjusted Rental per square foot of NRA per annum which would then be offered by Landlord to unrelated third parties in an arm's-length transaction or (b) the same Adjusted Rental per square foot of NRA per annum which then and thereafter applies to the Premises pursuant to this Lease during the remainder of the term of this Lease and any renewal or extension thereof; provided, Sublessor however, that if the provisions of this subparagraph (b) apply, the term of the lease for the First Refusal Space shall provide Subtenant with not extend beyond the remaining term of this Lease and any renewal or extension hereof. If, within seven (7) days after Landlord gives Tenant notice of the availability of the First Refusal Space, Tenant does not notify Landlord that it has received such Acceptable Offer. In order Tenant elects to exercise this rightits right to lease all of such space so offered on such terms and conditions, Subtenant must respondor if Tenant fails to execute a lease on such terms and conditions for such space within twenty (20) days thereafter, in writingthen Tenant's rights to lease the First Refusal Space shall terminate and expire. Notwithstanding the foregoing, within fifteen (15) business days, confirming that it will Tenant's right to lease said space. Upon exercise, may not be exercised at any time after Tenant, with or without the parties will immediately execute a Sublease Amendment incorporating consent of Landlord, (A) assigns all or any portion of this Lease or (B) sublets more than twenty-five percent (25%) of the expanded space into located in the original Sublease at a rental rate equal Premises for any length of time subsequent to that date which is twelve (12) months prior to when such additional space becomes available for lease, and (iii) shall not inure to the lesser benefit of (i) any assigns or subtenants of Tenant, whether or not any such assignee or subtenant has been approved by Landlord. Nothing herein shall imply that Tenant may assign or sublet all or any portion of this Lease or the rate set forth in Premises without the Acceptable Offer or (ii) the same rental rates as contained in this Sublease. In the event Subtenant elects to not exercise the above rights with respect to the Acceptable Offer, then Subtenant waives its First Right prior written consent of Refusal with respect to said Acceptable Offer for the ensuing ninety (90) days. However, after the ninety (90) days or with respect to a different offer or a revision of the Acceptable Offer, Subtenant's expansion rights pursuant to this section of the Sublease shall be reinstated. Notwithstanding anything contained herein to the contrary, Sublessor's negotiations with American Classic Voyagers ("ACV") for the western half of the first floor (as more particularly described on EXHIBIT "D" hereto, the "Exclusion Premises") are excluded from Subtenant's right of first refusal for a period of sixty (60) days after the Lease Commencement Date. If a sublease is not signed with ACV during said sixty (60) day period, any and all rights Subtenant may have with respect to the Exclusion Premises will be reinstatedLandlord.

First Right of Refusal. Subtenant shall It is hereby agreed that the Lessee has the first right of refusal for the lease of an area on the Entrance Floor of the Leased Building at the time of the signing on this Contract to Xxxxx up to October 14, 2004 (hereinafter: "Area B"). It is hereby clarified that the first right of refusal will be in effect commencing upon completion of the end of the lease period with Xxxxx over Area B, or at the time of the evacuation of Area B by Xxxxx, the earlier of the two. The Lessor estimates the area of Area B to be approximately 307 sq. m. For the purpose of exercising of the above right of refusal, the Lessor will inform the Lessee in writing prior to its leasing out of Area B, that it intends to lease it out in future, together with the details of the intended lessee, the period of the lease, including commencement and termination dates, the rent, the provision of options and/or first right of refusal (hereinafter; the "Lessor's Offer"). Within 30 days of the date of receipt of the Lessor's Offer, the Lessee will have the right to inform the Lessor that it will rent Area B for the lease period stipulated in the Lessor's Offer (hereinafter: "Announcement of Receipt"). Should the Lessee not inform the Lessor of an Announcement of Receipt in writing during the above stated period, the Lessor will be entitled to enter into a lease agreement with the party stipulated in the Lessor's Offer with respect to Area B and under its conditions, by no later than 90 days from the date upon which the Lessee has had the right to deliver the Announcement of Receipt. Should the Lessor fail to enter into an agreement as stated within the above 90 days, or should the intended terms of lease be substantially different from that detailed in the Lessor's Offer, then the Lessor will not be entitled to lease Area B prior to offering it anew to the Lessee, in accordance with the provisions of this Section. In the matter of this sub-section, a substantial change will be considered to be a change of over 5% in the rent paid for it and/or during the lease period, which is the object of the Offer. The parties agree that in the event of the Lessee exercising the First Right of Refusal to lease any space that becomes available for lease as stated in the Building. Upon receipt of an acceptable offer to lease available space (the "Acceptable Offer"), Sublessor shall provide Subtenant with notice that it has received such Acceptable Offer. In order to exercise this right, Subtenant must respond, in writing, within fifteen (15) business days, confirming that it will lease said space. Upon exercisesection, the parties area of Area B will immediately execute be determined in accordance with a Sublease Amendment incorporating the expanded space into the original Sublease at a rental rate equal measurement to the lesser of (i) the rate set forth in the Acceptable Offer or (ii) the same rental rates as contained in this Sublease. In the event Subtenant elects be agreed upon by both parties, and to not exercise the above rights which 15% will be added with respect to the Acceptable Offer, then Subtenant waives its First Right of Refusal with respect to said Acceptable Offer for relative share in the ensuing ninety (90) days. However, after the ninety (90) days or with respect to a different offer or a revision of the Acceptable Offer, Subtenant's expansion rights pursuant to this section of the Sublease shall be reinstated. Notwithstanding anything contained herein to the contrary, Sublessor's negotiations with American Classic Voyagers ("ACV") for the western half of the first floor (as more particularly described on EXHIBIT "D" hereto, the "Exclusion Premises") are excluded from Subtenant's right of first refusal for a period of sixty (60) days after the Lease Commencement Date. If a sublease is not signed with ACV during said sixty (60) day period, any and all rights Subtenant may have with respect to the Exclusion Premises will be reinstated.common property AA29

First Right of Refusal. Subtenant For the first sixty (60) months of this Lease after the Effective Date, so long as the Tenant is Without Default on the date that the Tenant exercises such right, the Tenant shall have a first right of refusal (the First Right “FROR”) in floors or spaces which constitute Expansion Space under Section 3.02 hereinabove upon the same terms and conditions as set forth herein relating to the Premises at the Base Rent then in effect (excluding parking which shall be negotiated at the time of Refusal the FROR) including the same core factor, except that the Tenant Improvement Allowance applicable to lease any space that becomes the FROR Premises (described hereinbelow) shall be prorated using the Tenant Improvement Apportionment Methodology and such Tenant Improvement Allowance funds shall be made available for lease to the Tenant in the Building. Upon receipt of an acceptable offer to lease available space (the "Acceptable Offer"), Sublessor shall provide Subtenant with notice that it has received such Acceptable Offer. In order to exercise this right, Subtenant must respond, in writing, within fifteen (15) business days, confirming that it will lease said space. Upon exercise, the parties will immediately execute a Sublease Amendment incorporating the expanded space into the original Sublease at a rental rate equal to the lesser of (i) the rate same manner as set forth in the Acceptable Offer or Work Letter. After the first sixty (ii60) months from the Effective Date and until the expiration of the Initial Term, the Tenant shall have the FROR upon the same rental terms and conditions agreed to in writing by the Landlord with a bona-fide third party prospective tenant for such floor or space (the “FROR Premises”) and no Tenant Improvement Allowance funds shall be made available to the Tenant, unless otherwise agreed in any amendment to this Lease. In either case, upon the Landlord’s written notice to the Tenant that the Landlord has reached a fully executed written letter of intent to lease to a third party for the FROR Premises (the “FROR Notice”), the FROR Notice shall describe the affected FROR Premises and the terms and conditions of the related offer to lease, the Tenant shall have twenty (20) days to accept the FROR Notice for the FROR Premises in writing (the “FROR Acceptance”) to expand into the FROR Premises the Premises described in the FROR Notice. The Landlord and the Tenant shall enter into an amendment to this Lease within forty-five (45) days of the Tenant’s FROR Acceptance to expand. The FROR Premises shall then be added to and made part of the Premises, except the Rents applicable thereto, as herein determined, shall commence for the FROR Premises one hundred eighty (180) days after the Landlord and the Tenant have fully executed such Lease amendment, provided that the Landlord has substantially completed its construction obligations, if any, for the FROR Premises, unless the Tenant, in its sole discretion, agrees to an earlier commencement. The terms, conditions and rates for parking attributable to the FROR Premises, if applicable, as contained set forth hereinabove, shall be as negotiated between the Tenant and the Landlord independent of other terms described in this Subleasethe FROR Notice and shall be agreed upon in writing before the FROR Acceptance, or the FROR Notice as set forth herein shall be of no further force and effect. The parties hereto acknowledge that the foregoing provisions contemplate that the lease term for any FROR Premises may extend beyond the Initial Term. Notwithstanding the foregoing provision regarding the FROR (subject to the rights of other tenants in the Building as set forth in Exhibit “G”), the Tenant shall also have an ongoing FROR on the 27th and 28th floors of the Building on the same terms and conditions agreed to with a bona-fide third party, except in the case of these two (2) floors, the Tenant’s FROR Acceptance shall be required within five (5) Business Days of the FROR Notice. Otherwise, the time frames stated hereinabove shall apply. None of the FROR options extend to any space in the Building, except the Expansion Space, the 27th and 28th floor (subject to the provisions of the paragraph next above). In the event Subtenant elects to that the Landlord has not exercise the above rights with respect to the Acceptable Offer, then Subtenant waives its First Right of Refusal with respect to said Acceptable Offer entered into a lease for the ensuing ninety FROR Premises on substantially the same terms, as described in the FROR Notice within two hundred seventy (90) days. However, after the ninety (90270) days or with respect to a different offer or a revision of the Acceptable Offer, Subtenant's expansion rights pursuant to this section of the Sublease shall be reinstated. Notwithstanding anything contained herein to the contrary, Sublessor's negotiations with American Classic Voyagers ("ACV") for the western half of the first floor (as more particularly described on EXHIBIT "D" heretoFROR Notice, the "Exclusion Premises") are excluded from Subtenant's right of Landlord shall not thereafter enter into a lease for such FROR Premises without first refusal for delivering a period of sixty (60) days after the Lease Commencement Date. If a sublease is not signed new FROR Notice in connection with ACV during said sixty (60) day period, any and all rights Subtenant may have with respect to the Exclusion Premises will be reinstatedthis Section 3.05.

First Right of Refusal. Subtenant Provided that Tenant is not in breach or default of any of the terms and conditions of this Lease Agreement, Tenant shall have the First Right of Refusal to lease any expand into the approximate 11,020 sq. ft. of space currently leased to OCZ Technologies, Inc. and located at 000 Xxxxx Xxx Xxxxx, Sunnyvale, California (hereinafter referred to as the “Expansion Space”), upon the following terms and conditions: Landlord agrees that becomes available for lease in the Buildingevent such Expansion Space becomes vacant and is proposed to be leased to a third party that prior to executing a lease agreement with a third party for said Expansion Space, Landlord shall notify Tenant and offer said Expansion Space to Tenant in its then “As Is” condition at the highest of the following rents: (i) the rental which Landlord is proposing to lease such Expansion Space to such third party, (ii) the average monthly rental payable by Tenant hereunder for the remainder of the Lease Term, or (iii) the then monthly Fair Market Rent for such Expansion Space. Upon Tenant shall have three (3) business days after receipt of an acceptable offer such notice from Landlord in which to execute a lease available space (the "Acceptable Offer"), Sublessor shall provide Subtenant for such Expansion Space in accordance with notice that it has received such Acceptable Offer. In order to exercise this right, Subtenant must respond, in writing, within fifteen (15) business days, confirming that it will lease said space. Upon exercisehighest rent, the terms of this paragraph and such notice, and the remaining terms and conditions of this Lease; except that paragraphs 42,43, 44,45 and 46 hereof shall be deleted. Such lease for said Expansion Space shall not be less than five years in length. If Tenant executes a lease for such Expansion Space pursuant to the terms hereof, then all existing leases between the parties will immediately execute hereto shall automatically be extended to the last day of the lease term for such Expansion Space (herein “Extended Period”); and the monthly Basic Rent due under each such other existing lease during each such Extended Period, shall be increased (if higher) to a Sublease Amendment incorporating the expanded space into the original Sublease at a rental rate equal to the lesser of (i) monthly rent per square foot which is payable under the rate set forth in the Acceptable Offer or (ii) the same rental rates as contained in this Subleaselease for such Expansion Space. In the event Subtenant elects that Tenant fails to not exercise the above rights with respect to the Acceptable Offerso execute such a lease for such Expansion Space after receipt of such notice from Landlord, then Subtenant waives its First Right of Refusal with respect to said Acceptable Offer for the ensuing ninety (90) days. However, after the ninety (90) days or with respect to a different offer or a revision of the Acceptable Offer, Subtenant's expansion rights pursuant to this section of the Sublease shall be reinstated. Notwithstanding anything contained herein to the contrary, Sublessor's negotiations with American Classic Voyagers ("ACV") for the western half of the first floor (as more particularly described on EXHIBIT "D" hereto, the "Exclusion Premises") are excluded from Subtenant's right of first refusal for a period of sixty (60) days after the Lease Commencement Date. If a sublease is not signed with ACV during said sixty (60) day period, any and all rights Subtenant may have with respect to the Exclusion Premises will be reinstatedof Tenant under this paragraph shall immediately terminate and become void.

First Right of Refusal. Subtenant Provided that Lessee is not in default hereunder, Lessee shall have a continuing right for the area mentioned herein, at Lessee's option (the "First Right of Refusal Option"), but subject to rights provided to other lessee's under existing leases and subject to the renewal or expansion for existing tenants' leases, to lease any space that located on the fourth (4th) floor of the Building, not already covered by this Lease at any time such space becomes available for lease in leasing by Lessor to third parties during the Buildingterm of this Lease. Upon receipt of an acceptable offer to lease available space Lessor shall give Lessee written notice (the "Acceptable OfferFirst Refusal Notice")) when Lessor has determined that such space will be or has become available for leasing by Lessee pursuant to its First Refusal Option, Sublessor together with the economic terms pursuant to which Lessor desires to lease such space, such terms being the greater of the Market Base Rental Rate as defined in this lease or the rate a bona fide arm's-length third party is then offering to pay Lessor for such space. Lessee shall provide Subtenant with notice that it has received have a period of ten (10) business days following receipt of such Acceptable Offer. In order First Refusal Notice in which to determine whether to exercise this right, Subtenant must respond, in writing, within fifteen (15) business days, confirming that it will lease said space. Upon exercise, the parties will immediately execute a Sublease Amendment incorporating the expanded space into the original Sublease at a rental rate equal to the lesser of (i) the rate set forth in the Acceptable Offer or (ii) the same rental rates as contained in this Sublease. In the event Subtenant elects to not exercise the above rights its First Refusal Option with respect to the Acceptable Offersuch space. If Lessee elects to exercise such Option, then Subtenant waives Lessor and Lessee shall enter into an amendment to this Lease whereby Lessee shall lease such space from Lessor in accordance with the economic terms contained in Lessor's proposal described above, but otherwise this new space shall become part of the Premises in accordance with the terms of this lease. If Lessee does not exercise its First Right of Refusal with respect to said Acceptable Offer for the ensuing ninety Option within such ten (90) days. However, after the ninety (90) days or with respect to a different offer or a revision of the Acceptable Offer, Subtenant's expansion rights pursuant to this section of the Sublease shall be reinstated. Notwithstanding anything contained herein to the contrary, Sublessor's negotiations with American Classic Voyagers ("ACV") for the western half of the first floor (as more particularly described on EXHIBIT "D" hereto, the "Exclusion Premises") are excluded from Subtenant's right of first refusal for a period of sixty (60) days after the Lease Commencement Date. If a sublease is not signed with ACV during said sixty (6010) day period, or if Lessor and Lessee are unable to agree upon an amendment covering such space within twenty (20) days after Lessee elects to lease such space, then Lessor may not enter into a lease with any and all rights Subtenant may have with respect such third parties on economic terms materially more favorable to the Exclusion Premises will tenant than the terms offered by Lessor to Lessee pursuant to the First Refusal Notice. If Lessee does not exercise its First Refusal Option within such ten (10) day period, and if the subject space has not been leased to third parties within six (6) months of the First Refusal Notice, then the terms of this Section 51 shall once again be reinstatedapplicable just as if the space has just become available for leasing by Lessee. The First Refusal Notice may be delivered to Lessee at any time following the execution of this Lease.

First Right of Refusal. Subtenant Tenant shall have the First Right right of Refusal first refusal during the Term of the Lease with respect to lease the portion of the Building which is shown on Exhibit G to the Lease. In the event that Landlord is prepared to Lease all or any portion of such additional space that becomes available for lease in to a third party, Landlord shall give to Tenant written notice of the Buildingsame. Upon Tenant shall have the right, within five (5) days of receipt of an acceptable offer such notice, to lease available elect to Lease such additional space on the same terms and conditions as Landlord is prepared to Lease the same to the third party, as disclosed by Landlord's notice, based on similar credit worthiness of each tenant. Tenant's election shall be exercised by written notice to notice, based on similar credit worthiness of each tenant. Tenant's election shall be exercised by written notice to Landlord given prior to the expiration of such five (the "Acceptable Offer"), Sublessor shall provide Subtenant with notice that it has received such Acceptable Offer5) day period. In order to exercise the event that Tenant gives such notice, Landlord and Tenant shall enter into a modification of this right, Subtenant must respond, in writing, within fifteen (15) business days, confirming that it will lease said Lease reflecting the inclusion of the additional space. Upon exerciseIn the event the Tenant does not give such written notice, the parties will immediately execute a Sublease Amendment incorporating the expanded then Landlord shall be free to Lease such additional space into the original Sublease at a rental rate equal to the lesser of (i) intended third party lessee, on the rate terms set forth in the Acceptable Offer or (ii) the same rental rates as contained in this Subleaseoriginal notice given from Landlord to Tenant. In the event Subtenant elects that landlord does not subsequently Lease such additional space to such third party, or discontinues negotiations with such third party, then such additional space shall again become subject to the right of first refusal set forth herein. The right of first refusal set forth herein shall only apply so long as Tenant is not in default hereunder. In the event this Lease is terminated for any reason, the rights granted to Tenant in this paragraph shall also terminate at the same time. In the event Tenant exercises the right of first refusal provided herein and subsequently becomes in default, Landlord may elect, by written notice to Tenant, to terminate Tenant's prior election to exercise the above its right of first refusal, in which event Tenant shall have no rights with respect to the Acceptable Offer, then Subtenant waives its First Right of Refusal with respect to said Acceptable Offer for the ensuing ninety (90) daysadditional space. However, after the ninety (90) days or with respect to a different offer or a revision of the Acceptable Offer, Subtenant's expansion rights pursuant to this section of the Sublease shall be reinstated. Notwithstanding anything contained herein to the contrary, Sublessor's negotiations with American Classic Voyagers ("ACV") for the western half of the first floor (as more particularly described on EXHIBIT "D" hereto, the "Exclusion Premises") are excluded from Subtenant's The right of first refusal for a period of sixty (60) days after the Lease Commencement Date. If a sublease is not signed with ACV during said sixty (60) day period, any and all rights Subtenant may have with respect personal to the Exclusion Premises will be reinstatedTenant named herein and shall only exist so long as the Tenant named herein is in actual occupancy of the Premises.

First Right of Refusal. Subtenant Provided Tenant is not in default under the Lease and provided TRAVEL TECHNOLOGIES GROUP, L.P. is in occupancy of the Premises and has not assigned or sublet it, then Tenant (but not any assignee or subtenant of Tenant) (but not any Transferee) shall have the right, subject to the terms below, to lease any space on the ninth (9th) floor that is available for lease, the space outlined in Exhibit “D-1” attached hereto and labeled “First Right of Refusal Space” (herein so called) subordinate to any existing renewal options or First Rights of Refusal that other tenants may have before it is leased to any third party. In the event any third party expresses interest in leasing all or any portion of the First Right of Refusal Space during the Term of the Lease which Landlord is prepared to lease any space that becomes available for lease accept (“Third Party Interest”), Landlord shall offer the First Right of Refusal Space to Tenant upon the same terms and conditions as provided in the Building. Upon receipt of an acceptable offer to lease available space (the "Acceptable Offer"), Sublessor shall provide Subtenant with notice that it has received such Acceptable Offer. In order to exercise this right, Subtenant must respond, in writing, within fifteen (15) business days, confirming that it will lease said space. Upon exercise, the parties will immediately execute a Sublease Amendment incorporating the expanded space into Lease for the original Sublease at a rental rate equal to the lesser of Premises, except that (i) the rate set forth rent for the First Right of Refusal Space shall be the prevailing market rate, for comparable office space located in the Acceptable Offer or Building, (ii) Tenant shall accept the same rental rates First Right of Refusal Space “As-Is”, unless otherwise agreed to by Landlord and Tenant. Tenant shall notify Landlord in writing of the acceptance of such offer within five (5) three (3) business days after Landlord has delivered such offer to Tenant, specifying that such First Right of Refusal Space has been accepted by Tenant and is a part of the Premises demised pursuant to the Lease for the remainder of the Lease Term and any renewal thereof, if applicable, and containing other appropriate terms and conditions relating to the addition of the First Right of Refusal Space to this Lease (including specifically any increase or adjustment of the rent as contained in this Subleasea result of such addition). In the event Subtenant elects to that Tenant does not exercise the above notify Landlord in writing of its acceptance of such offer within such five (5) three (3) business day period, then Tenant’s rights under this paragraph with respect to the Acceptable Offer, then Subtenant waives its First Right of Refusal with respect Space shall terminate and Landlord shall thereafter be able to said Acceptable Offer for lease the ensuing ninety (90) daysFirst Right of Refusal Space or any portion thereof to any third party. However, after the ninety (90) days or with respect to a different offer or a revision Any termination of the Acceptable Offer, Subtenant's expansion rights pursuant to this section of the Sublease Lease shall be reinstated. Notwithstanding anything contained herein to the contrary, Sublessor's negotiations with American Classic Voyagers ("ACV") for the western half of the first floor (as more particularly described on EXHIBIT "D" hereto, the "Exclusion Premises") are excluded from Subtenant's right of first refusal for a period of sixty (60) days after the Lease Commencement Date. If a sublease is not signed with ACV during said sixty (60) day period, any and terminate all rights Subtenant may have of Tenant with respect to the Exclusion Premises will First Right of Refusal Space. The rights of Tenant with respect to the First Right of Refusal Space shall not be reinstatedseverable from the Lease, nor may such rights be assigned or conveyed in connection with any permitted assignment of the Lease. Landlord’s consent to any assignment of the Lease shall not be construed as allowing an assignment or a conveyance of such rights to any assignee. Nothing herein contained should be construed so as to limit or abridge Landlord’s ability to deal with the First Right of Refusal Space or to lease the First Right of Refusal Space to other tenants, Landlord’s sole obligation being to offer, and if such offer is accepted, to deliver the First Right of Refusal Space to Tenant in accordance with this provision. The Lease shall not be void or voidable, nor shall Landlord be liable to Tenant for any loss or damage resulting from any delay in delivering possession of the First Right of Refusal Space to Tenant, but abatement of the Base Rental attributable to the First Right of Refusal Space from the date of Tenant’s acceptance of Landlord’s offer with respect to the First Right of Refusal offer to the date of actual delivery of the First Right of Refusal Space shall constitute full settlement of all claims that Tenant might have against Landlord by reason of the First Right of Refusal Space not being delivered upon the date of Tenant’s acceptance of Landlord’s offer.

First Right of Refusal. Subtenant Provided that Tenant is not in breach or default of any of the terms and conditions of this Lease Agreement, Tenant shall have the First Right of Refusal to lease any expand into the approximate 9,000 sq. ft. of space currently leased to Spreadtrum, Inc. and located at 000 Xxxx Xxxxxx Xxx, Xxxxxxxxx, Xxxxxxxxxx (hereinafter referred to as the “Expansion Space”), upon the following terms and conditions: Landlord agrees that becomes available for lease in the Buildingevent such Expansion Space becomes vacant and is proposed to be leased to a third party that prior to executing a lease agreement with a third party for said Expansion Space, Landlord shall notify Tenant and offer said Expansion Space to Tenant in its then “As Is” condition at the highest of the following rents: (i) the rental which Landlord is proposing to lease such Expansion Space to such third party, (ii) the average monthly rental payable by Tenant hereunder for the remainder of the Lease Term, or (iii) the then monthly Fair Market Rent for such Expansion Space. Upon Tenant shall have three (3) business days after receipt of an acceptable offer such notice from Landlord in which to execute a lease available space (the "Acceptable Offer"), Sublessor shall provide Subtenant for such Expansion Space in accordance with notice that it has received such Acceptable Offer. In order to exercise this right, Subtenant must respond, in writing, within fifteen (15) business days, confirming that it will lease said space. Upon exercisehighest rent, the terms of this paragraph and such notice, and the remaining terms and conditions of this Lease; except that paragraphs 42,43, 44,45 and 46 hereof shall be deleted. Such lease for said Expansion Space shall not be less than five years in length. If Tenant executes a lease for such Expansion Space pursuant to the terms hereof, then all existing leases between the parties will immediately execute hereto shall automatically be extended to the last day of the lease term for such Expansion Space (herein “Extended Period”); and the monthly Basic Rent due under each such other existing lease during each such Extended Period, shall be increased (if higher) to a Sublease Amendment incorporating the expanded space into the original Sublease at a rental rate equal to the lesser of (i) monthly rent per square foot which is payable under the rate set forth in the Acceptable Offer or (ii) the same rental rates as contained in this Subleaselease for such Expansion Space. In the event Subtenant elects that Tenant fails to not exercise the above rights with respect to the Acceptable Offerso execute such a lease for such Expansion Space after receipt of such notice from Landlord, then Subtenant waives its First Right of Refusal with respect to said Acceptable Offer for the ensuing ninety (90) days. However, after the ninety (90) days or with respect to a different offer or a revision of the Acceptable Offer, Subtenant's expansion rights pursuant to this section of the Sublease shall be reinstated. Notwithstanding anything contained herein to the contrary, Sublessor's negotiations with American Classic Voyagers ("ACV") for the western half of the first floor (as more particularly described on EXHIBIT "D" hereto, the "Exclusion Premises") are excluded from Subtenant's right of first refusal for a period of sixty (60) days after the Lease Commencement Date. If a sublease is not signed with ACV during said sixty (60) day period, any and all rights Subtenant may have with respect to the Exclusion Premises will be reinstated.of Tenant under this paragraph shall immediately terminate and become void. Initials: /s/ Illegible Initials: /s/ Illegible