Common use of Other Material Terms Clause in Contracts

Other Material Terms. Under the terms of the Right of First Offer, you must exercise your rights, if at all, as to the Designated Offer Space on the depiction attached to this Offer Notice within [ ] days after Landlord delivers such Offer Notice. Accordingly, you have until 5:00PM local time on , 20_, to exercise your rights under the Right of First Offer and accept the terms as contained herein, failing which your rights under the Right of First Offer shall terminate and Landlord shall be free to lease the Designated Offer Space to any third party. If possible, any earlier response would be appreciated. Please note that your acceptance of this Offer Notice shall be irrevocable and may not be rescinded. Upon receipt of your acceptance herein, Landlord and Tenant shall execute an amendment to the Lease memorializing the terms of this Otter Notice including the inclusion of the Designated Otter Space in the Premises; provided, however, that the failure by Landlord and Tenant to execute such amendment shall not affect the inclusion of such Designated Offer Space in the Premises in accordance with this Offer Notice. THE FAILURE TO ACCEPT THIS OFFER NOTICE BY (1) DESIGNATING THE "ACCEPTED" BOX, AND (2) EXECUTING AND RETURNING THIS OFFER NOTICE TO LANDLORD WITHOUT I - 4 MODIFICATION WITHIN SUCH TIME PERlOD SHALL BE DEEMED A WAIVER OF TENANT'S RlGHTS UNDER THE RlGHT OF FIRST OFFER FOR SUCH DESIGNATED SPACE, AND TENANT SHALL HAVB NO FURTHER RlGHTS TO THE DESIGNATED OFFER SPACE. THE FAILURE TO EXECUTE THIS LETTER WITHIN SUCH TIME PERlOD SHALL BE DEEMED A WAIVER OF THIS OFFER NOTICE. Should you have any questions, do not hesitate to call. Sincerely, [please check appropriate box} ACCEPTED o REJECTED o CIENA CORPORATION, a Delaware corporation By: Name: Title: Date: Enclosure [attach depiction a/Designated Offer Space] I - 5 EXHIBIT J BUILDING 2 WORK LETTER AND BUILDING 2 BASE BUILDING DESCRIPTION Landlord shall complete the base-building for Building 2 (the ''Building 2 Base Building") in accordance with the specifications for such base-building construction set forth in Schedule 1 attached hereto ("Building 2 Specifications") and plans specified on Schedule 2 attached hereto (the ''Building 2 Base Building Plans") in a good and workmanlike manner (the "Building 2 Base Building Work"). Landlord shall pay all costs for designing the Building 2 Base Building (excluding the tenant improvements) and, except as expressly set forth to the contrary in Schedule 1, Landlord shall bear all costs of the Building 2 Base Building Work (excluding the tenant improvements). All terms and provisions regarding the Tenant Improvements to be constructed by Landlord in the Building 2 Premises, as set forth in Exhibit D to this Lease (with the except~on of Landlord's Design Allowance), shall be .applicable to the Building 2 Premises as if the Building 2 Premises were the Building 1 Premises (and all references to the Premises, Building, Tenant Improvements, Building Structure, Building Systems, and similar terms shall be deemed to apply only to Building 2), except that: (I) the following dates shall be substituted in Section 2(a) and Section 3 (a) for the Space Plans Delivery Deadline, the Working Drawings Delivery Deadline and the Governmental Plan Approval Deadline, respectively: 2(a): Building 2 Space Plans Delivery Deadline -November 28,2011; 3(a): Building 2 Working Drawings Delivery Deadline -85% percent complete drawings March.5, 2012; (II) final (i.e., 100% complete) Working Drawings April 2, 2012 (and for the purpose of this Subpart II, the terms of Section 3(a) of Exhibit D will apply to both the 85% complete Working Drawings and the final (i.e., 100% complete) Working Drawings as if restated in its entirety for both sets of plans); and (III) the following text shall be added after the last sentence of Section 5: Notwithstanding the foregoing terms of this Section 5, Tenant may request reasonable changes to the following three (3) matters, on or before the date that the 85% complete Building 2 Working Drawings must be complete and, so long as such changes do not materially impact the Building 2 Base Building or the Building 2 Base Building Plans and Tenant uses diligent commercially reasonable efforts to facilitate and cooperate with Landlord to promptly effectuate any such requested changes, such change requests will not be deemed to be Tenant Delay: (i) exhaust venting for computer lab space, (ii) infrastructure for a kitchen/cafeteria space, and (iii) venting for a kitchen/cafeteria space. The Delay Penalties for the Work performed under this Exhibit J shall not exceed Two Thousand Dollars ($2,000) for the first thirty (30) days of delay and Ten Thousand ($10,000) for each day of delay from (and including) the thirty-first (31st) day until (and including) the ninetieth (90th) day, and Twelve Thousand Dollars ($12,000) for each day of delay thereafter. The Construction Allowance for the Building 2 Premises (and the applicable portions of the Work on Schedule 1) shall be Seventy Dollars ($70.00) per rentable square foot in the Building 2 Premises. The Agent CM Fee shall be paid for the Building 2 Work as set forth in Section 10 of Exhibit D (with respect to the Building 2 Work), provided that the Construction Allowance (applicable to the Building 2 Premises) may be used to fund the same as set forth in Section 10 of Exhibit D. Landlord shall not provide an additional design layout allowance with respect to Building 2 and the amount specified therefor Exhibit D applies to the same for both the Building 1 Premises and the Building 2 Premises (notwithstanding anything to the contrary). Tenant may not begin drawing funds from the Construction Allowance (applicable to Building 2) following the date of this Lease as set forth in Exhibit D. ·Landlord and Tenant agree that the Agent at Risk selected by Landlord (the "Building 2 Agent at Risk") for the Building 2 Base Building Work will be the same Agent at Risk selected by Landlord for the Work with respect to the Building 2 Tenant Improvements. The Building 2 Agent at Risk may, at Landlord's option, be different than the Agent at Risk that performs the Work with respect to Building 1, but the Building 2 Agent at Risk will be selected by Landlord from the list of parties identified on Schedule 1 of Exhibit D. J - 1 For the purpose of this Exhibit J, Substantial Completion of the Building 2 Tenant Improvements means that the Building 2 Base Building Work is substantially completed, the Work (with respect to the Building 2 Tenant Improvements) is substantially completed and (as selected by Landlord) either Landlord's architect or Tenant's architect shall have certified the same on a standard form AlA form 704 certificate or similar certification, and the Building 2 Premises and the immediate parking areas associated with Building 2 shall be usable and accessible and substantially free of debris. Notwithstanding. the foregoing terms of this paragraph, Substantial Completion of the Work (with respect to the Building 2 Tenant Improvements) shall have occurred even though minor details of construction, decoration, landscaping and mechanical adjustments remain to be completed by Landlord, provided that the same do not materially interfere with Tenant's business operations. For the purpose of determining solely whether any of the Building 2 FF&E Condition, and/or the Building 2 Lab Space, have achieved "Substantial Completion," the same will deemed to have occurred when the same is substantially completed in substantial accordance with the Working Drawings therefor, and either (as selected by Landlord) Landlord's architect or Tenant's architect shall have certified the same on a standard form AlA form 704 certificate or similar certification . . If Landlord elects for Tenant's architect to make any such certification of substantial completion as aforesaid, then Tenant agrees to cause its architect to reasonably provide the same. J - 2 SCHEDULE l BUILDING 2 BASE BUILDING SPECIFICATIONS Unless otherwise expressly provided in this Schedule, all of the following work shall be performed at Landlord's sole cost and expense. Category Item Specifications Energy Efficiency LEED Certification Building 2 base building will be built to standards expected to earn it certification as LEED Gold. The certification will not be obtained until completion of the Building 2 base building. Super Structure Structure Reinforced concrete load-bearing exterior wall structure with structural steel framing and composite concrete floor desks. Column Spacing 30'-0" x 35'-0" (typical) Floor Load Floors 2 and 3 - 100 lbs. per square foot dead load (except as set forth below in the next sentence). Tenant's leased space for (i) 2 bays on floor 2 (as designated on Schedule 3 of this Exhibit J), and the first floor, 250 lbs. per square foot live load. Slab to Slab Height 14' - 0"

Other Material Terms. Under the terms of the Right of First OfferRefusal, you must exercise your rights, if at all, as to the Designated Offer Refusal Space on the depiction attached to this Offer Refusal Notice within [ ] five days after Landlord delivers such Offer Refusal Notice. Accordingly, you have until 5:00PM 5:00 p.m. local time on , 20200__, to exercise your rights under the Right of First Offer Refusal and accept the terms as contained herein, failing which your rights under the Right of First Offer Refusal shall terminate and Landlord shall be free to lease the Designated Offer Refusal Space to any third party. If possible, any earlier response would be appreciated. Please note that your acceptance of this Offer Refusal Notice shall be irrevocable and may not be rescinded. Upon receipt of your acceptance herein, Landlord and Tenant shall execute an amendment to the Lease memorializing the terms of this Otter Refusal Notice including the inclusion of the Designated Otter Refusal Space in the Premises; provided, however, that the failure by Landlord and Tenant to execute such amendment shall not affect the inclusion of such Designated Offer Refusal Space in the Premises in accordance with this Offer Refusal Notice. THE FAILURE TO ACCEPT THIS OFFER REFUSAL NOTICE BY (1) DESIGNATING THE "“ACCEPTED" ” BOX, AND (2) EXECUTING AND RETURNING THIS OFFER REFUSAL NOTICE TO LANDLORD WITHOUT I - 4 MODIFICATION WITHIN SUCH TIME PERlOD PERIOD SHALL BE DEEMED A WAIVER OF TENANT'S RlGHTS ’S RIGHTS UNDER THE RlGHT RIGHT OF FIRST OFFER FOR SUCH DESIGNATED SPACEREFUSAL, AND TENANT SHALL HAVB HAVE NO FURTHER RlGHTS RIGHTS TO THE DESIGNATED OFFER REFUSAL SPACE. THE FAILURE TO EXECUTE THIS LETTER WITHIN SUCH TIME PERlOD PERIOD SHALL BE DEEMED A WAIVER OF THIS OFFER REFUSAL NOTICE. Should you have any questions, do not hesitate to call. Sincerely, By: Name: Title: [please check appropriate box} ] ACCEPTED o ¨ REJECTED o CIENA CORPORATION¨ ENERGYTEC, INC., a Delaware Nevada corporation By: Name: Title: Date: Enclosure [attach depiction a/Designated Offer of Refusal Space] I - 5 EXHIBIT J BUILDING 2 WORK LETTER AND BUILDING 2 BASE BUILDING DESCRIPTION Landlord shall complete the base-building for Building 2 (the ''Building 2 Base Building") in accordance with the specifications for such base-building construction set forth in Schedule 1 attached hereto ("Building 2 Specifications") and plans specified on Schedule 2 attached hereto (the ''Building 2 Base Building Plans") in a good and workmanlike manner (the "Building 2 Base Building Work"). Landlord shall pay all costs for designing the Building 2 Base Building (excluding the tenant improvements) and▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇, except as expressly set forth to the contrary in Schedule 1, Landlord shall bear all costs of the Building 2 Base Building Work (excluding the tenant improvements). All terms and provisions regarding the Tenant Improvements to be constructed by Landlord in the Building 2 Premises, as set forth in Exhibit D to this Lease (with the except~on of Landlord's Design Allowance), shall be .applicable to the Building 2 Premises as if the Building 2 Premises were the Building 1 Premises (and all references to the Premises, Building, Tenant Improvements, Building Structure, Building Systems, and similar terms shall be deemed to apply only to Building 2), except that: (I) the following dates shall be substituted in Section 2(a) and Section 3 (a) for the Space Plans Delivery Deadline, the Working Drawings Delivery Deadline and the Governmental Plan Approval Deadline, respectively: 2(a): Building 2 Space Plans Delivery Deadline -November 28,2011; 3(a): Building 2 Working Drawings Delivery Deadline -85% percent complete drawings March.5, 2012; (II) final (i.e., 100% complete) Working Drawings April 2, 2012 (and for the purpose of this Subpart II, the terms of Section 3(a) of Exhibit D will apply to both the 85% complete Working Drawings and the final (i.e., 100% complete) Working Drawings as if restated in its entirety for both sets of plans); and (III) the following text shall be added after the last sentence of Section 5: Notwithstanding the foregoing terms of this Section 5, Tenant may request reasonable changes to the following three (3) matters, on or before the date that the 85% complete Building 2 Working Drawings must be complete and, so long as such changes do not materially impact the Building 2 Base Building or the Building 2 Base Building Plans and Tenant uses diligent commercially reasonable efforts to facilitate and cooperate with Landlord to promptly effectuate any such requested changes, such change requests will not be deemed to be Tenant Delay: (i) exhaust venting for computer lab space, (ii) infrastructure for a kitchen/cafeteria space, and (iii) venting for a kitchen/cafeteria space. The Delay Penalties for the Work performed under this Exhibit J shall not exceed Two Thousand Dollars ($2,000) for the first thirty (30) days of delay and Ten Thousand ($10,000) for each day of delay from (and including) the thirty-first (31st) day until (and including) the ninetieth (90th) day, and Twelve Thousand Dollars ($12,000) for each day of delay thereafter. The Construction Allowance for the Building 2 Premises (and the applicable portions of the Work on Schedule 1) shall be Seventy Dollars ($70.00) per rentable square foot in the Building 2 Premises. The Agent CM Fee shall be paid for the Building 2 Work as set forth in Section 10 of Exhibit D (with respect to the Building 2 Work), provided that the Construction Allowance (applicable to the Building 2 Premises) may be used to fund the same as set forth in Section 10 of Exhibit D. Landlord shall not provide an additional design layout allowance with respect to Building 2 and the amount specified therefor Exhibit D applies to the same for both the Building 1 Premises and the Building 2 Premises (notwithstanding anything to the contrary). Tenant may not begin drawing funds from the Construction Allowance (applicable to Building 2) following the date of this Lease as set forth in Exhibit D. ·Landlord and Tenant agree that the Agent at Risk selected by Landlord (the "Building 2 Agent at Risk") for the Building 2 Base Building Work will be the same Agent at Risk selected by Landlord for the Work with respect to the Building 2 Tenant Improvements. The Building 2 Agent at Risk may, at Landlord's option, be different than the Agent at Risk that performs the Work with respect to Building 1, but the Building 2 Agent at Risk will be selected by Landlord from the list of parties identified on Schedule 1 of Exhibit D. J - 1 For the purpose of this Exhibit J, Substantial Completion of the Building 2 Tenant Improvements means that the Building 2 Base Building Work is substantially completed, the Work (with respect to the Building 2 Tenant Improvements) is substantially completed and (as selected by Landlord) either Landlord's architect or Tenant's architect shall have certified the same on a standard form AlA form 704 certificate or similar certification, and the Building 2 Premises and the immediate parking areas associated with Building 2 shall be usable and accessible and substantially free of debris. Notwithstanding. the foregoing terms of this paragraph, Substantial Completion of the Work (with respect to the Building 2 Tenant Improvements) shall have occurred even though minor details of construction, decoration, landscaping and mechanical adjustments remain to be completed by Landlord, provided that the same do not materially interfere with Tenant's business operations. For the purpose of determining solely whether any of the Building 2 FF&E Condition, and/or the Building 2 Lab Space, have achieved "Substantial Completion," the same will deemed to have occurred when the same is substantially completed in substantial accordance with the Working Drawings therefor, and either (as selected by Landlord) Landlord's architect or Tenant's architect shall have certified the same on a standard form AlA form 704 certificate or similar certification . . If Landlord elects for Tenant's architect to make any such certification of substantial completion as aforesaid, then Tenant agrees to cause its architect to reasonably provide the same. J - 2 SCHEDULE l BUILDING 2 BASE BUILDING SPECIFICATIONS Unless otherwise expressly provided in this Schedule, all of the following work shall be performed at Landlord's sole cost and expense. Category Item Specifications Energy Efficiency LEED Certification Building 2 base building will be built to standards expected to earn it certification as LEED Gold. The certification will not be obtained until completion of the Building 2 base building. Super Structure Structure Reinforced concrete load-bearing exterior wall structure with structural steel framing and composite concrete floor desks. Column Spacing 30'-0" x 35'-0" (typical) Floor Load Floors 2 and 3 - 100 lbs. per square foot dead load (except as set forth below in the next sentence). Tenant's leased space for (i) 2 bays on floor 2 (as designated on Schedule 3 of this Exhibit J), and the first floor, 250 lbs. per square foot live load. Slab to Slab Height 14' - 0"▇▇▇▇▇

Other Material Terms. Under the terms of the Right of First OfferRefusal, you must exercise your rights, if at all, as to the Designated Offer Refusal Space on the depiction attached to this Offer Refusal Notice within [ ] ______ days after Landlord delivers such Offer Refusal Notice. Accordingly, you have until 5:00PM 5:00 p.m. local time on _______________, 20__, to exercise your rights under the Right of First Offer Refusal and accept the terms as contained herein, failing which your rights under the Right of First Offer Refusal shall terminate and Landlord shall be free to lease the Designated Offer Refusal Space to any third party. If possible, any earlier response would be appreciated. Please note that your acceptance of this Offer Refusal Notice shall be irrevocable and may not be rescinded. Upon receipt of your acceptance herein, Landlord and Tenant shall execute an amendment to the Lease memorializing the terms of this Otter Refusal Notice including the inclusion of the Designated Otter Refusal Space in the Premises; provided, however, that the failure by Landlord and Tenant to execute such amendment shall not affect the inclusion of such Designated Offer Refusal Space in the Premises in accordance with this Offer Refusal Notice. THE FAILURE TO ACCEPT THIS OFFER REFUSAL NOTICE BY (1) DESIGNATING THE "“ACCEPTED" ” BOX, AND (2) EXECUTING AND RETURNING THIS OFFER REFUSAL NOTICE TO LANDLORD WITHOUT I - 4 MODIFICATION WITHIN SUCH TIME PERlOD PERIOD SHALL BE DEEMED A WAIVER OF TENANT'S RlGHTS ’S RIGHTS UNDER THE RlGHT RIGHT OF FIRST OFFER FOR SUCH DESIGNATED SPACE, AND TENANT SHALL HAVB NO FURTHER RlGHTS REFUSAL AS TO THE DESIGNATED OFFER SPACESET FORTH IN THIS REFUSAL NOTICE. THE FAILURE TO EXECUTE THIS LETTER WITHIN SUCH TIME PERlOD PERIOD SHALL BE DEEMED A WAIVER OF THIS OFFER REFUSAL NOTICE. Should you have any questions, do not hesitate to call. Sincerely, [please check appropriate box} ACCEPTED o ☐ REJECTED o CIENA CORPORATION, a Delaware corporation By: ☐ Name: Title: Date: Enclosure [attach depiction of Designated Refusal Space] Provided no Event of Default then exists, Landlord shall, prior to offering any of the space in the Building (the “Offer Space”) to any party, first offer to lease to Tenant the Offer Space; such offer shall (a/) be in writing, (b) specify the part of the Offer Space being offered to Tenant hereunder (the “Designated Offer Space] I - 5 EXHIBIT J BUILDING 2 WORK LETTER AND BUILDING 2 BASE BUILDING DESCRIPTION Landlord ”), and (c) specify the lease terms for the Designated Offer Space, including the rent to be paid for the Designated Offer Space and the date on which the Designated Offer Space shall complete be included in the base-building for Building 2 Premises (the ''Building 2 Base Building") in accordance with the specifications for such base-building construction set forth in Schedule 1 attached hereto ("Building 2 Specifications") and plans specified on Schedule 2 attached hereto (the ''Building 2 Base Building Plans") in a good and workmanlike manner (the "Building 2 Base Building Work"“ROFO Notice”). Landlord shall pay all costs for designing Notwithstanding the Building 2 Base Building (excluding the tenant improvements) andforegoing, except as expressly set forth to the contrary in Schedule 1, Landlord shall bear all costs of the Building 2 Base Building Work (excluding the tenant improvements). All terms and provisions regarding the Tenant Improvements to be constructed by Landlord in the Building 2 Premises, as set forth in Exhibit D to this Lease (with the except~on of Landlord's Design Allowance), shall be .applicable to the Building 2 Premises as if the Building 2 Premises were the Building 1 Premises (and all references to the Premises, Building, Tenant Improvements, Building Structure, Building Systems, and similar terms shall be deemed to apply only to Building 2), except that: (I) the following dates shall be substituted in Section 2(a) and Section 3 (a) for the Space Plans Delivery Deadline, the Working Drawings Delivery Deadline and the Governmental Plan Approval Deadline, respectively: 2(a): Building 2 Space Plans Delivery Deadline -November 28,2011; 3(a): Building 2 Working Drawings Delivery Deadline -85% percent complete drawings March.5, 2012; (II) final (i.e., 100% complete) Working Drawings April 2, 2012 (and for the purpose of this Subpart II, the terms of Section 3(a) of Exhibit D will apply to both the 85% complete Working Drawings and the final (i.e., 100% complete) Working Drawings as if restated in its entirety for both sets of plans); and (III) the following text shall be added after the last sentence of Section 5: Notwithstanding the foregoing terms of this Section 5, Tenant may request reasonable changes to the following three (3) matters, ROFO Notice is delivered on or before the date that last day of the 85% complete Building 2 Working Drawings must be complete and12th Lease Month, so long as such changes do not materially impact the Building 2 Base Building or the Building 2 Base Building Plans and Tenant uses diligent commercially reasonable efforts to facilitate and cooperate with Landlord to promptly effectuate any such requested changes, such change requests will not be deemed to be Tenant Delay: then (i) exhaust venting the economic terms for computer lab spacethe Designated Offer Space shall be the same as applicable to the existing Premises (net of any increase to the Base Rental based on any Additional Construction Allowance utilized by Tenant pursuant to EXHIBIT D), and (ii) infrastructure for Landlord shall provide to Tenant a kitchen/cafeteria spaceconstruction allowance equal to the product of (A) $40.00 per rentable square feet in the Designated Offer Space, and (iiiB) venting a fraction whose numerator is the number of months remaining in the initial Term after Tenant begins paying Basic Rental for the Designated Offer Space and whose denominator is the number of months in the initial Term. Landlord and Tenant shall negotiate in good faith for a kitchen/cafeteria spaceperiod of fifteen days from delivery of the Offer Notice in an attempt to agree on all terms and provisions of the lease for such Designated Offer Space, provided that in any event the term for such space shall be co-terminous with the Lease. The Delay Penalties If Landlord and Tenant have not reached agreement on the terms of a lease for such Designated Offer Space within the Work performed fifteen-day period referenced above, then Landlord shall have the right to market the Designated Offer Space subject to Tenant’s on-going right of first refusal set forth in EXHIBIT K. Tenant’s rights under this Exhibit J shall not exceed Two Thousand Dollars terminate if ($2,000a) this Lease or Tenant’s right to possession of the Premises is terminated, (b) the size of the Premises has been reduced to less than 70% of the initial Total Premises Rentable Square Feet (at the time of Lease execution), or (c) less than two full calendar years remain in the initial Term of this Lease. The right of first offer evidenced by this Exhibit is an on-going right. Accordingly, if Tenant fails to timely exercise its option as to any portion of the Offer Space, and Landlord enters into a lease with a third party for such portion of the Offer Space, if such portion of the Offer Space once again becomes available to lease, such space shall be subject to the right of first offer evidenced by this Exhibit (unless Tenant’s rights under this Exhibit terminate pursuant to the first thirty (30) days sentence of delay and Ten Thousand ($10,000) for each day of delay from (and including) the thirty-first (31st) day until (and including) the ninetieth (90th) day, and Twelve Thousand Dollars ($12,000) for each day of delay thereafterthis paragraph). The Construction Allowance for the Building 2 Premises (and the applicable portions rights of the Work on Schedule 1) shall Tenant under this EXHIBIT K may be Seventy Dollars ($70.00) per rentable square foot in the Building 2 Premises. The Agent CM Fee shall be paid for the Building 2 Work as set forth in Section 10 of Exhibit D (with respect assigned to the Building 2 Work)any permitted or approved assignee or permitted or approved subtenant, provided that as to any subtenant such subtenant must occupy at least 70% of the Construction Allowance (applicable to the Building 2 Premises) may be used to fund the same as set forth in Section 10 of Exhibit D. Landlord shall not provide an additional design layout allowance with respect to Building 2 and the amount specified therefor Exhibit D applies to the same for both the Building 1 Premises and the Building 2 Premises (notwithstanding anything except for temporary periods due to the contrary)casualty or remodeling) and must meet Landlord’s reasonable criteria concerning creditworthiness, use and character. If Tenant may not begin drawing funds from the Construction Allowance (applicable to Building 2) following the date of assigns or sublets this Lease as set forth in to a portion (but less than all) of the Premises, only one party may exercise rights under this Exhibit D. ·Landlord and Tenant agree (i.e., this Exhibit shall never be split among multiple parties). THIS AGREEMENT, made as , 201 , between [ ] LAND, LP, a Texas limited partnership having an address of ____________________________________, with a copy to _________________________________ ("Fee Owner"), lessor under that the Agent at Risk selected by Landlord certain lease (the "Building 2 Agent at RiskPrime Lease") for more fully described on Exhibit A hereto affecting premises located in and more fully described on Exhibit B hereto (the Building 2 Base Building Work will be the same Agent at Risk selected by Landlord for the Work with respect to the Building 2 Tenant Improvements. The Building 2 Agent at Risk may, at Landlord's option, be different than the Agent at Risk that performs the Work with respect to Building 1, but the Building 2 Agent at Risk will be selected by Landlord from the list of parties identified on Schedule 1 of Exhibit D. J - 1 For the purpose of this Exhibit J, Substantial Completion of the Building 2 Tenant Improvements means that the Building 2 Base Building Work is substantially completed, the Work (with respect to the Building 2 Tenant Improvements) is substantially completed and (as selected by Landlord) either Landlord's architect or Tenant's architect shall have certified the same on a standard form AlA form 704 certificate or similar certification, and the Building 2 Premises and the immediate parking areas associated with Building 2 shall be usable and accessible and substantially free of debris. Notwithstanding. the foregoing terms of this paragraph, Substantial Completion of the Work (with respect to the Building 2 Tenant Improvements) shall have occurred even though minor details of construction, decoration, landscaping and mechanical adjustments remain to be completed by Landlord, provided that the same do not materially interfere with Tenant's business operations. For the purpose of determining solely whether any of the Building 2 FF&E Condition, and/or the Building 2 Lab Space, have achieved "Substantial Completion," the same will deemed to have occurred when the same is substantially completed in substantial accordance with the Working Drawings therefor, and either (as selected by Landlord) Landlord's architect or Tenant's architect shall have certified the same on a standard form AlA form 704 certificate or similar certification . . If Landlord elects for Tenant's architect to make any such certification of substantial completion as aforesaid, then Tenant agrees to cause its architect to reasonably provide the same. J - 2 SCHEDULE l BUILDING 2 BASE BUILDING SPECIFICATIONS Unless otherwise expressly provided in this Schedule, all of the following work shall be performed at Landlord's sole cost and expense. Category Item Specifications Energy Efficiency LEED Certification Building 2 base building will be built to standards expected to earn it certification as LEED Gold. The certification will not be obtained until completion of the Building 2 base building. Super Structure Structure Reinforced concrete load-bearing exterior wall structure with structural steel framing and composite concrete floor desks. Column Spacing 30'-0" x 35'-0" (typical) Floor Load Floors 2 and 3 - 100 lbs. per square foot dead load (except as set forth below in the next sentence). Tenant's leased space for (i) 2 bays on floor 2 (as designated on Schedule 3 of this Exhibit JPremises"), and __________________, a _________________ having an address of ___________________________, with a copy to __________________________ ("Tenant"), tenant under a lease with _____________, LLC, a Texas limited liability company, as landlord, dated ___________, 201___ affecting a portion of the first floor, 250 lbsPremises (the "Sublease"). per square foot live load. Slab to Slab Height 14' - 0"Fee Owner and Tenant hereby agree as follows:

Other Material Terms. Under the terms of the Right of First Offer, you must exercise your rights, if at all, as to the Designated Offer Space on the depiction attached to this Offer Notice within [ ] days after Landlord delivers such Offer Notice. Accordingly, you have until 5:00PM local time on , 20_, to exercise your rights under the Right of First Offer and accept the terms as contained herein, failing which your rights under the Right of First Offer shall terminate and Landlord shall be free to lease the Designated Offer Space to any third party. If possible, any earlier response would be appreciated. Please note that your acceptance of this Offer Notice shall be irrevocable and may not be rescinded. Upon receipt of your acceptance herein, Landlord and Tenant shall execute an amendment to the Lease memorializing the terms of this Otter Notice including the inclusion of the Designated Otter Space in the Premises; provided, however, that the failure by Landlord and Tenant to execute such amendment shall not affect the inclusion of such Designated Offer Space in the Premises in accordance with this Offer Notice. THE FAILURE TO ACCEPT THIS OFFER NOTICE BY (1) DESIGNATING THE "ACCEPTED" BOX, AND (2) EXECUTING AND RETURNING THIS OFFER NOTICE TO LANDLORD WITHOUT I - 4 MODIFICATION WITHIN SUCH TIME PERlOD SHALL BE DEEMED A WAIVER OF TENANT'S RlGHTS UNDER THE RlGHT OF FIRST OFFER FOR SUCH DESIGNATED SPACE, AND TENANT SHALL HAVB NO FURTHER RlGHTS TO THE DESIGNATED OFFER SPACE. THE FAILURE TO EXECUTE THIS LETTER WITHIN SUCH TIME PERlOD SHALL BE DEEMED A WAIVER OF THIS OFFER NOTICE. Should you have any questions, do not hesitate to call. Sincerely, [please check appropriate box} ACCEPTED o REJECTED o CIENA CORPORATION, a Delaware corporation By: Name: Title: Date: Enclosure [attach depiction a/Designated Offer Space] I - 5 EXHIBIT J BUILDING 2 WORK LETTER AND BUILDING 2 BASE BUILDING DESCRIPTION Landlord shall complete the base-building for Building 2 (the ''Building 2 Base Building") in accordance with the specifications for such base-building construction set forth in Schedule 1 attached hereto ("Building 2 Specifications") and plans specified on Schedule 2 attached hereto (the ''Building 2 Base Building Plans") in a good and workmanlike manner (the "Building 2 Base Building Work"). Landlord shall pay all costs for designing the Building 2 Base Building (excluding the tenant improvements) and, except as expressly set forth to the contrary in Schedule 1, Landlord shall bear all costs of the Building 2 Base Building Work (excluding the tenant improvements). All terms and provisions regarding the Tenant Improvements to be constructed by Landlord in the Building 2 Premises, as set forth in Exhibit D to this Lease (with the except~on of Landlord's Design Allowance), shall be .applicable to the Building 2 Premises as if the Building 2 Premises were the Building 1 Premises (and all references to the Premises, Building, Tenant Improvements, Building Structure, Building Systems, and similar terms shall be deemed to apply only to Building 2), except that: (I) the following dates shall be substituted in Section 2(a) and Section 3 (a) for the Space Plans Delivery Deadline, the Working Drawings Delivery Deadline and the Governmental Plan Approval Deadline, respectively: 2(a): Building 2 Space Plans Delivery Deadline -November 28,2011; 3(a): Building 2 Working Drawings Delivery Deadline -85% percent complete drawings March.5, 2012; (II) final (i.e., 100% complete) Working Drawings April 2, 2012 (and for the purpose of this Subpart II, the terms of Section 3(a) of Exhibit D will apply to both the 85% complete Working Drawings and the final (i.e., 100% complete) Working Drawings as if restated in its entirety for both sets of plans); and (III) the following text shall be added after the last sentence of Section 5: Notwithstanding the foregoing terms of this Section 5, Tenant may request reasonable changes to the following three (3) matters, on or before the date that the 85% complete Building 2 Working Drawings must be complete and, so long as such changes do not materially impact the Building 2 Base Building or the Building 2 Base Building Plans and Tenant uses diligent commercially reasonable efforts to facilitate and cooperate with Landlord to promptly effectuate any such requested changes, such change requests will not be deemed to be Tenant Delay: (i) exhaust venting for computer lab space, (ii) infrastructure for a kitchen/cafeteria space, and (iii) venting for a kitchen/cafeteria space. The Delay Penalties for the Work performed under this Exhibit J shall not exceed Two Thousand Dollars ($2,000) for the first thirty (30) days of delay and Ten Thousand ($10,000) for each day of delay from (and including) the thirty-first (31st) day until (and including) the ninetieth (90th) day, and Twelve Thousand Dollars ($12,000) for each day of delay thereafter. The Construction Allowance for the Building 2 Premises (and the applicable portions of the Work on Schedule 1) shall be Seventy Dollars ($70.00) per rentable square foot in the Building 2 Premises. The Agent CM Fee shall be paid for the Building 2 Work as set forth in Section 10 of Exhibit D (with respect to the Building 2 Work), provided that the Construction Allowance (applicable to the Building 2 Premises) may be used to fund the same as set forth in Section 10 of Exhibit D. Landlord shall not provide an additional design layout allowance with respect to Building 2 and the amount specified therefor Exhibit D applies to the same for both the Building 1 Premises and the Building 2 Premises (notwithstanding anything to the contrary). Tenant may not begin drawing funds from the Construction Allowance (applicable to Building 2) following the date of this Lease as set forth in Exhibit D. ·Landlord and Tenant agree that the Agent at Risk selected by Landlord (the "Building 2 Agent at Risk") for the Building 2 Base Building Work will be the same Agent at Risk selected by Landlord for the Work with respect to the Building 2 Tenant Improvements. The Building 2 Agent at Risk may, at Landlord's option, be different than the Agent at Risk that performs the Work with respect to Building 1, but the Building 2 Agent at Risk will be selected by Landlord from the list of parties identified on Schedule 1 of Exhibit D. J - 1 For the purpose of this Exhibit J, Substantial Completion of the Building 2 Tenant Improvements means that the Building 2 Base Building Work is substantially completed, the Work (with respect to the Building 2 Tenant Improvements) is substantially completed and (as selected by Landlord) either Landlord's architect or Tenant's architect shall have certified the same on a standard form AlA form 704 certificate or similar certification, and the Building 2 Premises and the immediate parking areas associated with Building 2 shall be usable and accessible and substantially free of debris. Notwithstanding. the foregoing terms of this paragraph, Substantial Completion of the Work (with respect to the Building 2 Tenant Improvements) shall have occurred even though minor details of construction, decoration, landscaping and mechanical adjustments remain to be completed by Landlord, provided that the same do not materially interfere with Tenant's business operations. For the purpose of determining solely whether any of the Building 2 FF&E Condition, and/or the Building 2 Lab Space, have achieved "Substantial Completion," the same will deemed to have occurred when the same is substantially completed in substantial accordance with the Working Drawings therefor, and either (as selected by Landlord) Landlord's architect or Tenant's architect shall have certified the same on a standard form AlA form 704 certificate or similar certification . . If Landlord elects for Tenant's architect to make any such certification of substantial completion as aforesaid, then Tenant agrees to cause its architect to reasonably provide the same. J - 2 SCHEDULE l BUILDING 2 BASE BUILDING SPECIFICATIONS Unless otherwise expressly provided in this Schedule, all of the following work shall be performed at Landlord's sole cost and expense. Category Item Specifications Energy Efficiency LEED Certification Building 2 base building will be built to standards expected to earn it certification as LEED Gold. The certification will not be obtained until completion of the Building 2 base building. Super Structure Structure Reinforced concrete load-bearing exterior wall structure with structural steel framing and composite concrete floor desks. Column Spacing 30'-0" x 35'-0" (typical) Floor Load Floors 2 and 3 - 100 lbs. per square foot dead load (except as set forth below in the next sentence). Tenant's leased space for (i) 2 bays on floor 2 (as designated on Schedule 3 of this Exhibit J), and the first floor, 250 lbs. per square foot live load. Slab to Slab Height 14' - 0";