Common use of Right of First Negotiation Clause in Contracts

Right of First Negotiation. If at any time through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Space.

Right of First Negotiation. If In the event that (a) Licensor or any Ex-Territory Sublicensee incorporates any Company Tech Transfer Materials into any regulatory filing related to a Product in the Field outside of the Territory pursuant to Section 2.6 and (b) Licensor wishes to sell or license its rights with respect to such Product in the Field in any jurisdiction outside of the Territory (provided that, for the avoidance doubt, Licensor shall not be permitted to sell, license, assign or otherwise transfer any of its rights with respect to Company Tech Transfer Materials unless otherwise permitted under this Agreement), Licensor shall, and hereby does, grant to Company and its Affiliates an exclusive and sole right of first option (the “Exclusive Option”), at any time through Company’s election, to acquire or license such rights in such jurisdiction upon such terms as may be mutually agreed upon by the Parties in writing (the “Ex-Territory Rights Agreement”). Licensor shall promptly notify Company in writing of the occurrence of the events in clauses (a) and including (b) triggering the date that is thirty six Exclusive Option and Company shall have a period of [***] following such notice to provide Licensor with written notice identifying Company’s desire to exercise the Exclusive Option with a proposal of the terms to acquire or license such rights (36the “Option Exercise Notice”). For a period of [***] thereafter (the “Terms Sheet Negotiation Period”), the Parties shall negotiate the terms sheet for the Ex-Territory Rights Agreement in good faith (the “Ex-Territory Rights Terms Sheet”). Upon execution of the Ex-Territory Rights Terms Sheet, the Parties shall negotiate in good faith the Ex-Territory Rights Agreement. In the event (i) months Company fails to provide the Option Exercise Notice prior to the Expiration Date foregoing [***] period, (as ii) the same may be extended)Parties are unable to execute the Ex-Territory Rights Terms Sheet within the Terms Sheet Negotiation Period, Landlord intends or (iii) the Parties fail to lease all or any portion enter into and execute the Ex-Territory Rights Agreement within the later of (x) [***] following the execution of the third floor Ex-Territory Rights Terms Sheet and (y) [***] following Company’s delivery of the building within the Project known as 4160 Dublin Boulevard Option Exercise Notice, Licensor shall be free to solicit and negotiate a transaction with one (the “4160 Building”1) or all or any part of the second floor of the Building more Third Parties (collectively, the a “Additional SpaceThird Party Transaction”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, that Licensor shall not enter into a Third Party Transaction on terms and conditions that, in the aggregate, are less favorable to Licensor than the terms last proposed by Company without first bringing such terms to Company. Company shall have a period of [***] to notify Licensor if Landlord does not lease it will match such Additional Premises within ninety (90) days after the expiration terms and provide Licensor written notice exercising such right. Following Licensor’s receipt of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Leasewritten notice, the lease Parties will negotiate for a period of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according up to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “[***] (or such longer period as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer mutually agreed upon by the Parties) to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spaceexecute an Ex-Territory Rights Agreement containing such terms.

Right of First Negotiation. If at any time through and including (A) In the date event that Reliant develops a new invention that is thirty six (36) months prior a patentable improvement or that involves Reliant Know-How and, in either case, is either directly on the Exclusive Products or substantially related to the Expiration Date Exclusive Products, and Reliant desires to license such technology to any one or more third parties (as the same may be extendedeach, a "RELIANT INVENTION"), Landlord intends Reliant shall provide SLT with written notice thereof and hereby grants SLT the first right of negotiation with respect to lease all each such Reliant Invention. With respect to each such Reliant Invention, SLT shall within thirty (30) days after receipt of such notice notify Reliant in writing either that (i) SLT is interested in negotiating to enter into a commercial license therefor, or any portion (ii) SLT has no interest in such Reliant Invention and therefore rejects such right of negotiation with respect thereto. If SLT notifies Reliant within thirty (30) days that SLT desires to negotiate to enter into a commercial license with respect to a Reliant Invention, the parties shall negotiate in good faith for up to sixty (60) days after such notification regarding the terms pursuant to which Reliant would license such Reliant Invention to SLT. Failure by SLT to give notice of its interest or lack of interest in negotiating for such rights with respect to a Reliant Invention within thirty (30) days after receipt of written notice from Reliant as described in the first sentence of this Section 2.9 shall be deemed to constitute a waiver by SLT of its right of first negotiation with respect to such Reliant Invention. In addition, failure of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior parties to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant agree on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which a commercial license within such sixty (60) day negotiation period shall be the Fair Market Value deemed to constitute rejection by SLT of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as right of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Leasesuch Reliant Invention. If Tenant SLT waives or otherwise fails to accept an Offer exercise its right of first negotiation with respect to Lease any such Reliant Invention, or if the parties fail to agree on the terms of a commercial license within such ten sixty (1060) Business Daysday negotiation period, then Landlord Reliant shall thereafter be free to negotiate and/or enter into a license arrangement with any third party with respect to such Reliant Invention on terms not more favorable than the terms SLT negotiated for, and SLT shall have the right to lease such Additional Spaceno further rights with respect thereto; provided, however, if Landlord does that Reliant shall not lease enter into any such Additional Premises within ninety arrangement with any third party prior to the date that is eighteen (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (618) months after the Effective Date, and if Reliant enters into such ninety (90) day period. If Tenant timely accepts an Offer to Leasearrangement after such date, and if the lease of product that incorporates the applicable Additional Space shall be coterminous Reliant Invention competes with the Lease Term, Base Rent shall be Exclusive Products in the amount of surgical or veterinary market, then (i) the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly royalty rate set forth in the Offer to Lease and otherwise the lease of Additional Space Section 3.4 below shall be upon all reduced from five percent (5%) to two and one-half percent (2.5%), (ii) SLT's obligation to make the minimum payments to be made in years four and five of this Agreement as set forth in Section 3.4 shall terminate, (iii) and the exclusivity granted in Section 2.4 shall terminate with respect to those claims of the agreementsReliant Patent Rights, termsif any, covenants and conditions of covering the LeaseReliant Invention. In the event that this Agreement is assigned or otherwise transferred pursuant to Section 12.5(ii), as amended hereby. Tenant’s then the right of first negotiation under this Section 2.9 shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spacethereupon automatically rescinded.

Right of First Negotiation. In the event that a Stockholder desires to Transfer any shares of Common Stock following the IPO Date in a Transfer described in clauses (x), (y) or (z) of Section 4.1(b), such Stockholder shall give written notice thereof to AT&T PCS, such notice to specify, among other things, the number of shares that such Stockholder desires to sell. For the applicable first negotiation period hereinafter set forth, AT&T PCS shall have the exclusive right to negotiate with such Stockholder with respect to the purchase of such shares; it being understood and agreed that such exclusive right shall not be deemed to be a right of first offer or right of first refusal for the benefit of AT&T PCS and such Stockholder shall have the right to reject any offer made by AT&T PCS during such applicable first negotiation period. Upon the expiration of such applicable first negotiation period, such Stockholder shall have the right (for the applicable offer period hereinafter set forth with respect to each applicable first negotiation period), following the expiration of such applicable first negotiation period, to offer and sell such shares included in such written notice on such terms and conditions as shall be acceptable to such Stockholder in its sole discretion. If at any time through and including of such shares included in such written notice are not sold pursuant to the date that is thirty six (36) months provisions of this Section 4.4 prior to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description expiration of the applicable Additional Spaceoffer period, such shares shall become subject once again to the provision and restrictions hereof. If a Stockholder desires to Transfer shares of Common Stock (a) pursuant to a Registration of Common Stock under Section 5 in an underwritten offering that constitutes a bona fide distribution of such Common Stock pursuant to such Registration, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant applicable first negotiation period shall have be ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease days and the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after applicable offer period upon the expiration of said such first negotiation period shall be one hundred twenty (120) days, (b) pursuant to Rule 144, the applicable first negotiation period shall be three (3) hours (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer period upon the expiration of such first negotiation period shall be five (5) business days, and (c) in any single transaction or series of related transactions to one or more Persons which will result in the Transfer by such Stockholder (together with any other Stockholder participating in such single transaction or series of related transactions) of not more than ten percent (10%) of the Common Stock on a fully diluted basis (excluding for such purposes the Series A Preferred Stock), the applicable first negotiation period shall be one (1) business day, so long as notice of such proposed Transfer is given to AT&T PCS prior to 9:00 A.M. on the day prior to the date of such proposed Transfer (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer period upon the expiration of such first negotiation period shall be ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spacedays.

Right of First Negotiation. In the event that a Stockholder desires to Transfer any shares of Common Stock in a Transfer described in clause (y) of Section 4.1(b)(iv), such Stockholder shall give written notice thereof to AT&T PCS, such notice to specify, among other things, the number of shares that such Stockholder desires to sell. For the applicable first negotiation period hereinafter set forth, AT&T PCS shall have the exclusive right to negotiate with such Stockholder with respect to the purchase of such shares; it being understood and agreed that such exclusive right shall not be deemed to be a right of first offer or right of first refusal for the benefit of AT&T PCS and such Stockholder shall have the right to reject any offer made by AT&T PCS during such applicable first negotiation period. Upon the expiration of such applicable first negotiation period, such Stockholder shall have the right (for the applicable offer period hereinafter set forth with respect to each applicable first negotiation period), following the expiration of such applicable first negotiation period, to offer and sell such shares included in such written notice on such terms and conditions as shall be acceptable to such Stockholder in its sole discretion. If at any time through and including of such shares included in such written notice are not sold pursuant to the date that is thirty six (36) months provisions of this Section 4.4 prior to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description expiration of the applicable Additional Spaceoffer period, such shares shall become subject once again to the provision and restrictions hereof. If a Stockholder desires to Transfer shares of Common Stock (a) pursuant to a Registration of Common Stock under Section 5 in an underwritten offering that constitutes a bona fide distribution of such Common Stock pursuant to such Registration, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant applicable first negotiation period shall have be ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease days and the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after applicable offer period upon the expiration of said such first negotiation period shall be one hundred twenty (120) days, (b) pursuant to or in compliance with Rule 144 or Rule 145 or any similar provision then in force, the applicable first negotiation period shall be three (3) hours (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer period upon the expiration of such first negotiation period shall be five (5) business days, and (c) in any single transaction or series of related transactions to one or more Persons which will result in the Transfer by such Stockholder (together with any other Stockholder participating in such single transaction or series of related transactions) of not more than ten percent (10%) of the Common Stock on a fully diluted basis (excluding for such purposes the Series A Preferred Stock and Series B Preferred Stock), the applicable first negotiation period shall be one (1) business day, so long as notice of such proposed Transfer is given to AT&T PCS prior to 9:00 A.M. on the day prior to the date of such proposed Transfer (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer period upon the expiration of such first negotiation period shall be ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spacedays.

Right of First Negotiation. In the event that a Stockholder -------------------------- desires to Transfer any shares of Common Stock following the IPO Date in a Transfer described in clauses (x), (y) or (z) of Section 4.1(b), such Stockholder shall give written notice thereof to AT&T PCS, such notice to specify, among other things, the number of shares that such Stockholder desires to sell. For the applicable first negotiation period hereinafter set forth, AT&T PCS shall have the exclusive right to negotiate with such Stockholder with respect to the purchase of such shares; it being understood and agreed that such exclusive right shall not be deemed to be a right of first offer or right of first refusal for the benefit of AT&T PCS and such Stockholder shall have the right to reject any offer made by AT&T PCS during such applicable first negotiation period. Upon the expiration of such applicable first negotiation period, such Stockholder shall have the right (for the applicable offer period hereinafter set forth with respect to each applicable first negotiation period), following the expiration of such applicable first negotiation period, to offer and sell such shares included in such written notice on such terms and conditions as shall be acceptable to such Stockholder in its sole discretion. If at any time through and including of such shares included in such written notice are not sold pursuant to the date that is thirty six (36) months provisions of this Section 4.4 prior to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description expiration of the applicable Additional Spaceoffer period, such shares shall become subject once again to the provision and restrictions hereof. If a Stockholder desires to Transfer shares of Common Stock (a) pursuant to a Registration of Common Stock under Section 5 in an underwritten offering that constitutes a bona fide distribution of such Common Stock pursuant to such Registration, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant applicable first negotiation period shall have be ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease days and the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after applicable offer period upon the expiration of said such first negotiation period shall be one hundred twenty (120) days, (b) pursuant to Rule 144, the applicable first negotiation period shall be three (3) hours (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer period upon the expiration of such first negotiation period shall be five (5) business days, and (c) in any single transaction or series of related transactions to one or more Persons which will result in the Transfer by such Stockholder (together with any other Stockholder participating in such single transaction or series of related transactions) of not more than ten percent (10%) of the Common Stock on a fully diluted basis (excluding for such purposes the Series A Preferred Stock), the applicable first negotiation period shall be one (1) business day, so long as notice of such proposed Transfer is given to AT&T PCS prior to 9:00 A.M. on the day prior to the date of such proposed Transfer (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer period upon the expiration of such first negotiation period shall be ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spacedays.

Right of First Negotiation. If at any Tenant shall have a one-time through and including the date that is thirty six (36) months prior right of first negotiation with respect to the Expiration Date (as the same may be extended), Landlord intends to a lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the entire Building (collectively8, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”)Paragraph 42. Tenant’s rights under this Section are subordinate Paragraph 42 shall not arise unless and until Landlord elects, in its sole discretion, to all rights as commence construction of Building 8. Landlord shall provide written notice to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E Tenant (“Additional Space Superior RightsTrigger Notice”). An Offer ) if and when Landlord determines that it will construct Building 8, prior to Lease shall set forth the description commencing negotiations for a lease of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Spacesuch space with another party. Tenant shall have ten five (105) Business Days after business days following the receipt of an Offer the Trigger Notice to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable deliver written notice to Landlord in which Tenant shall agree of Tenant’s desire to negotiate to lease the Additional Space entire Building 8 (“Interest Notice”). If Tenant timely delivers the Interest Notice, Tenant’s exclusive right to negotiate shall extend for a total of thirty (30) days from Landlord. Time is the date of the essence with respect to Trigger Notice, provided that such thirty (30) day period may be extended by mutual written agreement of Landlord and Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease timely deliver the Interest Notice, or if Landlord and Tenant have not entered into a written contract of lease within such ten thirty day period (10) Business Days, then and Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction and Tenant shall be deemed under no duty to enter into such a new determination by contract of lease), Tenant’s rights under this Paragraph 42 shall terminate. Tenant’s rights under this Paragraph 42 shall only be binding upon the originally named Landlord under this Lease, and shall not be binding upon any purchaser, lender or other successor to lease such Additional Space and the provisions of this paragraph shall again be applicableLandlord’s interest in Parcel 2. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, Landlord agrees not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease transfer only that portion of the applicable Additional Space shall Parcel 2 upon which Building 8 would be coterminous with the Lease Term, Base Rent shall be in the amount constructed for purposes of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. circumventing Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior pursuant to the Expiration Date (as the same may be extended)this Paragraph 42. Tenant’s rejection rights under this Paragraph 42 shall only benefit the originally named Tenant under this Lease and any assignee arising out of a Permitted Transfer, are not otherwise transferable and shall not inure to the benefit of any particular Offer sublessees or other assigns of Tenant’s interest under this Lease. Tenant’s rights under this Paragraph 42 shall terminate at such time as Tenant no longer occupies at least sixty percent (60%) of the Premises for Tenant’s own use (exclusive of the occupancy of subtenants, assignees and licensees). Neither Landlord nor Tenant has had any contract or dealings regarding Building 8 through any licensed real estate broker or other person who may claim a right to Lease a commission or finder’s fee as a procuring cause of any lease that might be entered into in respect of Building 8. If any broker or finder makes a claim for a commission or finder’s fee based upon any such contact, dealings, or communications, the party through whom the broker or finder makes his claim shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease be responsible for said commission or fee, and all costs and expenses (including reasonable attorneys’ fees) incurred by the Additional Spaceother party in defending against such claim.

Right of First Negotiation. If at Provided that Tenant is not then in -------------------------- default in the performance of any time through of its obligations under the Lease (beyond any applicable notice and including cure period) Landlord grants to Tenant the date that is thirty six following right of first negotiation (36"Right of First Negotiation") months prior with respect to the Expiration Date (as the same may be extended)following space: 12,888 square feet located at 0000 Xxxxxx Xxxx, Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard Xxx Xxxx, Xxxxxxxxxx (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional "First Negotiation Space”"), then, prior to entering into such a lease (excluding a lease executed pursuant . Subject to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the following terms and conditions conditions, Tenant shall have the Right of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as First Negotiation with respect to the Additional First Negotiation Space currently set forth in existing leases with tenants in occupancy in if such space becomes available during the Project as of the date of this Amendment, Lease Term (including any renewalextensions thereof): (i) when the First Negotiation Space becomes available, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after business days following its receipt of an Offer Landlord's notice that the First Negotiation Space is available to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice respond to Landlord in writing, (ii) Landlord's notice shall be in writing and shall include the salient terms on which Tenant shall agree Landlord proposes to lease the Additional First Negotiation Space, (iii) Tenant's failure to respond during such period shall be deemed to be Tenant's election to pass on the First Negotiation Space, (iv) in the event Landlord receives written notice from Tenant during such period of Tenant's interest in the First Negotiation Space, Landlord and Tenant shall have the twenty (20) day period following Landlord's receipt of Tenant's notice to meet, confer and agree in writing on the terms and conditions upon which Tenant would lease the First Negotiation Space from Landlord. Time is , (v) if Landlord and Tenant are able to agree on the terms on which Landlord would lease the First Negotiation Space to Tenant during such period, Landlord and Tenant agree to execute an amendment to this Lease to incorporate the First Negotiation Space and those terms agreed to by Landlord and Tenant, and (vi) in the event Landlord and Tenant are unable to agree in writing on the terms for the lease of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease First Negotiation Space within such ten twenty (1020) Business Daysday period (or in the event Tenant passes on such space, or is deemed to have passed on such space), then Landlord shall thereafter have be free to market the right First Negotiation Space to any third parties without any liability to Tenant. Landlord and Tenant agree to negotiate in good faith taking into consideration the rental rates of similar projects in the geographic area of the Project (including the rent, operating costs, and all other monetary payments that Landlord could obtain for the Expansion Space from a third party desiring to lease such Additional Space; providedspace, howeverthe services provided under the terms of the Lease, if Landlord does not lease and all other monetary payments then being obtained for new leases of space comparable to such Additional Premises within ninety (90) days after space), and assuming that the expiration of said ten (10) business day period, any further transaction shall First Negotiation Space will be deemed a new determination by Landlord to lease such Additional Space used for the highest and best use allowed under the provisions of this paragraph shall again be applicableLease. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease parties agree that the term of the applicable Additional Lease with respect to the First Negotiation Space shall be coterminous expire with the Lease TermTerm and shall in no event be less than three years. The Right of First Negotiation described herein is personal to Tenant and may not be exercised or assigned, Base Rent shall be in the amount of the Fair Market Value determined according voluntarily or involuntarily, by or to Section 10 of this Amendmentany person or entity other than Tenant without Landlord's prior written consent, Tenant shall accept the Additional Space which Landlord may withhold in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease sole and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spaceabsolute discretion.

Right of First Negotiation. If at any time through and including A. The term of this Lease shall commence (the "Commencement Date") on the earlier to occur of (i) the date that is thirty six upon which the Tenant completes Tenant's Work as described in Exhibit B attached hereto and defined in Section 12.A. hereof, or (36ii) months prior July 1, 2000, and shall continue for an initial term ("Initial Term") expiring on December 31, 2003. Notwithstanding the foregoing, for the purpose of allowing Tenant to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below))construct its tenant improvements, Landlord shall first give written notice permit Tenant to occupy the Premises on a date which is earlier than the Commencement Date (such date is herein called the "Construction Commencement Date") with the understanding that Tenant offering shall be subject to lease such Additional Space to Tenant on all of the terms and conditions of this Lease from and after the Construction Commencement Date, except for the payment of rent and additional rent. Upon written request by either party, the Commencement Date, Initial Term and Renewal Terms having been determined, the parties shall execute a confirmation of such terms, in accordance with the form attached hereto as Exhibit C. Notwithstanding anything to the contrary contained in this Lease, if, by July 1, 2000, (subject to extension as amended by this Amendmenthereafter provided), Tenant has not received the necessary building permit plus any other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). approvals necessary for Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as 's construction of the date "Tenant Work" defined in Section 12.A. of this AmendmentLease, including any renewal, extension, expansion, first offer, first negotiation then and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. in that event either Landlord or Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; terminate this Lease by written notice to the other: provided, howeverhowever that for purposes of this paragraph the July 1, 2000 date shall be extended if Landlord does not lease either (x) Tenant, after using all due diligence to timely file for and obtain such Additional Premises within permits or approvals, suffers delays due to strikes, lockouts, acts of God or other causes beyond Tenant's control, in which case such date shall be extended by one (1) day for each day of delay, or (y) Tenant is denied the issuance of such building permits or approvals by the applicable governmental authorities, in which case, at Tenant's election, by written notice to Landlord, the July 1, 2000 date shall be extended for ninety (90) days after in order to afford Tenant the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord opportunity to lease appeal such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spacedenial.

Right of First Negotiation. In the event that a Stockholder desires to Transfer any shares of Common Stock or Series C Preferred Stock following the IPO Date in a Transfer described in clause (y) of Section 4.1(b)(iii), such Stockholder shall give written notice thereof to AT&T PCS, such notice to specify, among other things, the number of shares that such Stockholder desires to sell. For the applicable first negotiation period hereinafter set forth, AT&T PCS shall have the exclusive right to negotiate with such Stockholder with respect to the purchase of such shares; it being understood and agreed that such exclusive right shall not be deemed to be a right of first offer or right of first refusal for the benefit of AT&T PCS and such Stockholder shall have the right to reject any offer made by AT&T PCS during such applicable first negotiation period. Upon the expiration of such applicable first negotiation period, such Stockholder shall have the right (for the applicable offer period hereinafter set forth with respect to each applicable first negotiation period), following the expiration of such applicable first negotiation period, to offer and sell such shares included in such written notice on such terms and conditions as shall be acceptable to such Stockholder in its sole discretion. If at any time through and including of such shares included in such written notice are not sold pursuant to the date that is thirty six (36) months provisions of this Section 4.4 prior to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description expiration of the applicable Additional Spaceoffer period, such shares shall become subject once again to the provision and restrictions hereof. If a Stockholder desires to Transfer shares of Common Stock (a) pursuant to a Registration of Common Stock under Section 5 in an underwritten offering that constitutes a bona fide distribution of such Common Stock pursuant to such Registration, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant applicable first negotiation period shall have be ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease days and the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after applicable offer period upon the expiration of said such first negotiation period shall be one hundred twenty (120) days, (b) pursuant to Rule 144, the applicable first negotiation period shall be three (3) hours (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer period upon the expiration of such first negotiation period shall be five (5) business days, and (c) in any single transaction or series of related transactions to one or more Persons which will result in the Transfer by such Stockholder (together with any other Stockholder participating in such single transaction or series of related transactions) of not more than ten percent (10%) of the Common Stock on a fully diluted basis (excluding for such purposes the Series A Preferred Stock), the applicable first negotiation period shall be one (1) business day, so long as notice of such proposed Transfer is given to AT&T PCS prior to 9:00 A.M. on the day prior to the date of such proposed Transfer (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer period upon the expiration of such first negotiation period shall be ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spacedays.

Right of First Negotiation. If at any time through and including the date that is thirty six (36) months prior to the Expiration Date Landlord shall notify Tenant in writing whenever an Expansion Space (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below) becomes, or is expected to become, available ("Availability Notice")), Landlord . Such notification shall first give written notice to Tenant offering to lease such Additional Space to Tenant on include the rental rate and other terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, upon which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer Landlord is willing to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional rent Expansion Space. Tenant shall have ten the right of first negotiation for such Expansion Space for a period of thirty (1030) Business Days days after Tenant's receipt of an Offer the Availability Notice. Landlord shall negotiate in good faith with Tenant for the Expansion Space and if no agreement as to Lease the terms of a proposed lease can be reached within thirty (30) days after Tenant's receipt of the Availability Notice, then Landlord may lease the Expansion Space during a one (1) year period thereafter (following which this right of first negotiation shall be reinstated) to another party on terms (including the terms included in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice the definition of Fair Market Rental Value) in the aggregate no less favorable to Landlord in which than Landlord's last offer to Tenant shall agree during such negotiations ("Landlord's Last Offer"). If during such one year period Landlord has received a bonafide offer to lease the Additional Expansion Space from Landlord. Time which Landlord is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails prepared to accept an Offer and the aggregate terms of such lease are less favorable to Lease within such ten (10) Business DaysLandlord than Landlord's Last Offer, then Landlord shall give notice to Tenant of such terms in writing and Tenant shall thereafter have the a right to lease such Additional Space; providedof first refusal, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said exercisable during a ten (10) business day periodperiod following receipt of such notice, any further transaction shall be deemed a new determination by Landlord to lease such Additional Expansion Space and on the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly terms set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreementssuch notice. If not timely exercised by Tenant, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s such right of first negotiation refusal shall be continuous through and including the date that is thirty six (36) months prior expire with respect to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Space.particular

Right of First Negotiation. If at any time through and including Tenant shall have an on-going right to negotiate first for the date that is thirty six leasing of Available Space (36) months “Tenant’s Right of First Negotiation”), as follows. At least 10 days prior to the Expiration Date (as the same may be extended)Landlord submitting a proposal to a third party to lease any Available Space, Landlord shall notify Tenant that Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Available Space. Tenant shall have ten (10) Business Days a period of 5 days after receipt of an Offer Landlord’s notice to Lease in exercise Tenant’s Right of First Negotiation, which Tenant may do by sending to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable Landlord written notice to Landlord in which that Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Available Space. Landlord and Tenant shall then negotiate in good faith for a period of 15 days in order to establish terms and conditions for the leasing of the Available Space to Tenant, which terms and conditions may be different than those set forth in this Lease. If the parties are unable to agree upon terms and conditions for the leasing of the Available Space within such period of 15 days (which agreement must be evidenced by a fully executed and delivered agreement either (i) amending this Lease and making the Available Space subject to the terms of this Lease and such other terms as Landlord and Tenant may have agreed upon, or (ii) a new Lease demising the Available Space to Tenant on terms as Landlord and Tenant may have agreed upon) then Tenant shall have no further right with respect to the leasing of the Available Space. “Available Space” shall mean any space in the Building other than the space shown on attached Exhibit G, which becomes available for leasing during the Term. If Tenant exercises the Termination Option (as defined in Section 40 hereof), then Tenant’s Right of First Negotiation shall be null and void.

Right of First Negotiation. If Tenant shall have a right of first negotiation with respect to approximately 165,000 square feet of rentable area located in that certain building to be constructed by Landlord located at any time through and including 000 Xxxxxx Xxxxx Xxxx. (collectively, the date that is thirty six “Negotiation Space”). Landlord shall deliver to Tenant notice regarding such Negotiation Space upon the earlier of (36i) months prior Landlord’s intent to commence construction of the Expiration Date Negotiation Space, or (as the same may be extended), Landlord intends ii) Landlord’s receipt of a bona-fide offer to lease all or any portion of the Negotiation Space from a third floor party, which notice shall state the exact location, configuration and rentable square footage of the building within Negotiation Space and the Project known as 4160 Dublin Boulevard date upon which it is expected to become available. Tenant shall have fifteen (15) business days thereafter (the “4160 BuildingNegotiation Period”) or all or any part to negotiate in good faith with Landlord and, if Tenant so elects, Landlord shall enter into such good faith negotiations with Tenant with respect to the base rent, allowance amounts if any, length of term, and other economic terms (the “Fundamental Terms”) for the Negotiation Space, in each party’s sole and absolute, but good faith, discretion. Until the expiration of the second floor Negotiation Period, Landlord shall not execute a written lease with a third party for the Negotiation Space set forth in the written notice. If Tenant and Landlord cannot agree on the Fundamental Terms within such period, then Tenant’s right to expand the Premises to include the Negotiation Space shall terminate and Landlord shall be free to lease the Negotiation Space to another tenant, provided that, if Landlord has not entered into any such lease or commenced construction within one hundred eighty (180) days after the expiration of the Building (collectively, the “Additional Space”)Negotiation Period, then, prior to entering into any lease of such a lease (excluding a lease executed pursuant to Negotiation Space or commencing construction of the exercise of any Additional Space Superior Rights (defined below))Negotiation Space, Landlord shall first give written notice again offer such space to Tenant offering in accordance with the terms of this Section 1.4 (provided that Tenant shall respond to any such “re-offer” within ten (10) business days after delivery of such “re-offer” notice). Subject to the foregoing, to the extent Landlord commences construction or enters into a lease with a third-party following Landlord and Tenant’s failure to agree upon the Fundamental Terms during the Negotiation Period, then Tenant’s right set forth in this Section 1.4 shall be deemed terminated and of no further force or effect. Neither party shall have the right to have a court or other third party determine the Fundamental Terms for the Negotiation Space. If Landlord and Tenant agree on the Fundamental Terms for the Negotiation Space within such Additional time period, then Landlord and Tenant shall promptly execute an amendment to this Lease (or at Landlord’s election, a new lease for such Negotiation Space to Tenant (which new lease shall be on all the terms and conditions of this Lease and include the Leaseagreed upon Fundamental Terms)) and, as amended by this Amendment, other than Base Rent, which shall be on the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as later of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation agreed upon in the Fundamental Terms and other similar rights as set forth the date on which the attached Exhibit E (“Additional Negotiation Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Spacebecomes available, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord expanded to lease such Additional Space and include the provisions of this paragraph shall again be applicableNegotiation Space. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within Tenant is in default (beyond applicable notice and cure periods) on the date Landlord would be required to give notice to Tenant, Landlord shall have no obligation to provide such ninety (90) day periodnotice to negotiate with Tenant regarding the Negotiation Space. Upon the expansion of the Premises, such ninety (90) day period Tenant’s Share shall be extended for so long as such bona fide negotiations continue, not increased to exceed six (6) months after such ninety (90) day periodreflect the rentable square footage of the Negotiation Space. If Tenant timely accepts an Offer to Lease, The term of the lease of with respect to the applicable Additional Negotiation Space shall be coterminous with the Lease Term, Base Rent shall be in Term for the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional SpacePremises.

Right of First Negotiation. If at Owner hereby grants Developer a one-time right of first negotiation (“First Right”) to acquire the Remainder Property, or any time through and including portion thereof. The First Right shall automatically terminate on the date that is thirty six earlier of the following: (36a) months termination of this Agreement prior to the Expiration Date Closing for any reason, or (as b) the same may be extended)third (3rd) anniversary of the Closing Date. Prior to offering the Remainder Property, Landlord intends to lease all or any portion thereof, for sale to any other party, Owner shall give Developer written notice of the third floor portion of the building within the Project known as 4160 Dublin Boulevard Remainder Property (the “4160 BuildingDesignated Property”) or all or any part that Owner is wishing to sell. Within ten (10) days after receipt of the second floor of the Building (collectivelyOwner’s notice, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed Developer must give Owner written notice pursuant to which Developer shall elect to (i) exercise the First Right, or (ii) not exercise of any Additional Space Superior Rights the First Right. If Developer does not respond in writing to Owner’s notice within the ten (defined below))10) day period, Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which Developer shall be the Fair Market Value of such Additional Space, as specified in such notice deemed to have elected clause (an “Offer to Lease”). Tenant’s ii) above and Developer shall have no further rights under this Section are subordinate 1.3. If Developer timely elects (i) above, Owner and Developer shall have twenty (20) days to all rights as endeavor in good faith to negotiate the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as basic economic terms, including but not limited to a description of the property to be sold, the purchase price, due diligence period, and closing date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on (the attached Exhibit E (“Additional Space Superior RightsEconomic Terms”). An Offer In the event that the parties agree upon the Economic Terms during such twenty (20) day period, then Owner shall promptly prepare and deliver to Lease shall set forth Developer an amendment to this Agreement if the description of Closing hereunder has not yet occurred, or a new purchase agreement if the applicable Additional Space, Closing hereunder has occurred consistent with the commencement date of Economic Terms agreed upon by the proposed lettingparties, and Landlord’s determination of Developer shall execute and return the Base Rent for the Additional Space. Tenant shall have amendment or new purchase agreement to Owner within ten (10) Business Days after days from receipt of an Offer thereof. If Developer elects, or is deemed to Lease in which have elected, not to accept such offerpurchase the Designated Property, or if the parties can not agree upon the Economic Terms during the twenty (20) day period outlined above, then the First Right shall terminate and Developer shall have no further rights under this Section 1.3. Tenant shall accept such offerThe First Right is a one-time right and, therefore, Owner will only have to offer the Designated Property to Developer once and if at all, only by irrevocable written notice the parties fail to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is reach agreement for Developer’s acquisition of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business DaysDesignated Property, then Landlord Owner shall thereafter have be free to sale the right Designated Property to lease any other party on such Additional Spaceterms Owner elects in its sole and absolute discretion; provided, however, that if Landlord the Designated Property consists of only a portion of the Remainder Property, the First Right shall remain in full force and effect as to any portion of the Remainder Property that does not lease constitute, or has not constituted, Designated Property pursuant to this Section 1.3. Concurrently herewith, Owner and Developer shall execute, acknowledge and deliver to Escrow Holder, for recordation concurrently with the Memorandum, a memorandum of such Additional Premises within ninety agreement (90the “First Negotiation Memorandum”) days after in such form as may be mutually acceptable to the parties. Upon the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions or termination of this paragraph shall again be applicable. Notwithstanding First Right, Developer agrees to provide Owner with an executed and notarized quit claim deed in order to remove the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior First Negotiation Memorandum from title to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional SpaceRemainder Parcel.

Right of First Negotiation. If at any time through and including the date that is thirty six (36) months prior Notwithstanding anything to the Expiration Date (as the same may be extended)contrary contained in this Lease, Landlord intends to lease all and without in any manner affecting or limiting any portion of the third floor of rights, privileges, options or estates granted to Tenant under this Lease, Tenant shall have the building within first right to negotiate to purchase in the Project known as 4160 Dublin Boulevard (event Landlord elects to market, sell or otherwise convey the “4160 Building”) Premises or all or any part of the second floor of the Building controlling interest in Landlord (collectively, “Landlord’s Interest”) to Third Parties (hereinafter defined). Tenant’s first rights to negotiate shall terminate in the “Additional Space”), then, prior event Landlord’s Interest shall have been sold to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on Third Party in accordance with the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate 28.15. In the event Landlord shall have elected to all rights as market Landlord’s Interest to the Additional Space currently set forth Third Parties, Landlord shall notify Tenant in existing leases with tenants in occupancy in the Project as writing of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation price and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”)basic business terms upon which Landlord is willing to sell. An Offer If Tenant desires to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and purchase Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten Interest at such price and upon such other terms and conditions, then within twenty (1020) Business Days business days after receipt of an Offer Landlord’s notice (such twenty (20) business day period being hereinafter referred to Lease in which to accept such offer. as the “20-Day Notice Period”), Tenant shall accept such offer, if at all, only by irrevocable deliver written notice to Landlord in which (“Tenant’s Negotiation Notice”) indicating that Tenant desires to so purchase. In the event Tenant delivers Tenant’s Negotiation Notice within the 20-Day Notice Period, then within the twenty (20) business day period following Landlord’s receipt of Tenant’s Negotiation Notice (such twenty (20) business day period being hereinafter referred to as the “20-Day Negotiation Period”), Landlord and Tenant shall agree enter into a commercially reasonable purchase and sale agreement setting forth, inter alia, such price and basic business terms and conditions. In the event (i) Tenant does not deliver Tenant’s Negotiation Notice to lease Landlord within the Additional Space from 20-Day Notice Period, or (ii) Tenant delivers notice to Landlord of Tenant’s election not to purchase Landlord. Time is ’s Interest, then, for the twelve (12) month period beginning with the day immediately following the expiration of the essence 20-Day Notice Period, Tenant’s first right to negotiate with respect to Tenantthe purchase of Landlord’s acceptance Interest shall be null and void and of an Offer to Lease. If Tenant fails to accept an Offer to Lease within no further force and effect, and during such ten twelve (1012) Business Daysmonth period, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if proceed with the marketing and sale of Landlord’s Interest for a price not more than 5% less than that last offered Tenant and upon materially the same other basic terms and conditions. In the event Landlord does shall not lease such Additional Premises within ninety (90) days after have entered into a purchase and sale agreement for the sale of Landlord’s Interest prior to the expiration of said ten such twelve (1012) business day month period, any further transaction or if Landlord shall be deemed offer Landlord’s Interest for sale for a new determination by Landlord to lease such Additional Space price more than 5% less than that offered Tenant and/or on materially more favorable terms and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoingconditions, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation to enter into negotiations for such purchase shall automatically be continuous through reinstated upon the terms and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spaceconditions herein provided.

Right of First Negotiation. If at any time through and including At such time, if any, during the date that is thirty six (36) months prior to the Expiration Date (term of this lease as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within premises located in the Project commonly known as 4160 Dublin Boulevard 000 Xxxxx Xxxx Xxxxxxx consisting of approximately seventeen thousand four hundred seventy (the “4160 Building”17,470) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a square feet becomes available for lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)"First Negotiation Space"), Landlord shall first give Tenant written notice to Tenant offering of the terms and conditions on which Landlord is willing to lease such Additional Space space to Tenant ("Landlord's Notice"). Tenant shall have the right, within five (5) days after the date of Landlord's Notice to give Landlord written notice whether or not Tenant desires to lease the First Negotiation Space on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in Landlord's Notice. Tenant's failure to give written notice of its desire to lease the First Negotiation Space within said five (5) day period shall be deemed Tenant's waiver of its right of first negotiation to lease the First Negotiation Space on the terms and conditions set forth in Landlord's Notice. If Tenant gives written notice that it desires to lease the First Negotiation Space on the terms and conditions set forth in Landlord's Notice, then Landlord and Tenant shall, within fifteen (15) days after Tenant delivers said notice, thereafter execute an amendment to this lease that incorporates the First Negotiation Space into the Premises and subjects the First Negotiation Space to the terms and conditions of this lease. If Landlord and Tenant do not execute an amendment to this lease within said fifteen (15) day period, then Tenant's right of first negotiation with respect to the First Negotiation Space shall be deemed terminated and Landlord shall have the right to market the First Negotiation Space free and clear of any rights of Tenant hereunder. Tenant's right of first negotiation with respect to the First Negotiation Space set forth herein shall be subject to any and all existing leases with rights of first refusal, rights of first negotiation or other similar rights of other tenants in occupancy in the Project that exist as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spacelease.

Right of First Negotiation. If at any time through and including Should Seller ever desire to dispose of its right, title, or interest in the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended)Facility, Landlord intends to lease all in whole or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendmentin part, other than Base Rent, which shall be the Fair Market Value sale and leaseback of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to the Facility or other assignment or disposition of part or all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy of its ownership interest in the Project as Facility to provide financing for the Facility, it shall first offer to sell such interest to Company. Seller shall not solicit any offers for the sale of the date of this Amendment, including Facility with any renewal, extension, expansion, other entity without first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent negotiating with Company for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within least ninety (90) days after the expiration of said ten Days. The Parties may agree in writing to extend this period for negotiations. (10) business day Such 90-Day period, as extended as aforesaid, is referred to herein as the "Right of First Negotiation Period".) During the Right of First Negotiation Period, the Parties shall negotiate in good faith concerning a purchase by Company unless, during that period, Company gives written notice that such negotiations are terminated. This Section shall not apply to unsolicited offers received by Seller or the sale or transfer of interests in Seller (except the sale or transfer of one hundred percent (100%) of the interests in Seller, or sales within a two-year period of interests totaling 100% of the interests in Seller) or the sale or transfer initiated by the Financing Parties pursuant to the Financing Documents. In the event Seller receives an unsolicited offer from a third party to purchase Seller’s right, title or interest in the Facility, Seller shall provide to Company a sworn affidavit from an officer of Seller made under the penalties of perjury that neither (1) such officer, nor (2) any further transaction employee or agent of Seller with the authority to legally bind Seller, nor (3) any other employee or agent of Seller acting on the instructions of an officer or agent of Seller with authority to legally bind Seller, solicited an offer to purchase Seller’s right, title or interest in the Facility from such third party. The sworn affidavit shall be deemed a new determination provided by Landlord Seller to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety Company thirty (9030) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months Days prior to closing the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord sale of its obligation right, title and/or interest to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spacesuch third party.

Right of First Negotiation. If Provided that no uncured Event of Default has occurred or is occurring under this Lease, Tenant shall have a one time first right of negotiation on the balance of the rentable space located at any time through and including 0000 Xx Xx Xxxx Xxxxxxxxx (“2860 Space”) if the tenant, as of the date that is thirty six hereof, of the 2860 Space (36together with its successors, assigns, and affiliate, “2860 Space Tenant”) months prior does not renew 2860 Space Tenant’s lease with respect to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor 2860 Space or relet any portion of the building within the Project known as 4160 Dublin Boulevard 2860 Space under other terms acceptable to Landlord. Landlord shall provide Tenant with written notice (the “4160 BuildingROFN Notice”) or all or any part when the 2860 Space becomes available for lease other than to the 2860 Space Tenant. If Tenant is interested in leasing the 2860 Space, it shall provide Landlord with written notice of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have same within ten (10) Business Days after receipt days of an Offer to Lease in which to accept such offer. the applicable ROFN Notice (the “Acceptance Notice”), and Landlord and Tenant shall accept such offercommence negotiations in good faith regarding the applicable space within five (5) business days after the Acceptance Notice and, if at all, only by irrevocable written notice they are able to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence reach an agreement with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within the leasing thereof, shall enter into such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Spaceagreement; provided, howeverhowever that (a) until a written lease or lease amendment agreement between the parties has been entered into and delivered by Landlord and Tenant, Landlord shall have no other obligation to Tenant with respect to either the 2860 Space, and (b) if Tenant does not deliver the Acceptance Notice as and when described above, or if Landlord does and Tenant do not lease such Additional Premises commence negotiations as described in this Article 55, or if they fail to reach an agreement within ninety fifteen (9015) business days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease giving of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this AmendmentROFN Notice, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer have no further rights hereunder with respect to Lease such time and otherwise the lease of Additional Space Landlord shall be upon all of the agreementsfree to negotiate with other parties, on any terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Space.

Right of First Negotiation. If this Lease shall then be unassigned (except to a subsidiary or affiliate of Lessee), in full force and effect and Lessee is not in default under any of the provisions of this Lease beyond the expiration of any applicable notice or grace period (it being understood and agreed that the right granted to Lessee in this Section 37 is not assignable and that the same shall be deemed null and void upon any assignment or transfer of this Lease by Lessee to a party other than a subsidiary or affiliate of Lessee), Lessor agrees that at each time during the initial term of this Lease, but subject to the continued occupancy thereof by initial tenants and any time through and including rights of first negotiation or expansion options granted to Hanger Orthopedic Group or USWEB Corporation as to any third (3rd) or fourth (4th) floor space, additional space on the date that is thirty six third (363rd), fourth (4th) or fifth(5th) floors of the Building becomes available to Lessor for leasing to third parties, then Lessor shall give to Lessee written notice of such availability as soon as practicable but not more than twelve (12) months prior to the Expiration Date date of availability, accompanied by Lessor's opinion (acting reasonably and in good faith) as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease fair market rent for such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rentavailable space, which shall be the Fair Market Value fair market rent prevailing (taking into account then prevailing tenant concession packages including, without limitation, rental abatement (if any) and construction allowance (if any) on leases having a term most nearly equal to the remaining term of such Additional Spacethis Lease) for comparable space in comparable office buildings in the Bethesda-Chevy Chase market area, but in no event less than the Monthly Rent (expressed as specified in such notice (an “Offer to Lease”). Tenant’s rights annual rental rate per square foot) then payable under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as Lease. Lessee shall then have a period of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E fifteen (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (1015) Business Days after receipt of an Offer to Lease days in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord notify Lessor in which Tenant shall agree to lease the Additional Space from Landlord. Time is writing of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right Lessee's election to lease such Additional Spaceavailable space at said rental, time being of the essence; provided, however, if Landlord does not that from and after the commencement of the seventh (7th) Lease Year, any such election by Lessee must be accompanied by written notice of Tenant's irrevocable election to extend the term of this Lease for the First Renewal Term pursuant to Section 35 above. Should Lessee fail to notify Lessor in writing within the said fifteen (15)-day period of Lessee's election to lease such Additional Premises available space (and, if so applicable, to so extend the term of this Lease), time being of the essence, then Lessee's right to lease such available space shall thereupon terminate and be of no force or effect, and Lessor shall be free to lease such available space to any party upon any terms and conditions, subject to Lessee's rights herein with respect to such space the next time it becomes available to Lessor for leasing to third parties. Should Lessee notify Lessor in writing within ninety the said fifteen (9015)-day period of Lessee's election to lease such available space (and, if so applicable, to so extend the term of this Lease), and if Lessor and Lessee shall fail to agree on the said fair market rent for such available space within thirty (30) days after Lessor's receipt of Lessee's written notification of its election to lease such available space, then such fair market rent (taking into account the expiration said tenant concessions) shall be determined, within sixty (60) days after Lessor's receipt of said Lessee's written notification of its election to lease such available space, as nearly as practicable in accordance with the "3-broker method" set forth in Section 35 above. Within ten (10) business day days after such determination of the fair market rent for the available space, Lessee shall have the right to rescind its exercise of its election to lease such available space by written notice to Lessor within the said ten (10)-day period, any further transaction time being of the essence. If Lessee fails to so rescind its exercise of its election to lease such available space, then Lessee's election shall be deemed a new determination by Landlord irrevocable, and Lessor shall prepare, and Lessor and Lessee shall promptly execute and deliver, an addendum to this Lease amending the appropriate provisions hereof. If Lessee so rescinds its election to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoingavailable space, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period then Lessor shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes free to lease the Additional Spacesuch available space to any party upon any terms and conditions.

Right of First Negotiation. If at Subject to any time through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended)existing rights of expansion, Landlord intends to lease all right of first refusal, first negotiation or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor first offer held by tenants of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this AmendmentLease, including and subject to the rights of any renewalpresent tenants of such space to renew or extend the terms of their respective Leases, extension, expansion, first offer, Tenant shall have a right of first negotiation and other similar rights as set forth on with respect to the attached Exhibit E third floor of the Building (“Additional Space Superior Rights”the "Negotiation Space"). An Offer If such Negotiation Space becomes available for lease, Landlord shall deliver to Lease shall set forth Tenant written notice stating the description exact location, configuration and rentable area of the applicable Additional Negotiation Space and the date upon which it is expected to become available. Tenant shall have fifteen (15) days thereafter to deliver to Landlord written notice (the "Negotiation Notice") exercising Tenant's right of first negotiation with respect to the Negotiation Space, . The failure of Tenant to deliver the commencement date Negotiation Notice within. in such fifteen (15) day period shall be deemed failure by Tenant to exercise the right herein granted and thereafter Landlord shall be free to lease the Negotiation Space to another tenant upon any terms and conditions without regard to Tenant. Upon receipt of the proposed letting, Negotiation Notice. Tenant and Landlord’s determination Landlord shall thereafter negotiate in good faith for a period of twenty (20) business days with respect to the Base Rent for the Additional Negotiation Space. If Tenant and Landlord cannot agree on the Base Rent within such twenty (20) business days, then Tenant's right to extend the Premises to include the Negotiation Space shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant terminate and Landlord shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree be free to lease the Additional Negotiation Space from Landlord. Time is of the essence with respect to another tenant upon any terms and conditions without regard to Tenant’s acceptance of an Offer . Neither party shall have The right to Leasehave a court or other third party determine the Base Rent for the Negotiation Space. If Landlord and Tenant fails to accept an Offer to Lease agree on the Base Rent for the Negotiation Space within such ten (10) Business Daystime period, then Landlord and Tenant shall thereafter have promptly execute an Amendment to this Lease, and, on the right to lease such Additional Space; provideddate on which the Negotiation Space becomes available, however, if Landlord does not lease such Additional the Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord expanded to lease such Additional Space and include the provisions of this paragraph shall again be applicableNegotiation Space. Notwithstanding the foregoing, if bona fide lease negotiations Tenant is in default on the date of giving the Negotiation Notice, Tenant shall have no right to so expand the Premises; or if Tenant is in default on the date the Premises are commenced within such ninety (90) day periodto be expanded, such ninety (90) day period the Premises shall not be so expanded. Upon the expansion of the Premises, Tenant's percentage share shall be extended for so long as such bona fide negotiations continue, not increased to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, reflect the lease rentable area of the applicable Additional Negotiation Space. The term of the Lease with respect to the Negotiation Space shall be coterminous conterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional SpacePremises.

Right of First Negotiation. If at any time through and including During the date that term of this Agreement, if SUPPLIER initiates discussions, seeks out or is thirty six approached by a third-party to (36x) months sell substantially all of SUPPLIER's assets to such third-party or (y) become party to a merger, consolidation, share exchange or similar business combination transaction in which more than 50% of the voting securities of SUPPLIER would be owned by stockholders other than SUPPLIER'S stockholders in existence immediately prior to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building such transaction (collectively, the a “Additional SpaceReorganization”), thenthen SUPPLIER will notify CARDINAL HEALTH in writing of the potential Reorganization (without any obligation, prior however, to entering into identify such a lease (excluding a lease executed third-party or the terms of any such Reorganization). CARDINAL HEALTH agrees that any such notice and the contents therein shall be kept confidential by CARDINAL as "Confidential Information" pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date 13 of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”)Agreement. An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have Within ten (10) Business Days days after receipt of such written notice, CARDINAL HEALTH will respond to SUPPLIER's notice indicating whether it has an Offer to Lease interest in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence negotiating Reorganization with respect to Tenant’s acceptance of an Offer to LeaseSUPPLIER. If Tenant fails to accept an Offer to Lease CARDINAL HEALTH does not express its interest in negotiating Reorganization within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business 10 day period, any SUPPLIER shall have no further transaction shall be deemed obligation to negotiate Reorganization with CARDINAL HEALTH. If within such 10 day period, CARDINAL HEALTH notifies SUPPLIER in writing that it is interested in negotiating Reorganization with SUPPLIER, then SUPPLIER and CARDINAL HEALTH agree that they will discuss a new determination by Landlord potential Reorganization between the two parties for up to lease such Additional Space and the provisions of this paragraph shall again be applicable10 days thereafter. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within nothing herein shall prohibit or impair SUPPLIER'S right or ability to negotiate Reorganization during such ninety (90) 20 day period with any third-party. SUPPLIER shall have absolutely no obligation to enter into Reorganization with CARDINAL HEALTH and shall have no constraints nor need any approvals from CARDINAL HEALTH to enter into or to consummate Reorganization after such 10 day or 20 day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day periodthe case may be. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior Notwithstanding any provisions to the Expiration Date contrary herein, nothing in this Section shall (as i) prohibit SUPPLIER or its affiliates from taking any course of action that it or he reasonably believes, based on the same may be extended). Tenant’s rejection advice of legal counsel, is necessary to comply with its or his fiduciary obligations to SUPPLIER or its stockholders under applicable laws, or (ii) obligate SUPPLIER or its affiliates to take any particular Offer to Lease shall not relieve Landlord course of action that it or he reasonably believes, based on the advice of legal counsel, would constitute a breach of its obligation or his fiduciary obligations to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional SpaceSUPPLIER or its stockholders under applicable laws.

Right of First Negotiation. If at At any time through during the Lease Term that space in the Project becomes available for lease (“Available Space”) and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of market the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Available Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give deliver written notice to Tenant offering to lease such Additional identifying the Available Space to Tenant (the “Availability Notice”). Within five (5) days of Tenant’s receipt of The Availability Notice, Tenant shall have the right, by delivering written notice to Landlord (the “Offer Notice”), to offer to lease the Available Space from Landlord on the terms and conditions proposed by Tenant in the Offer Notice. Upon Landlord’s receipt of the LeaseOffer Notice, as amended by this AmendmentLandlord and Tenant shall, other than Base Rentfor a period of fifteen (15) days after Landlord’s receipt of the Offer Notice, which shall be the Fair Market Value of such Additional Space, as specified negotiate in such notice (an “Offer good faith to Lease”). Tenant’s rights under this Section are subordinate to all rights reach agreement as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in terms upon which Tenant shall agree to may lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Available Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, nothing in this Section 14 shall give Tenant any right to lease such the Available Space or obligate Landlord to lease the Available Space to Tenant. If Tenant does not timely deliver the Offer Notice, or, if bona fide lease negotiations Tenant timely delivers the Offer Notice and if Landlord and Tenant are commenced thereafter unable to reach agreement on such terms within such ninety said fifteen (9015) day period, such ninety (90) day period then Landlord shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes free to lease the Additional SpaceAvailable Space to anyone to whom Landlord desires. Notwithstanding anything to the contrary contained herein, Landlord shall have no obligation to deliver the Availability Notice after October 31, 2007, unless, as of such date, the Extended Term has been extended by exercise of the option to extend in Section 6 above or otherwise.

Right of First Negotiation. In the event that a Stockholder -------------------------- desires to Transfer any shares of Common Stock following the IPO Date in a Transfer described in clauses (x), (y) or (z) of Section 4.1(b), such -------------- Stockholder shall give written notice thereof to AT&T PCS, such notice to specify, among other things, the number of shares that such Stockholder desires to sell. For the applicable first negotiation period hereinafter set forth, AT&T PCS shall have the exclusive right to negotiate with such Stockholder with respect to the purchase of such shares; it being understood and agreed that such exclusive right shall not be deemed to be a right of first offer or right of first refusal for the benefit of AT&T PCS and such Stockholder shall have the right to reject any offer made by AT&T PCS during such applicable first negotiation period. Upon the expiration of such applicable first negotiation period, such Stockholder shall have the right (for the applicable offer period hereinafter set forth with respect to each applicable first negotiation period), following the expiration of such applicable first negotiation period, to offer and sell such shares included in such written notice on such terms and conditions as shall be acceptable to such Stockholder in its sole discretion. If at any time through and including of such shares included in such written notice are not sold pursuant to the date that is thirty six (36) months provisions of this Section 4.4 prior to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description expiration of the applicable Additional Spaceoffer period, such shares ----------- shall become subject once again to the provision and restrictions hereof. If a Stockholder desires to Transfer shares of Common Stock (a) pursuant to a Registration of Common Stock under Section 5 in an underwritten offering that --------- constitutes a bona fide distribution of such Common Stock pursuant to such Registration, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant applicable first negotiation period shall have be ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease days and the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after applicable offer period upon the expiration of said such first negotiation period shall be one hundred twenty (120) days, (b) pursuant to Rule 144, the applicable first negotiation period shall be three (3) hours (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer ------------ period upon the expiration of such first negotiation period shall be five (5) business days, and (c) in any single transaction or series of related transactions to one or more Persons which will result in the Transfer by such Stockholder (together with any other Stockholder participating in such single transaction or series of related transactions) of not more than ten percent (10%) of the Common Stock on a fully diluted basis (excluding for such purposes the Series A Preferred Stock), the applicable first negotiation period shall be one (1) business day, so long as notice of such proposed Transfer is given to AT&T PCS prior to 9:00 A.M. on the day prior to the date of such proposed Transfer (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer period upon the expiration of such ------------ first negotiation period shall be ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spacedays.

Right of First Negotiation. If at any time through and including the date that is thirty six (36) months prior In addition to the Expiration Date (as the same may be extended), Landlord intends expansion rights granted to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions Lessee in Section 36 of the Lease, as amended by this Amendment, other than Base Rent, which Lessee shall be have the Fair Market Value right of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently first negotiation hereinafter set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to LeaseSection 5. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s , shall then be unassigned (except to a subsidiary or affiliate of Lessee), in full force and effect and Lessee is not in default under any of the provisions of the Lease (as amended hereby) beyond the expiration of any applicable notice or grace period (it being understood and agreed that the right granted to Lessee in this Section 5 is not assignable and that the same shall be deemed null and void upon any assignment or transfer of the Lease by Lessee to a party other than a subsidiary or affiliate of Lessee), Lessor agrees that at each time during the initial term of the Lease, but subject to the continued occupancy thereof by initial tenants and any rights of first negotiation shall be continuous through and including or expansion options granted to tenants of the Building prior to the date that is thirty six of this Addendum, additional space on the seventh (367th) or eighth (8th) floors of the Building becomes available to Lessor for leasing to third parties, then Lessor shall give to Lessee written notice of such availability as soon as practicable but not more than twelve (12) months prior to the Expiration Date date of availability, accompanied by Lessor’s opinion (acting reasonably and in good faith) as to the same may fair market rent for such available space, which shall be extendedthe fair market rent prevailing (taking into account then prevailing tenant concession packages including, without limitation, rental abatement (if any) and construction allowance (if any) on leases having a term most nearly equal to the remaining initial term of the Lease) for comparable space in comparable office buildings in the Bethesda-Chevy Chase market area, but in no event less than the Additional Monthly Rent (expressed as an annual rental rate per square foot) then payable for the Additional Space under this Addendum. Lessee shall then have a period of fifteen (15) days in which to notify Lessor in writing of Lessee’s election to lease such available space at said rental, time being of the essence; provided, however, that from and after the commencement of the seventh (7th) Lease Year, any such election by Lessee must be accompanied by written notice of Lessee’s irrevocable election to extend the term of the Lease for the First Renewal Term pursuant to Section 35 of the Lease. Should Lessee fail to notify Lessor in writing within the said fifteen (15)-day period of Lessee’s election to lease such available space (and, if so applicable, to so extend the term of the Lease), time being of the essence, then Lessee’s right to lease such available space shall thereupon terminate and be of no force or effect, and Lessor shall be free to lease such available space to any party upon any terms and conditions, subject to Lessee’s rights herein with respect to such space the next time it becomes available to Lessor for leasing to third parties. TenantShould Lessee notify Lessor in writing within the said fifteen (15)-day period of Lessee’s rejection election to lease such available space (and, if so applicable, to so extend the term of any particular Offer the Lease), and if Lessor and Lessee shall fail to Lease shall not relieve Landlord agree on the said fair market rent for such available space within thirty (30) days after Lessor’s receipt of Lessee’s written notification of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes election to lease such available space, then such fair market rent (taking into account the Additional Spacesaid tenant concessions) shall be determined, within sixty (60) days after Lessor’s receipt of Lessee’s written notification of its election to lease such available space, as nearly as practicable in accordance with the “3-broker method” set forth in Section 35 of the Lease. Within ten (10) days after such determination of the fair market rent for the available space, Lessee shall have the right to rescind its exercise of its election to lease such available space by written notice to Lessor within the said ten (10)-day period, time being of the essence. If Lessee fails to so rescind its exercise of its election to lease such available space, then Lessee’s election shall be deemed irrevocable, and Lessor shall prepare, and Lessor and Lessee shall promptly execute and deliver, an addendum to the Lease amending the appropriate provisions hereof. If Lessee so rescinds its election to lease such available space, then Lessor shall be free to lease such available space to any party upon any terms and conditions.

Right of First Negotiation. In the event that a Stockholder desires to -------------------------- Transfer any shares of Common Stock in a Transfer described in clause (y) of Section 4.1(b)(iv), such Stockholder shall give written notice thereof to AT&T PCS, such notice to specify, among other things, the number of shares that such Stockholder desires to sell. For the applicable first negotiation period hereinafter set forth, AT&T PCS shall have the exclusive right to negotiate with such Stockholder with respect to the purchase of such shares; it being understood and agreed that such exclusive right shall not be deemed to be a right of first offer or right of first refusal for the benefit of AT&T PCS and such Stockholder shall have the right to reject any offer made by AT&T PCS during such applicable first negotiation period. Upon the expiration of such applicable first negotiation period, such Stockholder shall have the right (for the applicable offer period hereinafter set forth with respect to each applicable first negotiation period), following the expiration of such applicable first negotiation period, to offer and sell such shares included in such written notice on such terms and conditions as shall be acceptable to such Stockholder in its sole discretion. If at any time through and including of such shares included in such written notice are not sold pursuant to the date that is thirty six (36) months provisions of this Section 4.4 prior to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description expiration of the applicable Additional Spaceoffer period, such shares shall become subject once again to the provision and restrictions hereof. If a Stockholder desires to Transfer shares of Common Stock (a) pursuant to a Registration of Common Stock under Section 5 in an underwritten offering that constitutes a bona fide distribution of such Common Stock pursuant to such Registration, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant applicable first negotiation period shall have be ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease days and the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after applicable offer period upon the expiration of said such first negotiation period shall be one hundred twenty (120) days, (b) pursuant to or in compliance with Rule 144 or Rule 145 or any similar provision then in force, the applicable first negotiation period shall be three (3) hours (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer period upon the expiration of such first negotiation period shall be five (5) business days, and (c) in any single transaction or series of related transactions to one or more Persons which will result in the Transfer by such Stockholder (together with any other Stockholder participating in such single transaction or series of related transactions) of not more than ten percent (10%) of the Common Stock on a fully diluted basis (excluding for such purposes the Series A Preferred Stock and Series B Preferred Stock), the applicable first negotiation period shall be one (1) business day, so long as notice of such proposed Transfer is given to AT&T PCS prior to 9:00 A.M. on the day prior to the date of such proposed Transfer (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer period upon the expiration of such first negotiation period shall be ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spacedays.

Right of First Negotiation. If at any time through and including Notwithstanding the date that is thirty six (36) months foregoing, if the Conditions Precedent are subsequently satisfied prior to the Expiration Date earlier of (as i) the same may be extended)transfer of Phase II by Landlord to a third party; (ii) the termination of the Phase I Lease; (iii) the assignment of the Phase I Lease or subletting by Tenant of more than sixty percent (60%) of Phase I; or (iv) December 31, Landlord intends 1999, then prior to offering to lease all or any portion of the Phase II to any third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below))party, Landlord shall first give notify Tenant of the availability of Phase II (the "Trigger Notice"). Tenant shall have five (5) business days following receipt of the Trigger Notice to deliver written notice to Tenant offering Landlord of Tenant's desire to negotiate to lease all (but not less than all) of Phase II. If Tenant delivers its notice within such Additional Space five day period, Tenant shall have the exclusive right to Tenant on negotiate with Landlord for twenty (20) calendar days after receipt of the Trigger Notice for the lease of all (but not less than all) of Phase II. Neither party shall be under any duty to enter into a lease of Phase II and, in conducting such negotiations, neither party shall be bound by the terms and conditions contained in this Lease or any other prior agreements or discussions. If Tenant does not deliver its notice within such five day period, or if Landlord and Tenant have not entered into a written contract of lease within the Leasetwenty day negotiation period, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s 's rights under this Section paragraph shall terminate, and Landlord shall be free to lease all or any portion of Phase II to one or more third parties on such terms and conditions as Landlord and such parties shall agree. Tenant's rights under this paragraph are subordinate personal to all Tenant and are not assignable. In addition, Tenant's rights as under this paragraph shall not be binding on any purchaser, lender or other successor to the Additional Space currently set forth Landlord's interest in existing leases with tenants in occupancy in the Project as Phase II or any portion of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant shall have ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease the Additional Space from LandlordProject. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spaceparagraph.

Right of First Negotiation. In the event that a Stockholder desires to -------------------------- Transfer any shares of Common Stock following the IPO Date in a Transfer described in clause (y) of Section 4.1(b)(iii), such Stockholder shall give written notice thereof to AT&T PCS, such notice to specify, among other things, the number of shares that such Stockholder desires to sell. For the applicable first negotiation period hereinafter set forth, AT&T PCS shall have the exclusive right to negotiate with such Stockholder with respect to the purchase of such shares; it being understood and agreed that such exclusive right shall not be deemed to be a right of first offer or right of first refusal for the benefit of AT&T PCS and such Stockholder shall have the right to reject any offer made by AT&T PCS during such applicable first negotiation period. Upon the expiration of such applicable first negotiation period, such Stockholder shall have the right (for the applicable offer period hereinafter set forth with respect to each applicable first negotiation period), following the expiration of such applicable first negotiation period, to offer and sell such shares included in such written notice on such terms and conditions as shall be acceptable to such Stockholder in its sole discretion. If at any time through and including of such shares included in such written notice are not sold pursuant to the date that is thirty six (36) months provisions of this Section 4.4 prior to the Expiration Date (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below)), Landlord shall first give written notice to Tenant offering to lease such Additional Space to Tenant on the terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description expiration of the applicable Additional Spaceoffer period, such shares shall become subject once again to the provision and restrictions hereof. If a Stockholder desires to Transfer shares of Common Stock (a) pursuant to a Registration of Common Stock under Section 5 in an underwritten offering that constitutes a bona fide distribution of such Common Stock pursuant to such Registration, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional Space. Tenant applicable first negotiation period shall have be ten (10) Business Days after receipt of an Offer to Lease in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice to Landlord in which Tenant shall agree to lease days and the Additional Space from Landlord. Time is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails to accept an Offer to Lease within such ten (10) Business Days, then Landlord shall thereafter have the right to lease such Additional Space; provided, however, if Landlord does not lease such Additional Premises within ninety (90) days after applicable offer period upon the expiration of said such first negotiation period shall be one hundred twenty (120) days, (b) pursuant to Rule 144, the applicable first negotiation period shall be three (3) hours (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer period upon the expiration of such first negotiation period shall be five (5) business days, and (c) in any single transaction or series of related transactions to one or more Persons which will result in the Transfer by such Stockholder (together with any other Stockholder participating in such single transaction or series of related transactions) of not more than ten percent (10%) of the Common Stock on a fully diluted basis (excluding for such purposes the Series A Preferred Stock), the applicable first negotiation period shall be one (1) business day, so long as notice of such proposed Transfer is given to AT&T PCS prior to 9:00 A.M. on the day prior to the date of such proposed Transfer (it being understood and agreed that such Stockholder shall, in addition to giving written notice of such proposed Transfer by facsimile, use commercially reasonable efforts to contact AT&T PCS by telephone in accordance with Section 12.1) and the applicable offer period upon the expiration of such first negotiation period shall be ten (10) business day period, any further transaction shall be deemed a new determination by Landlord to lease such Additional Space and the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly set forth in the Offer to Lease and otherwise the lease of Additional Space shall be upon all of the agreements, terms, covenants and conditions of the Lease, as amended hereby. Tenant’s right of first negotiation shall be continuous through and including the date that is thirty six (36) months prior to the Expiration Date (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Spacedays.

Right of First Negotiation. If at any time through and including the date that is thirty six (36) months prior to the Expiration Date Landlord shall notify Tenant in writing whenever an Expansion Space (as the same may be extended), Landlord intends to lease all or any portion of the third floor of the building within the Project known as 4160 Dublin Boulevard (the “4160 Building”) or all or any part of the second floor of the Building (collectively, the “Additional Space”), then, prior to entering into such a lease (excluding a lease executed pursuant to the exercise of any Additional Space Superior Rights (defined below) becomes, or is expected to become, available ("Availability Notice")), Landlord . Such notification shall first give written notice to Tenant offering to lease such Additional Space to Tenant on include the rental rate and other terms and conditions of the Lease, as amended by this Amendment, other than Base Rent, upon which shall be the Fair Market Value of such Additional Space, as specified in such notice (an “Offer Landlord Is willing to Lease”). Tenant’s rights under this Section are subordinate to all rights as to the Additional Space currently set forth in existing leases with tenants in occupancy in the Project as of the date of this Amendment, including any renewal, extension, expansion, first offer, first negotiation and other similar rights as set forth on the attached Exhibit E (“Additional Space Superior Rights”). An Offer to Lease shall set forth the description of the applicable Additional Space, the commencement date of the proposed letting, and Landlord’s determination of the Base Rent for the Additional rent expansion Space. Tenant shall have ten THE right of first negotiation for such Expansion Space for a period of thirty (1030) Business Days days after Tenant's receipt of an Offer the Availability Notice. Landlord shall negotiate in good faith with Tenant for the Expansion Space and if no agreement as to Lease the terms of a proposed lease can be reached within thirty (30) days after Tenant's receipt of the Availability Notice, then Landlord may lease the Expansion Space during A one (1) year period thereafter (following which this right of first negotiation shall BE reinstated) to another party on terms (including the terms included in which to accept such offer. Tenant shall accept such offer, if at all, only by irrevocable written notice the definition of Fair Market Rental Value) in the aggregate no less favorable to Landlord in which than Landlord's last offer to Tenant shall agree during such negotiations ("Landlord's Last Offers. If during such one year period Landlord has received a bonafide offer to lease the Additional Expansion Space from Landlord. Time which Landlord is of the essence with respect to Tenant’s acceptance of an Offer to Lease. If Tenant fails prepared to accept an Offer and the aggregate terms OF such lease are less favorable to Lease within such ten (10) Business DaysLandlord than Landlord's Last Offer, then Landlord shall give notice to Tenant of such terms in writing and Tenant shall thereafter have the A right to lease such Additional Space; providedof first refusal, however, if Landlord does not lease such Additional Premises within ninety (90) days after the expiration of said exercisable during a ten (10) business day periodperiod following receipt of such notice, any further transaction shall be deemed a new determination by Landlord to lease such Additional Expansion Space and on the provisions of this paragraph shall again be applicable. Notwithstanding the foregoing, if bona fide lease negotiations are commenced within such ninety (90) day period, such ninety (90) day period shall be extended for so long as such bona fide negotiations continue, not to exceed six (6) months after such ninety (90) day period. If Tenant timely accepts an Offer to Lease, the lease of the applicable Additional Space shall be coterminous with the Lease Term, Base Rent shall be in the amount of the Fair Market Value determined according to Section 10 of this Amendment, Tenant shall accept the Additional Space in its then “as is” condition except as otherwise expressly terms set forth in such notice, If not timely exercised by Tenant, such right of first refusal shall expire with respect to the Offer to Lease and otherwise particular Expansion Space described in the lease notice, For purposes of Additional Space shall be upon all this Section, "Expansion Space" shell mean (a) any rentable space on the first (1st) and/or second (2nd) floaters) of the agreements, terms, covenants and conditions Adjacent Building which is available for lease during months one (1) through eighty-four (84) at the Term of the Lease, as amended herebyand (b) any rentable space on the third (3') floor which is available for lease dt.ring months thirty-seven through eighty-four (84) of the Term of the Lease. Tenant’s right All rights of fi st negotiation and first negotiation refusal pursuant to this Section shall be continuous through and including the date that is thirty six in any event terminate seven (36i) months prior to the Expiration Date years after (as the same may be extended). Tenant’s rejection of any particular Offer to Lease shall not relieve Landlord of its obligation to again offer any Additional Space to Tenant at any time that Landlord subsequently determines that it wishes to lease the Additional Space.he Commencement Date