Common use of Right of First Opportunity Clause in Contracts

Right of First Opportunity. Tenant shall have the right (the “Right of First Opportunity”) to lease the entirety of either Floor 10 or Floor 14 (the first of such floors to become available to lease shall be the “Offer Space”) on the following terms and conditions. If Landlord elects in its sole discretion to market either floor included in the Offer Space for lease on less than a full floor basis, the Right of First Opportunity shall apply separately to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease and Tenant has elected not to include either floor in the Initial Premises. The Right of First Opportunity shall take effect when the Offer Space has been leased to a third party (together with its successors, assigns and subtenants, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice to Tenant (the “Availability Notice”). The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant may exercise its Right of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than ten (10) days after delivery of the Availability Notice to Tenant. If the Offer Space described in the Availability Notice is less than a full floor, Tenant may elect to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is of the essence of this provision and late notice shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and the parties shall execute an amendment to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective as of the date on which possession of the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions of this Lease shall apply to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition and Landlord shall not be required to make improvements to or contribute funds toward any improvements in the Offer Space, except as provided herein.

Right of First Opportunity. Landlord hereby grants to Tenant shall have the right of first opportunity with respect to any space in the Building that is-or becomes vacant and available for lease during the base Term, after expiration of leases currently in effect at the execution of this Lease and expiring in 2010. If any space in the Building (the “Right of First OpportunityRFO Space”) becomes vacant and available for lease at any time during the base Term, after expiration of leases currently in effect at the execution of this Lease and expiring in 2010, then Landlord shall give Tenant notice of the availability of the RFO Space (the “Offer Notice”), the date on which the RFO Space will become available, and the terms, including rent which shall be equal to the then market rent (including all concessions) (the “Market Rent”) for the RFO Space as reasonably determined by Landlord, on which Landlord is willing to lease the entirety RFO Space. To exercise the right of either Floor 10 or Floor 14 first opportunity, Tenant must within five (5) business days after receipt of the first Offer Notice give Landlord notice of such floors Tenant’s desire to become available enter into negotiations with Landlord to lease shall be the “Offer Space”) on the following such space at Market Rent and offered terms and conditions. If otherwise on terms mutually acceptable to Landlord elects in its sole discretion to market either floor included in the Offer Space for lease on less than a full floor basis, the Right of First Opportunity shall apply separately to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease and Tenant has elected not to include either floor in the Initial Premises. The Right of First Opportunity shall take effect when the Offer Space has been leased to a third party (together with its successors, assigns and subtenants, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice to Tenant (the “Availability Negotiation Notice”). If Tenant gives the Negotiation Notice within such five (5) business day period, then Landlord and Tenant shall promptly enter into good faith negotiations to lease such space at Market Rent and otherwise on terms mutually acceptable to Landlord and Tenant. If Tenant fails to give the Negotiation Notice within such space within five (5) business days after Tenant gives the Negotiation Notice, then the right of first opportunity shall immediately terminate as to the RFO Space, and Landlord shall be free to lease the RFO Space, or portions thereof, to third parties. The Availability Notice shall identify the Offer Space that is then term “vacant and available for lease. After ” as used in this Section shall mean that such space has been vacated by the previous tenant and is not subject to any prior options to expand, rights of first eighteen (18) months offer or rights of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as first refusal held by any incentives other tenant or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2)third party. Tenant acknowledges and agrees that Landlord may exercise its Right elect to enter into new lease(s) with existing tenant(s) of First Opportunity for part or all of the Offer RFO Space described in and that if Landlord does so, then the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than ten (10) days after delivery portion of the Availability Notice to Tenant. If the Offer Space described in the Availability Notice is less than a full floor, Tenant may elect to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is of the essence of this provision and late notice RFO space occupied by such existing tenant(s) shall not be effective. If Tenant delivers an Acceptance Noticedeemed vacant and available for lease, then Landlord shall prepare and the parties shall execute only be obligated to submit an amendment Offer Notice to Tenant under this Section 30.27 or to lease RFO Space to Tenant under this Section 30.27 if: (a) Tenant is not in default under this Lease reflecting and would not be but for the inclusion passage of time or the Offer Space as giving of notice; (b) Tenant has not previously been in default under this Lease beyond the applicable cure period; (c) Tenant has not previously assigned this Lease or sublet any part of the Premises effective as individually or in the aggregate, individually or in the aggregate in excess of the date on which possession of the Offer Space 6,700 square feet; (d) this Lease is tendered to Tenant in full force and effect; (the “Offer Space Commencement Date”). e) Tenant’s Share shall be adjusted to include or Guarantor’s net worth and/or net current assets are not below the Rentable Area of level which existed at the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions of time this Lease shall apply was signed; and (f) Tenant is not the subject of a petition in bankruptcy, has not made an assignment for the benefit of creditors or has not had a receiver appointed with respect to the Offer Space except as provided herein. Tenant will lease the Offer Space in it or to a material portion of its then-current as-is condition and Landlord shall not be required to make improvements to or contribute funds toward any improvements in the Offer Space, except as provided hereinassets.

Right of First Opportunity. Tenant Except as otherwise specifically provided herein, in the event Lessor determines that it wants to sell the Non-Litchfield Facilities at any time during the Initial Continuing Term or any Renewal Term, Lessor shall have first in writing offer to enter into negotiations for such sale with the right (the “Right of First Opportunity”) to lease the entirety of either Floor 10 applicable Lessee or Floor 14 (the first any Affiliate of such floors to become available to lease shall be the Lessee (a “Offer Space”) on the following terms and conditions. If Landlord elects in its sole discretion to market either floor included in the Offer Space for lease on less than a full floor basis, the Right of First Opportunity shall apply separately to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease and Tenant has elected not to include either floor in the Initial Premises. The Right of First Opportunity shall take effect when the Offer Space has been leased to a third party (together with its successors, assigns and subtenants, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice to Tenant (the “Availability Seller’s Notice”). The Availability Notice shall identify If the Offer Space that is then available for lease. After the first eighteen applicable Lessee or an Affiliate thereof (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant may exercise its Right of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance NoticeBuyer”) to Landlord no later than shall within ten (10) days after delivery from receipt of Seller’s Notice give Seller Notice ( a “Buyer’s Notice”) that it wishes to enter into good faith negotiations for the purchase of the Availability Leased Properties (a “Notice to Tenant. If of Interest”) within the Offer Space above-described in the Availability Notice is less than ten (10) day period, Seller and Buyer shall enter into good faith negotiations for a full floor, Tenant may elect to lease the partial floor described in the Availability Notice and the Right period of First Offer shall remain in effect for the balance of that floor. Time is thirty (30) days from Seller’s receipt of the essence Notice of this provision and late notice shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and the parties shall execute an amendment to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective as of the date on which possession of the Offer Space is tendered to Tenant Interest (the “Offer Space Commencement DateNegotiation Period”). Tenant’s Share shall be adjusted to include ) for the Rentable Area sale and purchase of the Offer Space effective as Leased Properties. If during the Negotiation Period a written agreement with respect to the purchase and sale of the Offer Space Commencement Date. All of Leased Properties (a “Purchase Agreement”) is executed by Seller and Buyer, Seller shall sell and Buyer shall purchase the Leased Properties on the terms and conditions set forth in the Purchase Agreement. If (i) a Notice of Interest is not given as set forth above, then, for a period of one (1) year after the expiration of the time within which a Notice of Interest was required to be given, or (ii) a Notice of Interest is given but Seller and Buyer do not execute a Purchase Agreement during the Negotiation Period, for a period of one (1) year from the expiration of the Negotiation Period, if Seller in its sole discretion continues to desire to sell all, but not less than all, of the Leased Properties, Seller shall be free to sell all but not less than all of the Leased Properties to any third party for a Cash Price that is not less than ninety eight percent (98%) of a Cash Price offered by written notice to Seller by Buyer during the Negotiation Period, free from any claim of any right to purchase the Leased Properties by Buyer, Sun or any Affiliate of Buyer or Sun but subject in each instance to the rights of the Lessee under this Master Lease, including under this Section 32 with respect to future sales of the Leased Properties. For purposes of the preceding sentence, a “Cash Price” shall be the amount to be received by Seller in cash or equivalent upon the closing of the sale net of prorations and expenses to be borne by Seller. If the Leased Properties are not sold within such one (1) year period, before entering into negotiations with any third party for the sale of the Leased Properties Seller shall first offer to enter into negotiations for the sale thereof to Buyer pursuant to the process described above. The foregoing right of first offer (i) is not assignable by Lessee except to an Affiliate of Lessee, (ii) shall simultaneously and automatically terminate upon termination of this Lease Master Lease, (iii) shall not under any circumstances be extended, modified or in any way altered except by a writing executed by Lessor and Lessee and (iv) shall not apply in the event of either (A) a sale by Omega of all or substantially all of the assets of it and its subsidiaries or (B) a sale/leaseback transaction by Omega with respect to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition and Landlord shall not be required to make improvements to or contribute funds toward any improvements in the Offer Space, except as provided hereinLeased Properties for financing purposes.

Right of First Opportunity. Tenant a. During the Term of this Lease (including, without limitation, the Extended Term, if applicable), Lessor shall notify Lessee ("Lessor's Notice") if either or both Suite 310 (consisting of approximately 15,654 square feet of Rentable Area) on the third floor of the Building and/or Suite 115 on the first floor of the Building become available for Lease (subject to any rights which any then existing tenants of such space may have to lease such space pursuant to lease transactions hereafter entered into in accordance with this Article 64, and any rights held by Inktomi Corporation as the existing tenant of such space, Lessor hereby representing and warranting to Lessee that no current tenant other than Inktomi has any existing rights to the lease of such Suite 115 or Suite 310). Such Lessor's Notice shall provide the basic business terms on which Lessor is willing to rent such space (including, without limitation, Base Rent, improvement allowances and other economic concessions) and shall be given to Lessee prior to such space being made available to any third party (other than any existing tenant having prior rights to such space). Lessee is hereby granted the right of first opportunity to lease such space on the terms as outlined in Lessor's Notice to Lessee. No court arbitrator or third party shall have the right (to challenge the “Right of First Opportunity”) to lease the entirety of either Floor 10 or Floor 14 (the first of such floors to become available to lease shall be the “Offer Space”) on the following terms and conditionsconditions set forth in Lessor's Notice to Lessee. If Landlord elects in its sole discretion to market either floor included in the Offer Space for lease on less than a full floor basis, the Right of First Opportunity Lessee shall apply separately to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease and Tenant has elected not to include either floor in the Initial Premises. The Right of First Opportunity shall take effect when the Offer Space has been leased to a third party (together with its successors, assigns and subtenants, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice to Tenant (the “Availability Notice”). The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant may exercise its Right of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than have ten (10) days after delivery following receipt of the Availability such Lessor's Notice within which to Tenant. If the Offer Space described indicate in the Availability Notice is less than a full floor, Tenant may elect writing its desire to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is of the essence of this provision and late notice shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and the parties shall execute an amendment to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective as of the date on which possession of the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of space under the terms and conditions stated in such Lessor's Notice. If Lessee rejects or fails to accept Lessor's offer within such ten (10) day period, Lessor shall have the right at any time within nine (9) months thereafter to enter into a lease for such available space which was the subject of this Lease the offer made to Lessee in Lessor's notice to any one or more third parties on any terms, covenants and conditions desired by Lessor, and Lessee shall apply have no further right to lease such space, provided that such lease is entered into within nine (9) months following Lessee's receipt of the Offer Space except as provided herein. Tenant will applicable Lessor's Notice and the net effective rent payable under such lease is not less than ninety percent (90%) of the Offer Space in its then-current as-is condition and Landlord shall not be required to make improvements to or contribute funds toward any improvements net effective rent proposed in the Offer Spaceapplicable Lessor's Notice. If Lessee rejects or fails to accept Lessor's offer as set forth in Lessor's Notice within such ten (10) day period, except as provided hereinbut Lessor thereafter desires to lease such space which was the subject of such Lessor's Notice to one or more third parties more than nine (9) months following Lessee's receipt of the applicable Lessor's Notice or at a net effective rent less than ninety percent (90%) of the net effective rent proposed in the applicable Lessor's Notice, then Lessor shall first deliver a new Lessor's Notice with respect to such space to Lessee and Lessee shall again have its right of first opportunity with respect thereto in the manner set forth above.

Right of First Opportunity. Tenant shall have has requested that Landlord grant to Tenant a right to lease any existing tenant space in the Valley Centre Corporate Park that becomes available after the date on which this Amendment is fully executed (each, a “ROFO Space”), and Landlord is agreeable to doing so on the terms of this Paragraph 9. Landlord grants to Tenant a right of first opportunity (the “Right of First Opportunity”) to lease the entirety of either Floor 10 or Floor 14 (the first of such floors to become available to lease shall be the “Offer Space”) on the following terms and conditions. If Landlord elects in its sole discretion to market either floor included each ROFO Space as it becomes available, in the Offer event that any ROFO Space for lease on less than a full floor basis, the Right of First Opportunity shall apply separately to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently becomes available for lease and Tenant has elected not to include either floor in during the Initial Premises. The Right term of First Opportunity shall take effect when the Offer Space has been leased to a third party (together with its successors, assigns and subtenants, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice to Tenant (the “Availability Notice”). The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2)this Lease. Tenant may may, however, exercise its Right of First Opportunity for all in accordance with the terms of this paragraph only with respect to an entire ROFO Space, and only if Tenant has not been in default of any of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than ten (10) days after delivery of the Availability Notice to Tenant. If the Offer Space described in the Availability Notice is less than a full floorterms, Tenant may elect to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is of the essence of this provision and late notice shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and the parties shall execute an amendment to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective as of the date on which possession of the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms covenants and conditions of this Lease beyond applicable notice and cure periods, and is not in default of any terms, covenants and conditions of this Lease beyond applicable notice and cure periods either at the time the Right of First Opportunity is exercised or as of the commencement of the lease of the offered ROFO Space. Following the expiration of a lease affecting any ROFO Space (or in anticipation of such expiration), but prior to offering any ROFO Space for lease to third parties, Landlord shall apply to provide Tenant with written notification that a ROFO Space is available, and the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-market terms on which Landlord is condition willing to lease such ROFO Space, which terms shall include but not be limited to the term of lease for the ROFO Space and the rent applicable thereto (the “Lease Notice”). Tenant shall have ten (10) business days following receipt of the Lease Notice in which to respond to Landlord (the “Lease Notice Period”). If Tenant provides Landlord with written notice of its intent to lease the available ROFO Space within the Lease Notice Period, Landlord and Tenant shall promptly enter into a lease for such space on the same monetary terms and conditions as are set forth in, and for the term specified in, the Lease Notice, but otherwise on the same terms and conditions (with the exception of any free rent, Tenant Improvements or tenant improvement allowance) as are set forth in the Lease. If Tenant fails to provide Landlord written notice of its intent to lease the available ROFO Space within the Lease Notice Period, then Tenant's Right of First Opportunity shall expire as to the current availability of the ROFO Space, Landlord shall not be required free to make improvements lease such ROFO Space to third parties, and Tenant's Right of First Opportunity shall be of no further force or contribute funds toward any improvements in the Offer Space, except effect until such time as provided hereinanother ROFO Space is subsequently available for lease.

Right of First Opportunity. Provided that Tenant has fully and timely performed all of its obligations hereunder, the first time that space becomes available for lease after initially having been leased to and occupied by a third party in Buildings A, B, C, or D in the Project (the "Option Space"), Tenant shall have the a right (the “Right of First Opportunity”) first opportunity to lease the entirety Option Space (in whole, not in part). Each time that Option Space becomes available, Landlord shall notify Tenant of either Floor 10 or Floor the details of the Option Space, including size, location, estimated date of availability, and proposed economic terms, which shall be on terms agreeable to Landlord in Landlord's sole and absolute discretion ("Landlord's Notice"). The Term of the lease of the Option Space shall be co-terminus with the Term set forth in Section 2.1 above, subject to Tenant's right to extend the Term in Section 2.2 above; provided, however, if there is less than 24 months remaining in the then Term, at Landlord's option, the Term for the Premises plus the Option Space shall be extended, so that there is a full 24 months remaining in the Term. Tenant shall have 14 (the first days after receipt of such floors Landlord's Notice to become available notify Landlord that Tenant elects to lease the Option Space on those terms. Landlord agrees not to market the Option Space nor negotiate for lease of the Option Space to third parties during such 14-day period. If Tenant notifies Landlord that it wishes to lease the space during the 14-day period, Landlord shall prepare either a new lease for the Option Space or an amendment to the Lease for the Option Space and Tenant must execute and return the document to Landlord or otherwise respond with any reasonably requested modifications to such documents within 5 business days after receipt or Tenant shall be deemed to have withdrawn its exercise of the right of first opportunity for that particular Option Space. Provided Tenant has entered into a lease with Landlord on or before December 31, 2019 for the space located in Building C currently leased by PARTECH, Inc. ("Partech Space Lease") and such lease commences within 30 days of the date PARTECH, Inc. vacates its premises, the Base Rent rate for the Option Space shall be the “Offer same rate as the Expansion Premises and, Tenant shall receive the same leasing concessions, including tenant improvement allowance (calculated per square foot of the Option Space”) and abated rent, as Tenant receives with respect to the Expansion Premises, but prorated based on the following terms and conditionslength of the term of the Option Space. If Landlord elects in its sole discretion to market either floor included in the Offer Space for lease on less than a full floor basisIf, however, the Right Partech Space Lease has not been entered into and commenced by such date(s), the terms of First Opportunity the lease of the Option Space shall apply separately be on terms agreeable to each increment of space on the first such floor to become available to lease. Floor 10 Landlord in Landlord's sole and Floor 14 are currently available for lease and Tenant has elected not to include either floor in the Initial Premisesabsolute discretion. The Right rights of First Opportunity shall take effect when the Offer Space has been leased to a third party first opportunity in this Section are (together with its successors, assigns and subtenants, the “Initial Tenant”a) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice personal to Tenant (the “Availability Notice”). The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant and may exercise its Right of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than ten (10) days after delivery of the Availability Notice to Tenant. If the Offer Space described in the Availability Notice is less than a full floor, Tenant may elect to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is of the essence of this provision and late notice shall not be effective. If Tenant delivers an Acceptance Noticeexercised by any subtenant or assignee of Tenant, then Landlord shall prepare and the parties shall execute an amendment (b) subject to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective all rights granted to other tenants as of the date on which possession hereof, and (c) subject to a contingency following Tenant's exercise of the Offer right of first opportunity for Landlord's receipt of final approval from its Real Estate Committee upon substantially the same terms as Section 6 below. Similarly, any Option Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions of this Lease shall apply to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition and Landlord shall not be required considered available if the then current tenant of that space wishes to make improvements to remain there via exercise of a renewal right or contribute funds toward any improvements in the Offer Space, except as provided hereinby negotiation with Landlord.

Right of First Opportunity. If (i) at any time there is no space available for lease (as defined in Section 28B) in the Building, (ii) Tenant is leasing at least a Rentable Area equal to the Initial Rentable Area and (iii) Tenant has not exercised an Extension Option with respect to less than seventy-five percent (75%) of the Premises then with respect to any lease which Landlord hereafter intends to enter into with a third-party tenant for either all or any portion of the Option Space (but excluding any new or renewal lease or lease expansion with any then existing tenant of all or any portion of the Option Space pursuant to an option or right in such tenant’s lease or, with respect to a renewal lease, pursuant to new negotiations between Landlord and such tenant), Landlord shall give Tenant written notice of such intent (“Landlord’s Notice”) prior to Landlord entering into such lease. Tenant’s rights hereunder shall not be applicable to any such Option Space which becomes available for leasing during the last year of the Term (i.e., the last year of the initial Term or the last year of the First Extension Term unless Tenant has exercised the applicable Extension Option) or the last three (3) years of the Second Extension Term. Landlord’s Notice shall specify (i) the location and rentable area of the portion of the Option Space which Landlord desires to lease (which is henceforth referred to as the “Actual Option Space”), (ii) the proposed lease term for the Actual Option Space, (iii) the date the Actual Option Space shall be available for occupancy, (iv) the annual rate of base rent per square foot of rentable area which Landlord desires to charge for the Actual Option Space, (v) the amount of all rent adjustments which Landlord desires to charge for the Actual Option Space, including, without limitation, fixed and/or indexed rent adjustments and rent adjustments for Expenses and Taxes for the Building (and corresponding base year, if applicable), and (vi) the tenant concessions (e.g., rent abatements and tenant improvement allowances), if any, which Landlord would be willing to provide to lease the Actual Option Space. Tenant shall thereupon have the a right (the “Right of First Opportunity”) to lease all, but not less than all, of the entirety of either Floor 10 or Floor 14 (the first of such floors Actual Option Space, subject to become available to lease shall be the “Offer Space”) on the following terms and conditions. If Landlord elects in its sole discretion to market either floor included in the Offer Space for lease on less than a full floor basis, the Right of First Opportunity shall apply separately to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease and Tenant has elected not to include either floor in the Initial Premises. The Right of First Opportunity shall take effect when the Offer Space has been leased to a third party (together with its successors, assigns and subtenants, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice to Tenant (the “Availability Notice”). The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant may exercise its Right of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than ten (10) days after delivery of the Availability Notice to Tenant. If the Offer Space described in the Availability Notice is less than a full floor, Tenant may elect to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is of the essence of this provision and late notice shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and the parties shall execute an amendment to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective as of the date on which possession of the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions of this Lease shall apply to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition and Landlord shall not be required to make improvements to or contribute funds toward any improvements in the Offer Space, except as provided herein.:

Right of First Opportunity. The Tenant shall have the right (the “Right of First Opportunity”) first opportunity to lease the entirety of either Floor 10 or Floor 14 (the first of such floors to become available to lease shall be the “Offer Space”) on the following terms and conditions. If Landlord elects in its sole discretion to market either floor included in the Offer Space for lease on less than a full floor basis, the Right of First Opportunity shall apply separately to each increment of space premises located on the first such floor to become available to lease. Floor 10 (1st), fifth (5th) and Floor 14 are currently available for lease and Tenant has elected not to include either floor in sixth (6th) floors of the Initial Premises. The Right of Building (the "First Opportunity shall take effect when the Offer Space has been leased to a third party (together with its successors, assigns and subtenants, the “Initial Tenant”Premises") and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice to Tenant (the “Availability Notice”). The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant may exercise its Right of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than ten (10) days after delivery of the Availability Notice to Tenant. If the Offer Space described in the Availability Notice is less than a full floor, Tenant may elect to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is of the essence of this provision and late notice shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and the parties shall execute an amendment to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective as of the date on which possession of the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions of this Lease shall apply and subject to the Offer Space except limitation more particularly set out in paragraph (6) of the Fourth Lease Amendment provided that the Tenant is then not in default under the terms of the Lease and this Fifth Lease Amendment. In the event that the Tenant shall agree with the Landlord to lease any of the First Opportunity Premises for a term commencing before the 1st day of August, 1999 and ending on the expiry of the Additional Premises Term, then the basic rent for such premises shall be based on an annual rental rate of Eight 50/100 Dollars ($8.50) until the 31st day of January, 2000 and on an annual rental rate of Twelve Dollars ($l2.O0) from the 1st day of February, 2000 until the 31st day of January, 2005. Any premises leased pursuant to this right of first opportunity shall be leased on an "as provided herein. Tenant will lease is, as viewed" basis and the Offer Space in its then-current as-is condition Landlord shall not provide any tenant's allowance, fixturing period or tenant's inducement and Landlord shall not be required to make improvements complete any Landlord's work for or to such premises whatsoever, and any provisions of the Lease, herein or contribute funds toward in any improvements earlier lease amendment, which relate to any of the foregoing being provided by the Landlord, waived by the Landlord, not made by the Landlord or of a similar nature shall not be effective in any manner whatsoever in respect of such premises. Notwithstanding anything contained herein or in the Offer SpaceLease to the contrary, except as provided herein.the right of early termination referred to in paragraph (5) hereof and in paragraph (10) or the Fourth Lease Amendment shall not be applicable to any of the First Opportunity Premises. INITIAL /s/ Tenant /s/ Landlord

Right of First Opportunity. Tenant shall have In the right event at any time during the Term either [i] Landlord elects to seek a purchaser of the Leased Property (the “Right of First OpportunityOpportunity Event”) to lease the entirety of either Floor 10 or Floor 14 [ii] Landlord receives a bona fide offer from a third party (the first of such floors “Offer”) setting forth the terms and conditions upon which it proposes to become available purchase the Leased Property which it is interested in accepting, but in no event shall Landlord be obligated to lease shall be accept (the “Offer SpaceRight of First Refusal Event”) on ), the following terms and conditions. If Landlord elects in its sole discretion to market either floor included in provisions shall apply: In the Offer Space for lease on less than a full floor basis, event of the occurrence of the Right of First Opportunity shall apply separately to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease and Tenant has elected not to include either floor in the Initial Premises. The Right of First Opportunity shall take effect when the Offer Space has been leased to a third party (together with its successors, assigns and subtenants, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenantEvent, Landlord shall deliver provide Tenant with written notice of its intent to Tenant sell the Leased Property and its proposed terms with respect thereto (the “Availability Opportunity Notice”). The Availability Landlord and Tenant shall have a period of 30 days after Tenant’s receipt of the Opportunity Notice (the “Protected Period”) to negotiate in good faith with respect to the terms and conditions under which such transaction shall identify occur (the “Opportunity Transaction”). In the event Landlord and Tenant are unable to reach agreement within the Protected Period with respect to the terms of the Opportunity Transaction, then Landlord shall be free to enter into negotiations with respect to the Opportunity Transaction with any other person or entity; provided, however, that Landlord shall not be permitted to consummate a transaction with any other person or entity on terms which are less favorable to Landlord than those offered to Tenant during the Protected Period without first offering Tenant the opportunity on written notice setting forth such terms to consummate the Opportunity Transaction on such alternative terms and conditions (the “Modified Opportunity Notice”); provided, however, that Tenant shall be deemed to have waived its right to proceed with such revised Opportunity Transaction in the event it does not advise Landlord of its election to proceed within 5 days after its receipt of the Modified Opportunity Notice. In the event of the occurrence of a Right of First Refusal Event, Landlord shall provide Tenant with a true and correct copy of the Offer Space that is then available for lease. After (the first eighteen (18) months “Right of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2First Refusal Notice”). Tenant may exercise shall have 10 days from its Right receipt of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than ten (10) days after delivery of the Availability Notice to Tenant. If the Offer Space described in the Availability Notice is less than a full floor, Tenant may elect to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain Refusal Notice to advise Landlord in effect for writing whether it is prepared to purchase the balance of that floor. Time is of Leased Property on the essence of this provision same terms and late notice shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and conditions as set forth in the parties shall execute an amendment to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective as of the date on which possession of the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”)Offer. Tenant’s Share failure to so advise Landlord within such 10 day period shall be adjusted deemed to include be a determination by Tenant not to exercise the Rentable Area right of first refusal provided for herein, at which time Landlord shall be free to consummate the transaction which was the subject of the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions of this Lease shall apply to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition and Offer; provided, however, that Landlord shall not be required permitted to make improvements to or contribute funds toward any improvements modify the terms specified in the Offer Spacein an manner more favorable to the third party than those reflected in the original Offer (the “Modified Offer”) without first again offering Tenant the opportunity to consummate a transaction on the terms set forth in the Modified Offer; provided, except however, that Tenant shall be deemed to have waived its right to proceed with such a transaction in the event it does not advise Landlord of its election to proceed within 5 days after its receipt of the Modified Offer. In the event Landlord does not consummate a transaction on the terms provided for in the Offer or the Modified Offer, as applicable, within 120 days after the date thereof, Landlord shall not be permitted to sell the Leased Property to the Offeror or to any other party, whether on the terms set forth in the Offer or the Modified Offer, as applicable, or pursuant to a new Offer without again first offering Tenant an option to consummate a transaction on the terms specified in the Offer, the Modified Offer or any new Offer, as applicable; provided, however, that Tenant shall be deemed to have waived its rights hereunder in the event it does not advise Landlord of its election to proceed within 5 days after its receipt of another copy of the Offer or of the Modified Offer or the new Offer, as applicable. In the event Tenant exercises its right of first refusal or right of first opportunity provided for herein, Tenant and Landlord shall have a period of 30 days in which to enter into one or more written agreements outlining the terms and conditions, in addition to those set forth in the Offer or Modified Offer, if applicable, on which the sale will occur (the “Transaction Documents”). In the event Landlord and Tenant fail to execute the Transaction Documents within said 10 day period, then Tenant shall be deemed to have forfeited its rights hereunder with respect to such transaction; provided, however, that Landlord shall not be permitted to sell the Leased Property to any other person or entity on terms which are less favorable to Landlord than those offered to Tenant during the Protected Period or beyond the expiration of the 120 day period provided for in clause (c), without first complying with the terms of this §13.1 unless Landlord and Tenant failed to execute the Transaction Documents as a result of Tenant’s bad faith in the negotiation of the terms of such Transaction Documents, in which case Landlord shall be permitted to sell the Leased Property to any other person or entity regardless of the terms of such transaction. 3360\019:05/27/04 --LEASE 7 TBARKE\COLUMBIA PACIFIC XXX\XXXXX XXXXXXX 00 Any sale of the Leased Property by Landlord pursuant to this §13, other than to Tenant, shall be subject to the rights of Tenant under this Lease, including, but not limited to, its rights under this §13. Any closing pursuant to, and the consequences to Tenant of failing to close after exercising its rights under §13.1, shall be in accordance with the terms set forth in the Offer or Modified Offer and in the Transaction Documents executed pursuant to the terms of this Article 13.

Right of First Opportunity. Tenant LESSOR agrees that it will not enter into any agreement to sell or otherwise transfer LESSOR's interest in all or any portion of the building (or land or facilities relating thereto) unless and until LESSOR shall have the right (the “Right of First Opportunity”) to lease the entirety of either Floor 10 or Floor 14 (the first of such floors to become available to lease shall be the “Offer Space”) on the following terms and conditions. If Landlord elects in its sole discretion to market either floor included in the Offer Space for lease on less than a full floor basis, the Right of First Opportunity shall apply separately to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease and Tenant has elected not to include either floor in the Initial Premises. The Right of First Opportunity shall take effect when the Offer Space has been leased to a third party (together complied with its successors, assigns and subtenants, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice to Tenant (the “Availability Notice”). The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant may exercise its Right of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than ten (10) days after delivery provisions of the Availability Notice to Tenantthis Section. If during the Offer Space described in the Availability Notice is less than a full floor, Tenant may elect to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is of the essence term of this provision and late notice shall not be effective. If Tenant delivers an Acceptance NoticeLease, then Landlord shall prepare and the parties shall execute an amendment LESSOR proposes or desires to this Lease reflecting the inclusion of the Offer Space as sell all or any part of the Premises effective building (or land or facilities relating thereto), LESSOR shall give LESSEE written notice of such intention, which notice (LESSOR's Offer") shall set forth all material terms and conditions of such proposed sale (including, without limitation, the gross cash price and any payment terms which LESSOR is willing to accept) and shall constitute an offer to sell the building to LESSEE at the gross cash price and upon the terms stated therein. LESSOR's Offer shall be accompanied by a list of all tenants and occupants in the building (whether under leases or otherwise) as of the date on which possession of LESSOR's Offer. LESSOR's Offer shall also be accompanied by a schedule including the size of each tenant's premises, the base rent and escalation reimbursements, the permitted use, length of term and length and number of extension and/or expansion options. LESSEE's acceptance of LESSOR's Offer shall be by written notice given within thirty (30) days following receipt of LESSOR's Offer. LESSEE's acceptance shall set a date of closing not less than fourteen (14), nor more than sixty (60), days after receipt by LESSOR of LESSEE's acceptance. It is the contemplation of the parties that LESSOR's Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share LESSEE pursuant hereto shall be adjusted to include made by LESSOR in good faith and that the Rentable Area offering price will be based upon LESSOR's then good faith estimate of the Offer Space effective as then fair market value of the Offer Space Commencement Date. All of property, and that the other terms and conditions of this Lease the offer shall apply be in accordance with normal and customary practice in the metropolitan Boston area. If LESSEE fails to accept LESSOR's Offer within thirty (30) days of receipt, or if prior to thirty (30) days LESSEE rejects LESSOR's Offer, LESSOR shall be free to sell the Building to such third party as LESSOR may desire upon terms and conditions not materially more favorable (I.E., at a purchase price not less than 90% of that proposed to LESSEE) than those set forth in LESSOR's Offer, and LESSEE shall execute and deliver to LESSOR, in recordable form, a certificate reciting that LESSEE received LESSOR's Offer and rejected or failed to accept said offer. If LESSEE accepts LESSOR's Offer, (i) LESSOR shall deliver to LESSEE copies of such reports, inspections, surveys, title insurance policies and like due diligence material as LESSOR may then have in its possession as to the Offer Space Property (which shall be kept in confidence by LESSEE, and shall be without any representation or warranty whatsoever by LESSOR), and (ii) LESSOR shall, on the date specified in LESSEE's notice of acceptance, deliver the deed conveying the building to LESSEE or its nominee or assignee, and (iii) LESSEE shall pay LESSOR the price specified in LESSOR's Offer, making payment in cash (subject to ordinary and customary adjustments consistent with local conveyancing practices). The deed shall be at least the equivalent of a so-called "Massachusetts statutory quitclaim deed," and shall convey a good and clear record and marketable title to the building, free from all encumbrances and restrictions except (a) this lease; (b) the existing tenancies; (c) provisions of local zoning laws and other laws, codes and ordinances then in effect; (d) such real estate taxes for the current tax year as provided herein. Tenant will lease are not yet due and payable on the Offer Space in its then-current as-is condition date of the delivery of the deed; (e) liens for municipal betterments assessed after the mailing of lessee's acceptance of LESSOR's Offer; and Landlord shall not be required (f) any other encumbrance or restriction which LESSEE accepts by written instrument delivered to make improvements to or contribute funds toward any improvements in LESSOR at the Offer Space, except as provided hereintime of the delivery of the deed.

Right of First Opportunity. Tenant shall have The "Additional Space" is the right (the “Right of First Opportunity”) to lease the entirety of either Floor 10 or Floor 14 (the first of such floors to become available to lease shall be the “Offer Space”) leasable area on the following terms and conditions. If Landlord elects in its sole discretion to market either floor included in the Offer Space for lease on less than a full floor basis, the Right of First Opportunity shall apply separately to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease and Tenant has elected not to include either third floor in the Initial Building, exclusive of the Premises. The Right At any time during the Term of First Opportunity shall take effect when the Offer Space has been leased this Lease that Landlord quotes or intends to quote to a third party prospective tenant (together with other than an existing tenant who is renewing or extending its successorslease), assigns on Landlord's initiative or in response to an inquiry from such a prospective tenant the term and subtenants, the “Initial Tenant”) and again becomes available financial consideration for which Landlord would be willing to lease on all or a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenantportion of the Additional Space, Landlord shall deliver written notice to Tenant (communicate the “Availability Notice”). The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant may exercise its Right of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than ten (10) days after delivery of the Availability Notice same information to Tenant. If the Offer Space described in the Availability Notice is less than Tenant specifically acknowledges that, once a full floor, Tenant third party may elect be willing to lease the partial floor described in Additional Space for a term which is longer than the Availability Notice and unexpired balance of the Right Term hereof (or as part of First Offer shall remain in effect for a larger space). Landlord may offer the Additional Space or the applicable portion thereof to Tenant on terms which require Tenant to extend the balance of that floor. Time is the Term hereof to coincide with the length of the essence term being considered with respect to a third party as a condition to Landlord's offer and to Tenant. Tenant shall have seventy-two (72) hours after receipt of this provision such communication to execute a lease or an addendum hereto with Landlord for the Additional Space or the applicable portion on the terms set forth herein not inconsistent with such communication. Should Tenant fail to execute such a lease or addendum, or otherwise indicate rejection of such communication, Landlord may negotiate with such third party and late notice execute a lease with the third party on any terms negotiated, whether similar or dissimilar to those originally communicated to Tenant, so long as Landlord's communication to Tenant was made in good faith. Tenant's failure to execute an addendum or a new lease as herein provided shall not be effective. If Tenant delivers an Acceptance Noticeterminate Tenant's rights under this Section if a lease with the third party is not executed; provided however, then Landlord if a lease with the third party is signed, this shall prepare and the parties shall execute an amendment terminate Tenant's rights hereunder as to this Lease reflecting the inclusion such of the Offer Additional Space as part is so leased and also to any of the Additional Space not so issued to the third party but which is then separated from the Premises effective as of by the date on which possession of space leased to the Offer Space is tendered third party. All communications and notices under this Section shall be hand delivered during business hours to Landlord at 225 X.X. Xxxxxxxx, Xxxxxxxx, Xxxxxx 00000 xxx to Tenant (at the “Offer Space Commencement Date”)Premises. This is not an option nor a right of first refusal; Tenant shall not have rights such as those of first refusal. The rights of Tenant under this Section 44 are not assignable and shall terminate upon any assignment, sublease, or event of default hereunder by Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions , or any termination of this Lease shall apply to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition and Landlord shall not be required to make improvements to or contribute funds toward any improvements in the Offer Space, except as provided hereinof Tenant's right of possession hereunder.

Right of First Opportunity. In the event Landlord determines to sell the Premises, Landlord shall give Tenant written notice of such intent (“Landlord’s Sale Notice”). Tenant shall have thirty (30) days after Landlord’s Sale Notice to negotiate for the purchase of the Premises. Landlord shall negotiate with Tenant during such period in good faith. In the event Landlord and Tenant do not execute a purchase agreement within such thirty-day period, subject to extensions mutually agreed upon in writing by the parties. Landlord shall thereafter have the right (to sell the “Right Premises. subject to the terms of First Opportunity”) this Lease, to lease the entirety of either Floor 10 or Floor 14 (the first of such floors to become available to lease shall be the “Offer Space”) any third party on the following any terms and conditionsconditions negotiated with such third party. If Landlord elects in its sole discretion to market either floor included Notwithstanding the foregoing, in the Offer Space event the purchase price for lease on the Premises negotiated with such third party is less than a full floor basis, 93% of the Right of First Opportunity shall apply separately to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease and Tenant has elected not to include either floor in the Initial Premises. The Right of First Opportunity shall take effect when the Offer Space has been leased to a third party (together with its successors, assigns and subtenants, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified amount last offered by Landlord will be available to Tenant for leasing to a new tenantthe Premises, Landlord shall deliver written notice to notify Tenant (the “Availability Notice”). The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant may exercise its Right of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Second Notice”) to Landlord no later than ten and provide Tenant with a copy of such third-party purchase agreement. Tenant shall have fifteen (1015) days after delivery of the Availability Second Notice to Tenantpurchase the Premises for such purchase price and terms and conditions agreed with such third party by executing and returning to Landlord the purchase agreement given with the Second Notice. If In the Offer Space described in event Tenant does not execute the Availability purchase agreement given with the Second Notice is less than a full floorwithin such fifteen (15) day period, Tenant may elect to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is of the essence of this provision and late notice shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and be free to sell the parties Premises to such third party or any other party subject to the purchase price restriction set forth above. The right in this Section 43 shall execute an amendment apply only to this Lease reflecting the inclusion of the Offer Space as part sale of the Premises effective as by Landlord, XX-XX AtriCure, LLC, and not to any subsequent landlord and shall be null and void and of no further force and effect after the completion of the date on which possession of sale by the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions of this Lease shall apply to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition and Landlord shall not be required to make improvements to or contribute funds toward any improvements in the Offer Space, except as provided hereinoriginal landlord named hereunder.

Right of First Opportunity. Tenant shall have the right (the “Right of First Opportunity”) to lease the entirety of either Floor 10 or Floor 14 (the first of such floors to become available to lease shall be the “Offer Space”) on the following terms and conditions. If Landlord elects in its sole discretion to market either floor included in the Offer Space for lease on less than a full floor basis, the This Right of First Opportunity shall apply separately to each increment those portions of the Building not included within the initial Premises (the "Expansion Space"). At such time as Landlord intends to offer all or part of the Expansion Space for lease (other than pursuant to an expansion or renewal right of another tenant existing as of the date of full execution of this Lease), Landlord shall so notify Tenant, which notice shall include the terms (rate, term, etc.) on which Landlord intends to offer the Expansion Space or part thereof (the "Offered Space"). Regardless of whether Landlord intends to offer a tenant improvement allowance to the general public, in its notice to Tenant, Landlord shall set forth what the offer would be if a Five Dollar ($5.00) per rentable square foot improvement allowance were offered for improvement of the Expansion Space. In addition, the Expansion Space shall include use of parking stalls, without charge, at the same ratio of parking stalls to rentable square footage of the Expansion Space as exists with respect to the rentable square footage of the initial Premises and the number of parking stalls provided pursuant to Section 1(1). If Landlord is offering a portion of the Expansion Space in conjunction with other, adjacent space, Landlord may designate the entirety of such offered space as the Offered Space. Tenant shall have five (5) business days from receipt of such notice to notify Landlord that Xxxxxx agrees to enter into a lease for the Offered Space on the first terms stated in Landlord's notice or to enter into a lease for the Offered Space on such floor other terms as may be mutually agreeable to become available to lease. Floor 10 and Floor 14 are currently available for lease Landlord and Tenant has elected in their sole discretion. If Xxxxxx does not to include either floor enter into a lease for the Offered Space as provided in the Initial Premisesproceeding sentence, this Right of First Opportunity immediately and without further action by Landlord terminate in its entirely. The Right of First Opportunity shall take effect when be exercisable by Tenant only if Tenant is in possession of the Offer Space Premises under this Lease and is not then nor has ever been leased to a third party (together with its successors, assigns and subtenants, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice to Tenant (the “Availability Notice”)in material default under this Lease. The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant may exercise its Right of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) is personal to Landlord no later than ten (10) days after delivery of the Availability Notice to Tenant. If the Offer Space described in the Availability Notice is less than a full floor, Tenant may elect to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is of the essence of this provision and late notice shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and the parties shall execute an amendment to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective as of the date on which possession of the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions of this Lease shall apply to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition and Landlord shall not be required to make improvements to exercisable by any assignee or contribute funds toward any improvements in the Offer Space, except as provided hereinsublessee.

Right of First Opportunity. Tenant Except as otherwise specifically provided herein, in the event Lessor determines that it wants to sell the Leased Properties at any time during the Initial Continuing Term or any Renewal Term, Lessor shall have first in writing offer to enter into negotiations for such sale with the right (the “Right of First Opportunity”) to lease the entirety of either Floor 10 applicable Lessee or Floor 14 (the first any Affiliate of such floors to become available to lease shall be the “Offer Space”) on the following terms and conditionsLessee (a "Seller's Notice"). If Landlord elects in its sole discretion to market either floor included in the Offer Space for lease on less than a full floor basis, the Right of First Opportunity applicable Lessee or an Affiliate thereof ("Buyer") shall apply separately to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease and Tenant has elected not to include either floor in the Initial Premises. The Right of First Opportunity shall take effect when the Offer Space has been leased to a third party (together with its successors, assigns and subtenants, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice to Tenant (the “Availability Notice”). The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant may exercise its Right of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than within ten (10) days after delivery from receipt of Seller's Notice give Seller Notice ( a Buyer's Notice") that it wishes to enter into good faith negotiations for the purchase of the Availability Leased Properties (a "Notice to Tenantof Interest") within the above-described ten (10) day period, Seller and Buyer shall enter into good faith negotiations for a period of thirty (30) days from Seller's receipt of the Notice of Interest (the Negotiation Period") for the sale and purchase of the Leased Properties. If during the Offer Space described in Negotiation Period a written agreement with respect to the Availability Notice is less than a full floor, Tenant may elect to lease the partial floor described in the Availability Notice purchase and the Right of First Offer shall remain in effect for the balance of that floor. Time is sale of the essence of this provision Leased Properties (a "Purchase Agreement") is executed by Seller and late notice Buyer, Seller shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord sell and Buyer shall prepare and purchase the parties shall execute an amendment to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective as of the date Leased Properties on which possession of the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions set forth in the Purchase Agreement. If (i) a Notice of Interest is not given as set forth above, then, for a period of one (1) year after the expiration of the time within which a Notice of Interest was required to be given, or (ii) a Notice of Interest is given but Seller and Buyer do not execute a Purchase Agreement during the Negotiation Period, for a period of one (1) year from the expiration of the Negotiation Period, if Seller in its sole discretion continues to desire to sell all, but not less than all, of the Leased Properties, Seller shall be free to sell all but not less than all of the Leased Properties to any third party for a Cash Price that is not less than ninety eight percent (98%) of a Cash Price offered by written notice to Seller by Buyer during the Negotiation Period, free from any claim of any right to purchase the Leased Properties by Buyer, Sun or any Affiliate of Buyer or Sun but subject in each instance to the rights of the Lessee under this Master Lease, including under this Section 32 with respect to future sales of the Leased Properties. For purposes of the preceding sentence, a "Cash Price" shall be the amount to be received by Seller in cash or equivalent upon the closing of the sale net of prorations and expenses to be borne by Seller. If the Leased Properties are not sold within such one (1) year period, before entering into negotiations with any third party for the sale of the Leased Properties Seller shall first offer to enter into negotiations for the sale thereof to Buyer pursuant to the process described above. The foregoing right of first offer (i) is not assignable by Lessee except to an Affiliate of Lessee, (ii) shall simultaneously and automatically terminate upon termination of this Lease Master Lease, (iii) shall not under any circumstances be extended, modified or in any way altered except by a writing executed by Lessor and Lessee and (iv) shall not apply in the event of either (A) a sale by Omega of all or substantially all of the assets of it and its subsidiaries or (B) a sale/leaseback transaction by Omega with respect to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition and Landlord shall not be required to make improvements to or contribute funds toward any improvements in the Offer Space, except as provided hereinLeased Properties for financing purposes.

Right of First Opportunity. The Landlord hereby grants to the Tenant, prior to the Commencement Date, and as an ongoing right through term of the Lease and any renewal terms, the first right of opportunity to lease up to five thousand (5,000) square feet of additional office space (the “Expansion Office Space”), from any space that comes available for lease in the Building. The Tenant shall have five (5) business days following written notification from the Landlord or its agent to exercise this right (the “Right of First Opportunity”) to lease the entirety of either Floor 10 or Floor 14 (the first of by notice in writing; failing such floors to become available to lease it shall be the “Offer Space”) on the following terms and conditionsdeemed to have waived such right of first opportunity. If a period of sixty (60) days has passed between the date that the Landlord elects in its sole discretion provided said written notice to market either floor included in the Offer Tenant of a particular portion of the Expansion Office Space for lease on less than a full floor basisbeing available, the Right Landlord shall be required to continue to provide renewed notice to the Tenant for its right of First Opportunity shall apply separately to each increment first opportunity so that not more than sixty (60) days passes between the Tenant obtaining said written notice and waiving its right of space on first opportunity and the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease and Tenant has elected not to include either floor in Landlord leasing said portion of the Initial Premises. The Right of First Opportunity shall take effect when the Offer Expansion Office Space has been leased to a third party (together with its successors, assigns and subtenantsparty. Should this right be exercised, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord space shall deliver written notice to Tenant (the “Availability Notice”). The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant may exercise its Right of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than ten (10) days after delivery of the Availability Notice to Tenant. If the Offer Space described in the Availability Notice is less than a full floor, Tenant may elect to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is of the essence of this provision and late notice shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and the parties shall execute an amendment to this Lease reflecting the inclusion of the Offer Space as form part of the Premises effective as of and the date on which possession of the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the same terms and conditions of this the Lease shall apply apply, including the option to terminate and lease expiry date, but excluding the leasehold improvement allowance, inducements and net rental rate. It is understood that this space will be provided to the Offer Space except Tenant on an “as provided hereinis” basis. Landlord to advise the Tenant will of terms and conditions and Tenant shall have (10) business days to accept failing which Landlord may lease the Offer Space in its then-current as-is condition and Landlord shall not be required to make improvements to third (3rd) party any time thereafter on such terms or contribute funds toward any improvements in the Offer Space, except as provided hereinhigher.

Right of First Opportunity. Tenant shall have Sublessor hereby grants to Sublessee the right of first offer with respect to (a) the “Right of First Opportunity”) to lease the entirety of either Floor 10 or Floor 14 (the first of such floors to become available to lease shall be the “Offer Space”) on the following terms and conditions. If Landlord elects in its sole discretion to market either floor included in the Offer Space for lease on less than a full floor basis, the Right of First Opportunity shall apply separately to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease and Tenant has elected not to include either floor in of the Initial Premises. The Right of First Opportunity shall take effect when the Offer Space has been Building previously leased to a third party by NEPCO (together with its successors, assigns and subtenants, the “Initial TenantNEPCO Space”) and again becomes available (b) any space in the Building that is presently occupied by Sublessor that Sublessor elects to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be make available for leasing to a new tenant, Landlord shall deliver written notice to Tenant sublease during the Term (the “Availability NoticeRFO Space”). The Availability Notice shall identify the Offer NEPCO Space that is then currently vacant and available for leasesublease and Sublessor may give Sublessee notice of the availability of the NEPCO Space at any time during the Term. After If Sublessor elects to make available any of the first eighteen (18) months of RFO Space for sublease during the Term, then Sublessor shall give Sublessee notice of the Availability availability of the RFO Space. Any such notice with respect to either the NEPCO Space or the RFO Space is hereinafter referred to as the “Offer Notice”. The Offer Notice shall include set forth the rent schedule applicable terms on which Sublessor is willing to lease the Offer NEPCO Space as well as any incentives or allowances Landlord is offering which and/or the RFO Space, provided, that such terms shall represent bona fide market terms, and shall reflect Landlord’s opinion a rent no higher than the then-current fair market rent for the space as reasonably determined by Sublessor. To exercise the right of the Market Rent (as defined in Section 3.2). Tenant may exercise its Right of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than first offer, Sublessee must within ten (10) days after delivery receipt of the Availability Offer Notice give Sublessor notice of its acceptance of Sublessor’s offer to Tenantlease the NEPCO Space and/or the RFO Space (the “Acceptance Notice”). If Sublessee gives the Acceptance Notice within such ten (10) day period, then Sublessor shall lease the NEPCO Space and/or the RFO Space to Sublessee on the terms set forth in the Offer Notice. If Sublessee fails to give the Acceptance Notice within such ten (10) day period, then the right of first offer shall immediately terminate as to the NEPCO Space and/or the RFO Space, and Sublessor shall be free to lease the NEPCO Space and/or the RFO Space, or portions thereof, to third parties. If the Offer NEPCO Space described in is thereafter leased, but subsequently again becomes vacant and available for sublease during the Availability Notice is less than a full floorTerm, Tenant may elect or if Sublessor elects subsequently to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is make available any of the essence of this provision and late notice shall not be effective. If Tenant delivers an Acceptance NoticeRFO Space for sublease during the Term, then Landlord Sublessor shall prepare and the parties shall execute an amendment to this Lease reflecting the inclusion give Sublessee notice of the Offer Space as part availability of the Premises effective NEPCO Space and/or the RFO Space, as of the date on which possession of the Offer Space is tendered to Tenant case may be (the “Offer Notice”) and the terms on which Sublessor is willing to lease the NEPCO Space Commencement Dateand/or the RFO Space, provided, that such terms shall represent bona fide market terms, and shall reflect a rent no higher than the then-current fair market rent for the space, as reasonably determined by Sublessor. To exercise this second opportunity for the right of first offer, Sublessee must within ten (10) days after receipt of the Offer Notice give Sublessor notice of its acceptance of Sublessor’s offer to lease the NEPCO Space and /or the RFO Space (“Acceptance Notice”). Tenant’s Share If Sublessee gives the Acceptance Notice within such ten (10) day period, then the Sublessor shall be adjusted lease the NEPCO Space and /or the RFO Space to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of Sublessee on the terms and conditions of this Lease shall apply to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition and Landlord shall not be required to make improvements to or contribute funds toward any improvements set forth in the Offer Notice. If the Sublessee fails to give the Acceptance Notice within such ten (10) day period, then this second opportunity for the right of first offer shall immediately terminate as to the NEPCO Space and/or the RFO Space, except as provided hereinand Sublessor shall be free to lease the NEPCO Space and/or the RFO Space, or portions thereof, to third parties.

Right of First Opportunity. As long as the Tenant is Architel Systems Corporation and itself is in occupation of and conducting its business in the whole of the premises leased pursuant to the Lease and this Fourth Amendment to Lease in accordance with the terms thereof, the Tenant expressly acknowledging and agreeing that this first opportunity to lease is personal to it, and as long as the Tenant has not been in default under the Lease or hereunder, then, during the Additional Premises Term, if the Landlord wishes to lease from time to time, any premises located on the first (1st) or the fourth (4th) floor of the Building (the "Opportunity Premises"), the Tenant shall have the right (the “Right of First Opportunity”) a first opportunity to lease the entirety of either Floor 10 or Floor 14 (the Opportunity Premises in an "as is" then condition. Such first of such floors to become available opportunity to lease shall be exercisable as follows: When the “Offer Space”Landlord anticipates that it can lease the Opportunity Premises, or any part thereof, to a third party, the Landlord will give notice to the Tenant of the Gross Area of and location of the Opportunity Premises or part thereof it anticipates leasing, the date it will be available for occupancy, the basic rent, the term for which it is available and otherwise the terms and conditions on which the Landlord will lease the same to the Tenant. The Tenant will have five (5) business days following its receipt of the Landlord's notice to agree to lease the Opportunity Premises described in the Landlord's notice from the Landlord on the following terms and conditionsconditions set out in the Landlord's notice. If within such five (5) business day period, the Tenant does not enter into an agreement to lease as aforesaid, the Landlord elects in its sole discretion will be free at any time thereafter to market either floor included lease all or any part of the Opportunity Premises referred to in the Offer Space for lease on less than a full floor basis, the Right of First Opportunity shall apply separately to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease and Tenant has elected not to include either floor in the Initial Premises. The Right of First Opportunity shall take effect when the Offer Space has been leased said notice to a third party (together with its successorsor parties for a term no longer than the term set out in the Landlord's notice and at a basic rent no lower than set out in the Landlord's notice, assigns and subtenantsbut otherwise on such terms as the Landlord deems INITIAL /s/ Tenant /s/ Landlord XXXX the Landlord anticipates that it can lease the Opportunity Premises in respect of XXXX notice was given at a lower basic rent then specified in the said notice, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice to Tenant (the “Availability Notice”). The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant may exercise its Right of First Opportunity for all of the Offer Space Premises described in the Availability Notice by delivering irrevocable written said notice (an “Acceptance Notice”) will again be subject to Landlord no later than ten (10) days after delivery of the Availability Notice to Tenant. If the Offer Space described in the Availability Notice is less than a full floorforegoing first opportunity, Tenant may elect The aforesaid first opportunity to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is of the essence of this provision and late notice shall not be effective. If Tenant delivers applicable in respect of any of the Opportunity Premises which is presently leased with renewal rights to an Acceptance Notice, then existing tenant of the Landlord unless such existing tenant shall not renew its lease or which is subject to any rights that the Landlord shall prepare and the parties shall execute an amendment have granted to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective as of any other tenant prior to the date on which possession of the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions of this Lease shall apply to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition and Landlord shall not be required to make improvements to or contribute funds toward any improvements in the Offer Space, except as provided hereinhereof.

Right of First Opportunity. Provided this Lease shall be in full force and effect, Tenant shall not then be in default of the Lease, and Tenant shall then be occupying one hundred percent (100%) of the Demised Premises, if any space on the second (2nd) floor of the Building shall become available for reletting after the expiration of the third (3rd) year of the Lease Term and any tenant having a prior right of first opportunity shall fail to exercise such right, then Tenant shall have the a right (the “Right of First Opportunity”) first opportunity to lease such space for its own use at the entirety of either Floor 10 or Floor 14 (the first of such floors to become available to then-prevailing market rental rate, but not less than Tenant's then-escalated rental rate. Such lease shall be the “Offer Space”) on the following terms and conditions. If Landlord elects in its sole discretion to market either floor included in the Offer Space for lease on less than a full floor basis, the Right of First Opportunity shall apply separately to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease and Tenant has elected not to include either floor in the Initial Premises. The Right of First Opportunity shall take effect when the Offer Space has been leased to a third party (together with its successors, assigns and subtenants, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice to Tenant (the “Availability Notice”). The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant may exercise its Right of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than ten (10) days after delivery of the Availability Notice to Tenant. If the Offer Space described in the Availability Notice is less than a full floor, Tenant may elect to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is of the essence of this provision and late notice shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and the parties shall execute an amendment to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective as of the date on which possession of the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of upon the terms and conditions of this the original Lease exclusive of any tenant improvements or build-out and rental abatement. Promptly after learning of the availability of any such space and of the aforesaid tenant's failure to exercise their prior rights of first opportunity to lease such space, Landlord shall apply give Tenant written notice of same, which notice shall include the terms and conditions for the available space. Tenant shall have five (5) business days from receipt of Landlord's written notice to Tenant within which to exercise such right by notifying Landlord of its election in writing. Upon receipt of Tenant's notice to exercise its right of first opportunity Landlord shall, within a period of ten (10) days, forward a lease or amendment to the Offer Space except as provided hereinLease to Tenant for execution. Tenant will must execute said agreement within five (5) business days of receipt. In the event Tenant exercises its right of first opportunity, the lease the Offer Space in its then-current as-is condition terms and Landlord shall not be required to make improvements to or contribute funds toward any improvements in the Offer Spaceconditions, except as provided otherwise stated herein, will be based on the existing lease terms and conditions then in effect. The right of first opportunity granted hereby may not be assigned or transferred by Tenant.

Right of First Opportunity. Tenant shall have the right (the “Right of First Opportunity”) to lease the entirety of either Floor 10 or Floor 14 (the first of such floors to become available to lease shall be the “Offer Space”) on the following terms and conditions. If Landlord elects in its sole discretion to market either floor included in the Offer Space for lease on less than a full floor basis, the This Right of First Opportunity shall apply separately to each increment Building G, Unit 140 of 22118 20th Avenue SE, Bothell, Washingxxx 00000 (xxx "Xxxansion Spaxx"). Xxxx Xxxxx xx Xxxxx Xxxxxxxxxxx xxxxx be subordinate to any other pre-existing tenant's expansion rights as of the date of mutual execution of this Second Amendment and Landlord shall further be entitled to voluntarily allow existing tenants to extend or renew their leases. Except as provided above, at such time as Landlord intends to offer all or any part of the Expansion Space for lease, Landlord shall so notify Tenant, which notice shall include the terms (rate, term, etc.) on which Landlord intends to offer the Expansion Space or part thereof (the "Offered Space"). If Landlord is offering a portion of the Expansion Space in conjunction with other, adjacent space, Landlord may designate the entirety of such offered space as the Offered Space. Tenant shall have five (5) business days from receipt of such notice to notify Landlord that Tenant agrees to enter into a lease for the Offered Space on the first terms stated in Landlord's notice or to enter into a lease for the Offered Space on such floor other terms as may be mutually agreeable to become available to lease. Floor 10 and Floor 14 are currently available for lease Landlord and Tenant has elected in their sole discretion. If Tenant does not to include either floor enter into a lease for the Offered Space as provided in the Initial Premisesproceeding sentence, this Right of First Opportunity immediately and without further action by Landlord shall terminate in its entirety. The This Right of First Opportunity shall take effect when the Offer Space has been leased to a third party (together with its successors, assigns and subtenants, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified be exercisable by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice to Tenant (the “Availability Notice”). The Availability Notice shall identify the Offer Space that only if Tenant is then available for lease. After the first eighteen (18) months in possession of the TermPremises under this Lease and is not then, nor, from and after the Availability Notice shall include the rent schedule parties' mutual execution of this Second Amendment, ever has been, in default beyond any applicable to the Offer Space as well as notice and cure period under this Lease. Notwithstanding any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion other provision of the Market Rent (as defined in Section 3.2). Tenant may exercise its this Section, this Right of First Opportunity for all shall expire on the Expiration Date of the Offer Space described in Extended Term or the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than ten (10) days after delivery earlier termination of the Availability Notice Lease, provided that if Tenant exercises its Option to Tenant. If the Offer Space described in the Availability Notice is less than a full floorRenew, Tenant may elect to lease the partial floor described in the Availability Notice and the this Right of First Offer Opportunity shall remain in effect for be extended until the balance of that floor. Time is expiration or termination of the essence Second Extended Term. Furthermore, this Right of this provision First Opportunity shall be personal to Tenant and late notice shall may not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and the parties shall execute an amendment to this Lease reflecting the inclusion exercised by any subtenant or assignee of the Offer Space as part of the Premises effective as of the date on which possession of the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions of this Lease shall apply to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition and Landlord shall not be required to make improvements to or contribute funds toward any improvements in the Offer Space, except as provided herein.

Right of First Opportunity. Tenant shall have Subject to any pre-existing rights of other tenants within the right (the “Right of First Opportunity”) Complex to lease the entirety all or any portion of either Floor 10 or Floor 14 (the first of such floors to become available to lease shall be the “Offer Space”) on the following terms and conditions. If Landlord elects in its sole discretion to market either floor included in the Offer Space for lease on less than a full floor basis, the Right of First Opportunity shall apply separately Premises (as defined below), and provided Lessee is not in default under the terms and conditions of the Lease as of the date Lessee notifies Lessor of its desire to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease and Tenant has elected not to include either floor in the Initial Premises. The exercise a Right of First Opportunity (as defined below), Lessee shall take effect when have a right of first opportunity through the Offer Space has been leased to a third party end of the Term (together with its successors, assigns and subtenants, the “Initial Tenant”"Right of First Opportunity") and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be any space adjacent to the Premises which becomes available for leasing to a new tenant, Landlord shall deliver written notice to Tenant third parties during the Term (the “"Right of First Opportunity Premises"), subject to the terms and conditions hereof. Immediately prior to the date on which Lessor contemplates offering all or a portion of the First Opportunity Premises to third parties (in such case, a "Proposal"), Lessor shall notify Lessee, in writing, as to the date in the future ("Availability Date") when such Right of First Opportunity Premises shall be available to Lessee ("Lessor's Notice”"). The Availability , which Lessor's Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months also contain a narrative description of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion terms of the Market Rent Proposal. Lessee must notify Lessor, in writing, within five (as defined in Section 3.2). Tenant may 5) days immediately following Lessee's receipt of Lessor's Notice of Lessee's desire to exercise its Right of First Opportunity for all ("Lessee's First Opportunity Notice") with respect to that portion of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than ten (10) days after delivery of the Availability Notice to Tenant. If the Offer Space described in the Availability Notice is less than a full floor, Tenant may elect to lease the partial floor described in the Availability Notice and the Right of First Offer Opportunity Premises designated in Lessor's Notice ("Designated Space"). Lessee's Right of First Opportunity must be exercised as to one hun- dred percent (100%) of the Designated Space. If Lessee does not notify Lessor of its election to exercise its Right of First Opportunity with respect to the Designated Space within said five (5) day period, then, in such event, Lessee shall remain be deemed to have elected not to exercise its Right of First Opportunity with respect to the Designated Space and shall be deemed to have waived its Right of First Opportunity with respect to such Designated Space. If Lessee elects to exercise Lessee's Right of First Opportunity within the aforesaid five (5) day period, then, in effect such event, Lessee shall lease the Designated Space, as of the Availability Date, on the same terms and conditions contained in the Lease, except (i) Rent for the balance of that floor. Time is Designated Space shall be the rent set forth in the Proposal and (ii) the term "Premises" for all purposes of the essence of this provision and late notice Lease shall not be effectiveinclude the Designated Space. If Tenant In the event Lessee delivers an Acceptance Lessee's First Opportunity Notice, then Landlord shall prepare and the parties shall execute enter into an amendment to this the Lease reflecting to reflect the inclusion incorporation of the Offer Designated Space as part of into the Premises effective as and the terms referenced in this Paragraph 10. In the event Lessee fails to exercise its Right of the date on which possession of the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share First Opportunity, Lessor shall be adjusted free to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions of this Lease shall apply to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition Right of First Opportunity Premises, which was the subject of Lessor's Notice, to such parties and Landlord shall not be required to make improvements to or contribute funds toward any improvements in the Offer Space, except upon such terms as provided hereinLessor may elect.

Right of First Opportunity. 26.1 Subject to the existing tenants' rights identified on Exhibit J attached hereto ("Existing Rights"), provided Tenant is not in Default as of the date Tenant notifies Landlord of its desire to exercise a Right of First Opportunity (as defined below), Tenant shall have a right of first opportunity prior to Landlord's lease of the right Right of First Opportunity Premises (defined below) to a third party through the “end of the Term, as same may be extended, pursuant to the terms of Article XXVI hereof ("Right of First Opportunity”") to lease (a) any retail space located in the entirety of either Floor 10 Building, as the same may exist from time to time, or Floor 14 (b) any space contiguous to the first of such floors to become available to lease shall be the “Offer Space”) Premises on the following 7th and/or 10th floors (either, the "Right of First Opportunity Premises"), subject to the terms and conditionsconditions hereof. If Landlord elects in its sole discretion to market either floor included in Notwithstanding the Offer Space for lease on less than a full floor basisforegoing, the Right of First Opportunity shall not apply separately to each increment any lease, the term of space on which is to commence within the first such floor last six (6) months of the Term of this Lease, as the same may be extended. Landlord shall, prior to become available to lease. Floor 10 and Floor 14 are currently available for Landlord's lease and Tenant has elected not to include either floor in of any of the Initial Premises. The Right of First Opportunity Premises, notify Tenant, in writing ("Landlord's Notice") (i) as to the date in the future ("Availability Date") when such Right of First Opportunity Premises shall take effect when be available to Tenant, (ii) Landlord's determination of the Offer Space has been leased Expansion Prevailing Market Rate as defined below ("Landlord's Notice"), (iii) any allowances or rent concessions being offered by Landlord with respect to a third party the Right of First Opportunity Premises, (together with its successors, assigns and subtenants, the “Initial Tenant”iv) and again becomes available to lease on the base year, if other than a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available full pass through for leasing to a new tenant, Landlord shall deliver written notice to Tenant (the “Availability Notice”). The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule Operating Expenses and Taxes applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Right of First Opportunity Premises. In the event that Tenant disagrees with Landlord’s opinion determination of Expansion Prevailing Market Rate, then, at Tenant’s election, the parties shall determine Expansion Prevailing Market Rent Rate in accordance with the provisions of Article XXVII (as defined in Section 3.2f) (except the first sentence thereof) and Article XXVII (g). Tenant may must notify Landlord, in writing, within twenty (20) days immediately following Tenant's receipt of Landlord's Notice of Tenant's desire to exercise its Right of First Opportunity for all with respect to that portion of the Offer Right of First Opportunity Premises designated in Landlord's Notice ("Designated Space"). Tenant's Right of First Opportunity must be exercised as to one hundred percent (100%) of the Designated Space described upon the terms set forth in Landlord's notice. If Tenant does not notify Landlord of its election to exercise its Right of First Opportunity with respect to the Designated Space within said twenty (20) day period, then, in such case, Tenant shall be deemed to have elected not to exercise its Right of First Opportunity with respect to the Designated Space and shall be deemed to have waived its Right of First Opportunity with respect to such Designated Space. Notwithstanding the foregoing, in the Availability event the Designated Space is not leased to a third party at greater than or equal to ninety-five percent (95%) of the Expansion Prevailing Market Rate proposed in Landlord's Notice by delivering irrevocable written notice on or before two hundred seventy (an “Acceptance 270) days after the date of Landlord's Notice”) , Tenant's Right of First Opportunity with respect to the Designated Space shall be deemed reinstated. In such event, Landlord no later than shall notify Tenant of the reinstatement of Tenant's Right of First Opportunity with respect to the Designated Space ("Reinstatement Notice"). Tenant shall have ten (10) days after delivery receipt of the Reinstatement Notice to advise Landlord of its election to exercise its Right of First Opportunity. If Tenant does not notify Landlord of its election to exercise its Right of First Opportunity with respect to the Designated Space within said ten (10) day period, then, in such case, Tenant shall be deemed to have elected not to exercise its Right of First Opportunity with respect to the Designated Space and shall be deemed to have waived its Right of First Opportunity with respect to such Designated Space. If Tenant elects to exercise its Right of First Opportunity and so notifies Landlord of same within the aforesaid time periods, then, in such case, Tenant shall lease the Designated Space as of the Availability Date on the same terms and conditions contained in Landlord's Notice except (i) Basic Rent for the Designated Space shall be the then Expansion Prevailing Market Rate as set forth in Landlord's Notice or as determined pursuant to Article XXVII(f) and (g) below, (ii) the term "Premises" for all purposes of the Lease shall include the Designated Space, (iii) the numerator of Tenant. If 's Proportionate Share shall increase by the Offer amount of the rentable area contained within the Designated Space, (iv) the Designated Space described shall (a) to the extent unimproved be delivered to Tenant in the Availability then as-is condition with an allowance, if any, specified in Landlord's Notice (prorated to the extent the Term remaining herein is less than a full floor, Tenant may elect that set forth in Landlord's Notice) and (iv) the term applicable to lease the partial floor described in the Availability Notice and the Right of First Offer Designated Space shall remain in effect for be the balance of that floor. Time is of the essence of this provision and late notice shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and the parties shall execute an amendment to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective Term as of the date on which possession of Landlord delivers the Offer Designated Space is tendered to Tenant set forth in Landlord's' Notice (the “Offer "Designated Space Commencement Possession Date”"). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions of this Lease shall apply to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition and Landlord shall not be required to make improvements to or contribute funds toward any improvements in the Offer Space, except as provided herein.

Right of First Opportunity. With respect to any lease which -------------------------- Landlord hereafter intends to enter into with a third-party tenant for either (i) all or any portion of the ROFO Space, or (ii) the space described in clause (i) above plus any other space in the Building (for purposes hereof, any such other space shall be deemed to be part of the ROFO Space), Landlord shall give Tenant written notice of such intent ("Landlord's ROFO Notice") prior to Landlord entering into such lease. Landlord's ROFO Notice shall specify (i) the location and rentable area of the portion of the ROFO Space which Landlord desires to lease (which is henceforth referred to as the "Actual ROFO Space"), (ii) the proposed lease term for the Actual ROFO Space, (iii) the date Landlord will deliver possession of the Actual ROFO Space for Tenant to commence tenant improvements to prepare the Actual ROFO Space for Tenant's occupancy (which must be at least two months prior to the commencement of the lease term for the Actual ROFO Space), (iv) the annual rate of base rent per square foot of rentable area which Landlord desires to charge for the Actual ROFO Space, which shall not exceed the "Fair Market Rent" for such space. "Fair Market Rent" means the annual amount per rentable square foot that a willing, comparable, non-equity, non-renewal, non-expansion new tenant would pay, and a willing landlord of a comparable first-class office building in the pertinent market would accept at arms' length, giving appropriate consideration to annual rental rates per rentable square foot, the type of escalation clauses (including, but without limitation, operating expenses, real estate taxes and CPI), the extent of liability under the escalation clauses (e.g., whether determined on a "net lease" basis or by increases over a particular base year or base dollar amount), abatement provisions reflecting free rent and/or no rent during the period of construction or any other period during the lease term, brokerage commissions, length of lease term, size and location of premises being leased, level of existing improvements, building standard work letter and/or tenant improvement allowances, if any, creditworthiness of tenant and other generally applicable terms and conditions of tenancy for the space in question (Landlord may exclude from such consideration the terms of any lease of space in the Building or the Phase II Building by Landlord, its managing agent or its lender or any of their affiliates), but such rental rate per rentable square foot of the ROFO Space shall not at any time during the Term be less than the rental rate per rentable square feet of the Initial Premises at such time, (v) the amount of all rent adjustments which Landlord desires to charge for the Actual ROFO Space, including, without limitation, fixed and/or indexed rent adjustments and rent adjustments for Expenses and Taxes for the Building, and (vi) the tenant concessions (e.g., rent abatements and tenant improvement allowances), if any, which Landlord would be willing to provide to lease the Actual ROFO Space. Items (iv) through (vi) in the preceding sentence shall be quoted by Landlord in Landlord's Notice for a hypothetical lease having a lease term which would expire on the Expiration Date of the Term (unless the commencement date of the lease term of the Actual Option Space will be on or after the third anniversary of the Commencement Date, in which case Landlord may, in Landlord's ROFO Notice, set forth an expiration date Landlord believes will be acceptable to third parties). Tenant shall thereupon have the a right (the “a "Right of First Opportunity”") to lease all, but not less than all, of the entirety of either Floor 10 or Floor 14 (the first of such floors Actual ROFO Space, subject to become available to lease shall be the “Offer Space”) on the following terms and conditions. If Landlord elects in its sole discretion to market either floor included in the Offer Space for lease on less than a full floor basis, the Right of First Opportunity shall apply separately to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease and Tenant has elected not to include either floor in the Initial Premises. The Right of First Opportunity shall take effect when the Offer Space has been leased to a third party (together with its successors, assigns and subtenants, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice to Tenant (the “Availability Notice”). The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant may exercise its Right of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than ten (10) days after delivery of the Availability Notice to Tenant. If the Offer Space described in the Availability Notice is less than a full floor, Tenant may elect to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is of the essence of this provision and late notice shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and the parties shall execute an amendment to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective as of the date on which possession of the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions of this Lease shall apply to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition and Landlord shall not be required to make improvements to or contribute funds toward any improvements in the Offer Space, except as provided herein.:

Right of First Opportunity. With respect to the first lease and only the first lease which Landlord hereafter intends to enter into with a third-party tenant for either (i) all or any portion of the Option Space, or (ii) the space described in clause (i) above plus any other space in the Building (for purposes hereof, any such other space shall be deemed to be part of the Option Space) and which has a lease term commencing at any time prior to January 1, 2007 (but excluding any new or renewal lease or lease expansion with any then existing tenant of all or any portion of the Option Space), Landlord shall give Tenant written notice of such intent ("Landlord's Notice") prior to Landlord entering into such lease. The Landlord's Notice shall specify (i) the location and rentable area of the portion of the Option Space which Landlord desires to lease (which is hereinafter referred to as the "Actual Option Space"), (ii) the proposed lease term for the Actual Option Space, (iii) the date upon which the Actual Option Space shall be available for occupancy, (iv) the annual rate of base rent per square foot of rentable area which Landlord desires to charge for the Actual Option Space, (v) the amount of all rent adjustments which Landlord desires to charge for the Actual Option Space, including, without limitation, fixed and/or indexed rent adjustments and rent adjustments for operating expenses and real estate taxes for the Building [and corresponding base amounts], and (vi) the tenant concessions (e.g., rent abatements and tenant improvement allowances), if any, which Landlord would be willing to provide to lease the Actual Option Space; it being agreed that items (iv) through (vi) above shall be quoted by Landlord in Landlord's Notice for a hypothetical lease having a lease term which would expire on the Expiration Date of the Term of this Lease. Tenant shall thereupon have the a one-time right (the “"Right of First Opportunity”") to lease all, but not less than all, of the entirety of either Floor 10 or Floor 14 (the first of such floors Actual Option Space, subject to become available to lease shall be the “Offer Space”) on the following terms and conditions. If Landlord elects in its sole discretion to market either floor included in the Offer Space for lease on less than a full floor basis, the Right of First Opportunity shall apply separately to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease and Tenant has elected not to include either floor in the Initial Premises. The Right of First Opportunity shall take effect when the Offer Space has been leased to a third party (together with its successors, assigns and subtenants, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice to Tenant (the “Availability Notice”). The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant may exercise its Right of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than ten (10) days after delivery of the Availability Notice to Tenant. If the Offer Space described in the Availability Notice is less than a full floor, Tenant may elect to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is of the essence of this provision and late notice shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and the parties shall execute an amendment to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective as of the date on which possession of the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions of this Lease shall apply to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition and Landlord shall not be required to make improvements to or contribute funds toward any improvements in the Offer Space, except as provided herein.:

Right of First Opportunity. Subject to the existing tenants’ rights identified on Schedule 7 (“Existing Rights”), provided Tenant is not in Default as of the date Tenant notifies Landlord of its desire to exercise a Right of First Opportunity (as defined below), Tenant shall have a right of first opportunity prior to Landlord’s lease of the right Right of First Opportunity Premises (defined below) to a third party through the end of the Term, as same may be extended pursuant to the terms of Article 34 hereof (“Right of First Opportunity”) to lease (a) any space contiguous to the entirety of either Floor 10 Premises or Floor 14 (the first of such floors to become available to lease shall be the “Offer Space”b) on the following terms and conditions. If Landlord elects in its sole discretion to market either floor included any other space in the Offer Space for lease on less than Building which equals or exceeds fifty percent (50%) of a full floor basis(the “Right of First Opportunity Premises”), subject to the terms and conditions hereof. Notwithstanding the foregoing, the Right of First Opportunity shall not apply separately to each increment any lease, the term of space on which is to commence within the first such floor last six (6) months of the Term of this Lease, as the same may be extended pursuant to become available the term of Article 34 hereof. Landlord shall, prior to lease. Floor 10 and Floor 14 are currently available for Landlord’s lease and Tenant has elected not to include either floor in of any of the Initial Premises. The Right of First Opportunity shall take effect when the Offer Space has been leased to a third party Premises, notify Tenant, in writing (together with its successors, assigns and subtenants, the “Initial TenantLandlord’s Notice”) and again becomes (i) as to the date in the future (“Availability Date”) when such Right of First Opportunity Premises shall be available to lease on a direct basis from Tenant, (ii) Landlord. Thereafter’s determination of the Fair Market Rental Value in accordance with Schedule 6, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice to Tenant attached (the “Availability Landlord’s Notice”). The Availability Notice shall identify , (iii) any allowances or rent concessions being offered by Landlord with respect to the Offer Space that is then available Right of First Opportunity Premises, (iv) and the base year, if other than a full pass through for lease. After the first eighteen (18) months of the TermExpenses, the Availability Notice shall include the rent schedule Common Area Charges and Taxes applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Right of First Opportunity Premises. Tenant must notify Landlord, in writing, within twenty (20) days immediately following Tenant’s receipt of Landlord’s opinion Notice of the Market Rent (as defined in Section 3.2). Tenant may Tenant’s desire to exercise its Right of First Opportunity for all with respect to that portion of the Offer Right of First Opportunity Premises designated in Landlord’s Notice (“Designated Space”). Tenant’s Right of First Opportunity must be exercised as to one hundred percent (100%) of the Designated Space described upon the terms set forth in Landlord’s notice. If Tenant does not notify Landlord of its election to exercise its Right of First Opportunity with respect to the Designated Space within said twenty (20) day period, then, in such case, Tenant shall be deemed to have elected not to exercise its Right of First Opportunity with respect to the Designated Space and shall be deemed to have waived its Right of First Opportunity with respect to such Designated Space. Notwithstanding the foregoing, in the Availability event the Designated Space is not leased to a third party at greater than or equal to ninety-five percent (95%) of the Fair Market Rental Value proposed in Landlord’s Notice by delivering irrevocable written notice on or before two hundred seventy (an 270) days after the date of Landlord’s Notice, Tenant’s Right of First Opportunity with respect to the Designated Space shall be deemed reinstated. In such event, Landlord shall notify Tenant of the reinstatement of Tenant’s Right of First Opportunity with respect to the Designated Space (“Acceptance Reinstatement Notice”) to Landlord no later than ). Tenant shall have ten (10) days after delivery receipt of the Reinstatement Notice to advise Landlord of its election to exercise its Right of First Opportunity. If Tenant does not notify Landlord of its election to exercise its Right of First Opportunity with respect to the Designated Space within said ten (10) day period, then, in such case, Tenant shall be deemed to have elected not to exercise its Right of First Opportunity with respect to the Designated Space and shall be deemed to have waived its Right of First Opportunity with respect to such Designated Space. If Tenant elects to exercise its Right of First Opportunity and so notifies Landlord of same within the aforesaid time periods, then, in such case, Tenant shall lease the Designated Space as of the Availability Date on the same terms and conditions contained in Landlord’s Notice except (i) Base Rent for the Designated Space shall be the then Fair Market Rental Value (“First Opportunity Base Rent”) as set forth in Landlord’s Notice or if disputed by Tenant, determined pursuant to Schedule 6 hereof, (ii) the term “Premises” for all purposes of the Lease shall include the Designated Space (iii) the numerator of Tenant. If ’s Proportionate Share shall increase by the Offer amount of the rentable area contained within the Designated Space described (iv) the Designated Space shall (a) to the extent unimproved be delivered to Tenant in the Availability then as-is condition with an allowance equal to allowance, if any, specified in Landlord’s Notice (prorated to the extent the Term remaining herein is less than a full floor, Tenant may elect that set forth in Landlord’s Notice) and (iv) the term applicable to lease the partial floor described in the Availability Notice and the Right of First Offer Designated Space shall remain in effect for be the balance of that floor. Time is of the essence of this provision and late notice shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and the parties shall execute an amendment to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective Term as of the date on which possession of Landlord delivers the Offer Designated Space is tendered to Tenant set forth in Landlord’s Notice (the “Offer Designated Space Commencement Possession Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions of this Lease shall apply to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition and Landlord shall not be required to make improvements to or contribute funds toward any improvements in the Offer Space, except as provided herein.

Right of First Opportunity. During the period from and after the date of execution of this Lease through the initial Term of this Lease (the “First Opportunity Period”), Tenant shall have the a right of first opportunity (the “Right of First Opportunity”) to lease any available rentable space located in the entirety of either Floor 10 or Floor 14 (Building, and to the first of such floors to become available to lease shall be extent that no further rentable space remains in the Building, then in the adjacent building located at 0000 000xx Xxxxxx XX and commonly known as the “Offer Conifer Building” (each such space a “First Opportunity Space”) on the following terms ), in accordance with, and conditions. If Landlord elects in its sole discretion to market either floor included in the Offer Space for lease on less than a full floor basissubject to, the Right of First Opportunity shall apply separately to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease and Tenant has elected not to include either floor in the Initial Premises. The Right of First Opportunity shall take effect when the Offer Space has been leased to a third party (together with its successors, assigns and subtenants, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice to Tenant (the “Availability Notice”). The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant may exercise its Right of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than ten (10) days after delivery of the Availability Notice to Tenant. If the Offer Space described in the Availability Notice is less than a full floor, Tenant may elect to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is of the essence of this provision and late notice shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and the parties shall execute an amendment to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective as of the date on which possession of the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions set forth in this Exhibit K in the event that the First Opportunity Space becomes “available for lease to third parties” (as defined below) and Landlord receives a request for proposal, a letter of intent, or a similar offer for the leasing of such space from a qualified third party (a “Third Party Offer”). For purposes hereof, a First Opportunity Space shall become “available for lease to third parties” if (a) Landlord is free to lease the space to the general public unencumbered by any renewal rights, extension rights, expansion rights, rights of First Opportunity, rights of first refusal or other similar rights in favor of other tenants in the Project; and (b) Landlord intends to market the space to the general public (i.e., the space will not be occupied by Landlord, any of its Affiliates or successors, or by an existing tenant of the space, whether or not the renewal or extension of the existing tenant’s lease is pursuant to an express written provision in such tenant’s lease, and without regard to whether such renewal or extension is characterized by the parties thereto as a “renewal”, “extension” or “new lease”) (all of the foregoing described in clauses (a) and (b) being herein collectively referred to as “Superior Rights”). In the event that Tenant exercises its Termination Option as provided in Exhibit I of this Lease Lease, this Exhibit K shall apply to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition automatically terminate and Landlord shall not be required to make improvements to of no further force or contribute funds toward any improvements in the Offer Space, except as provided hereineffect.

Right of First Opportunity. Subject to the rights of the tenants in the Xxxxx Building, which building is adjacent to the Building, and so long as the Xxxxx Building is owned by Landlord or one of its affiliates, Tenant shall have a one-time right of first opportunity (“ROFO”) as to (i) the right approximately 38,631 square foot space in the Xxxxx Building identified on Exhibit C hereto as “Space A” and (ii) the approximately 30,749 square foot space in the Xxxxx Building identified on Exhibit C hereto as “Space B” (the “Right of First OpportunityROFO Premises”) when each of the spaces comprising the ROFO Premises becomes available for lease for the first time during the Extended Term; provided, however, that in no event shall Landlord be required to lease either of the entirety spaces comprising the ROFO Premises to Tenant for any period past the date on which the Lease Agreement expires or is terminated pursuant to its terms. To the extent that (a) Landlord renews or extends a then-existing lease for a portion of either Floor the ROFO Premises with any then-existing tenant, (b) Landlord enters into a new lease with such then-existing tenant for the same premises, (c) the then-existing tenant for a portion of the ROFO Premises holds-over at the end of the existing lease term, or (d) any portion of the ROFO Premises is subject to a right of first offer or right of first opportunity with another tenant as of the date hereof, the affected space shall not be deemed to be ROFO Premises for the purposes of this Section 10 or Floor 14 (and Tenant shall have no ROFO at that time with respect to the first applicable portion of such floors to become available to lease shall be the “Offer Space”) on ROFO Premises. In the following terms and conditions. If event Landlord elects in its sole discretion intends to market either floor included in of the Offer Space spaces comprising the ROFO Premises for lease on less than a full floor basis, the Right of First Opportunity shall apply separately to each increment of space on the first such floor to become available to lease. Floor 10 and Floor 14 are currently available for lease and Tenant has elected not to include either floor in the Initial Premises. The Right of First Opportunity shall take effect when the Offer Space has been leased to a third party (together with its successors, assigns and subtenants, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver provide written notice thereof to Tenant (the “Availability NoticeNotice of Offer”). The Availability Notice shall identify , specifying the Offer Space that is then available for lease. After the first eighteen (18) months of the Termproposed rental rate, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant may exercise its Right of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than ten (10) days after delivery of the Availability Notice lease term, and other terms to Tenant. If Landlord and Tenant hereby agree that the Offer Space described in following terms shall govern the Availability ROFO provided for herein and any Notice is less than a full floor, Tenant may elect to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is of the essence of this provision and late notice shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and the parties shall execute an amendment to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective as of the date on which possession of the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions of this Lease shall apply to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition and Landlord shall not be required to make improvements to or contribute funds toward any improvements in the Offer Space, except as provided herein.Offer:

Right of First Opportunity. Provided the Tenant is not in material default under the Lease and subject to prior rights previously granted to existing tenants in the Building, the Tenant shall have a right of first opportunity during the right (the “Right of First Opportunity”) Term to lease all of the entirety of either Floor 10 or Floor 14 (the first of such floors to become available to lease shall be the “Offer Space”) on the following terms and conditions. If Landlord elects in its sole discretion to market either floor included in the Offer Space for lease on less than a full floor basis, the Right of First Opportunity shall apply separately to each increment of office space on the first such SIXTEENTH (16(h)) floor to of the Building, which is or may become available to lease. Floor 10 and Floor 14 are currently available for lease by the Landlord. The Landlord undertakes to give the Tenant written notice containing all relevant information pertaining to any bona fide offer received from others to lease such space, and the Tenant shall thereupon have FIVE (5) business days in which to confirm in writing to the Landlord that it elects to exercise its right of first opportunity and enter into a lease amending agreement covering such space. In the event of such election, the parties shall have an additional period of thirty (30) days to enter into a lease amending agreement covering such space on the same terms and conditions as the Lease and renewal rights, but excluding those dealing with Rent and Tenant has elected not to include either floor in inducements and the Initial PremisesTerm. The Right term of First Opportunity the lease for any such space shall take effect when be co-terminus with the Offer Space residue of the Term of the Lease. The present clause shall apply each time space on the 16th floor becomes available, whether or not Tenant has been leased previously exercised the right herein contained, the intent being that the Tenant’s right shall be a continuing right. LANDLORD TENANT RA PO Rent and Tenant inducements shall be negotiated based on market rate, but while taking into account, however, the remainder of the term of the Lease, at the time that the Tenant takes possession of the expansion space under this right. In the event that the Tenant does not elect to exercise its right of first opportunity and fails to confirm such exercising in writing within the said period of FIVE (5) business days, the Landlord shall thereupon be entirely free to lease such space to a third party (together with its successors, assigns and subtenants, the “Initial Tenant”) and again becomes available to lease on a direct basis from Landlord. Thereafter, when Landlord determines that either Floor 10 or Floor 14 as identified by Landlord will be available for leasing to a new tenant, Landlord shall deliver written notice to Tenant (the “Availability Notice”). The Availability Notice shall identify the Offer Space that is then available for lease. After the first eighteen (18) months of the Term, the Availability Notice shall include the rent schedule applicable to the Offer Space as well as any incentives or allowances Landlord is offering which shall reflect Landlord’s opinion of the Market Rent (as defined in Section 3.2). Tenant may exercise its Right of First Opportunity for all of the Offer Space described in the Availability Notice by delivering irrevocable written notice (an “Acceptance Notice”) to Landlord no later than ten (10) days after delivery of the Availability Notice to Tenant. If the Offer Space described in the Availability Notice is less than a full floor, Tenant may elect to lease the partial floor described in the Availability Notice and the Right of First Offer shall remain in effect for the balance of that floor. Time is of the essence of this provision and late notice shall not be effective. If Tenant delivers an Acceptance Notice, then Landlord shall prepare and the parties shall execute an amendment to this Lease reflecting the inclusion of the Offer Space as part of the Premises effective as of the date on which possession of the Offer Space is tendered to Tenant (the “Offer Space Commencement Date”). Tenant’s Share shall be adjusted to include the Rentable Area of the Offer Space effective as of the Offer Space Commencement Date. All of the terms and conditions of this Lease shall apply to the Offer Space except as provided herein. Tenant will lease the Offer Space in its then-current as-is condition and Landlord shall not be required to make improvements to or contribute funds toward any improvements in the Offer Space, except as provided hereinparty.