Common use of Right of First Clause in Contracts

Right of First. Refusal From the date of this Agreement until the date ---------------------- on which the Registration Statement is declared effective by the Commission (provided that in no event shall such time period exceed 90 days after the Closing Date), other than to the Purchaser or an Affiliate thereof, the Seller shall not directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant of any option to purchase or other disposition) any of its shares of Common Stock of the Company or any securities that are exchangeable or convertible (directly or indirectly) for shares of its Common Stock, (collectively, a "Subsequent Placement"), unless: (A) the Seller delivers -------------------- to the Purchaser a written notice (the "Subsequent Placement Notice") of its --------------------------- intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, and subject to the terms of any applicable confidentiality agreement, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchaser shall not have notified the Seller by 6:30 p.m. (New York City time) on the third Business Day after its receipt of the Subsequent Placement Notice of its willingness to purchase (or to cause its sole designee to purchase), subject to completion of mutually acceptable documentation, the shares of Common Stock referenced in the Subsequent Placement Notice on the same terms and conditions set forth in such notice (such notice to purchase the shares is referred to as the "Purchase -------- Notice"). If the Purchaser shall fail to deliver a Purchase Notice to the Seller ------ regarding its intention to enter into such negotiations within three Business Days after receipt of a Subsequent Placement Notice, or upon delivery of a Purchase Notice the Purchaser fails to consummate the purchase of the shares in accordance with such Purchase Notice within ten Business Days of delivery of the Purchase Notice (the "Expiration Date"), then the Seller may effect the --------------- Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Seller shall provide the Purchaser with a second Subsequent -------- Placement Notice and the Purchaser shall again have the right of first refusal set forth above in this paragraph (b), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within 20 calendar days after the Expiration Date of the Purchase Notice.

Right of First. Refusal From Tenant shall be granted an ongoing right of first ---------------------- refusal on any space that is to be rented in the Building or becomes vacant over the term of the lease. Landlord shall provide Tenant notice of the availability of space not more than one hundred eighty (180) days nor less than forty-five (45) days prior to the date of this Agreement until such space will be available for occupancy, which notice shall specify the date ---------------------- on such space will be available for occupancy, and Tenant shall provide notice within ten (10) business days from the date it receives Landlord's notice to accept or decline the space. If Tenant provides notice to accept the space, which the Registration Statement is declared effective by the Commission (provided that in no event notice shall such time period exceed 90 days after the Closing Date)be binding, other than to the Purchaser or an Affiliate thereof, the Seller Tenant shall not directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant of any option to purchase or other disposition) any of its shares of Common Stock take possession of the Company or any securities that are exchangeable or convertible (directly or indirectly) space when it is made available for shares of its Common Stockoccupancy, (collectively, with a "Subsequent Placement"), unless: (A) the Seller delivers -------------------- to the Purchaser a written notice (the "Subsequent Placement Notice") of its --------------------------- intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended term to be raised thereundercoterminous with Tenant's existing lease provided a minimum of twenty-four (24) months remains on Tenant s existing lease. The rental rate for such space shall be fixed at the Market Rate at the time Tenant accepts the space. "Market Rate" shall mean the rent that third parties are paying at the time for comparable space in the Raleigh area, and subject to the terms of any applicable confidentiality agreementwhich shall take into account improvements allowances, the Person with whom such Subsequent Placement shall be effectedfree rent, base year expense stops, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchaser shall not have notified the Seller by 6:30 p.m. (New York City time) on the third Business Day after its receipt of the Subsequent Placement Notice of its willingness to purchase (or to cause its sole designee to purchase), subject to completion of mutually acceptable documentation, the shares of Common Stock referenced in the Subsequent Placement Notice on the same other terms and conditions set forth in incentives offered to such notice (such notice to purchase the shares is referred to as the "Purchase -------- Notice")third parties. If Landlord does not receive Tenant's notice within the Purchaser shall fail ten (10) day period or Tenant declines to deliver a Purchase Notice to accept the Seller ------ regarding its intention to enter into such negotiations within three Business Days after receipt of a Subsequent Placement Noticespace, or upon delivery of a Purchase Notice the Purchaser fails to consummate the purchase of the shares in accordance with such Purchase Notice within ten Business Days of delivery of the Purchase Notice (the "Expiration Date"), then the Seller may effect the --------------- Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Seller shall provide the Purchaser with a second Subsequent -------- Placement Notice and the Purchaser shall again have the Tenant's right of first refusal set forth above shall be null and void and Landlord may lease the space to another tenant in this paragraph Landlord's sole discretion, provided that if such space again becomes available to be rented or vacant after six (b)6) months, if the Subsequent Placement subject to the initial Subsequent Placement Notice Tenant's right of first refusal shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within 20 calendar days after the Expiration Date of the Purchase Noticeagain apply.

Right of First. Refusal From OFFER Provided no Event of Default exists under this Lease after any applicable cure period has expired, Tenant shall have a right of first offer to lease any contiguous available space in the date of this Agreement until Building during the date ---------------------- on initial Lease Term. If Landlord desires to offer for lease any such contiguous available space, Landlord shall so notify Tenant in writing, which the Registration Statement is declared effective by the Commission (provided that in no event shall such time period exceed 90 days after the Closing Date), other than to the Purchaser or an Affiliate thereof, the Seller shall not directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant of any option to purchase or other disposition) any of its shares of Common Stock of the Company or any securities that are exchangeable or convertible (directly or indirectly) for shares of its Common Stock, (collectively, a "Subsequent Placement"), unless: (A) the Seller delivers -------------------- to the Purchaser a written notice (the "Subsequent Placement NoticeFIRST OFFER NOTICE") shall also include the [ILLEGIBLE] ----------- INITIALS new Base Rent amount for such space (calculated in accordance with this Article 1(e)). Tenant shall have five (5) business days following receipt of the First Offer Notice to notify Landlord of its --------------------------- intention to effect lease such Subsequent Placementspace, which Subsequent Placement notice of intent from Tenant (the "NOTICE OF INTENT") shall be irrevocable. If Tenant gives such Notice shall describe in reasonable detail of Intent, the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, and subject lease with respect to the terms of any applicable confidentiality agreement, the Person with whom such Subsequent Placement expansion space shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchaser shall not have notified the Seller by 6:30 p.m. (New York City time) on the third Business Day after its receipt of the Subsequent Placement Notice of its willingness to purchase (or to cause its sole designee to purchase), subject to completion of mutually acceptable documentation, the shares of Common Stock referenced in the Subsequent Placement Notice on the same terms and conditions as this Lease (including without limitation the same initial Lease Term expiration date and Extension Term), except that the Base Rent for such space shall be equal to the average prevailing Base Rent per rentable square foot in the Building. Notwithstanding anything to the contrary herein, if there is less than five (5) years remaining in the initial Lease Term, then the Tenant Improvement Allowance for such contiguous space shall be prorated based on the number of months remaining in the initial Lease Term. If Tenant fails to give the Notice of Intent within five (5) business days following receipt of Landlord's First Offer Notice, then the right set forth in this Article 1(f) shall automatically terminate and Landlord shall be free to market such notice (space to potential tenants, with no further obligation to re-offer such notice space to purchase the shares is referred to as the "Purchase -------- Notice"). If the Purchaser shall fail to deliver a Purchase Notice to the Seller ------ regarding its intention to enter into such negotiations within three Business Days after receipt of a Subsequent Placement Notice, or upon delivery of a Purchase Notice the Purchaser fails to consummate the purchase of the shares in accordance with such Purchase Notice within ten Business Days of delivery of the Purchase Notice (the "Expiration Date"), then the Seller may effect the --------------- Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Seller shall provide the Purchaser with a second Subsequent -------- Placement Notice and the Purchaser shall again have the right of first refusal set forth above in this paragraph (b), if the Subsequent Placement subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within 20 calendar days after the Expiration Date of the Purchase NoticeTenant.

Right of First. Refusal From the date Offer Sublandlord hereby grants to Subtenant a right of this Agreement until the date ---------------------- on which the Registration Statement is declared effective by the Commission first offer (provided that in no event shall such time period exceed 90 days after the Closing Date), other than "Right of First Offer") with respect to the Purchaser or an Affiliate thereofx.Xxxxxxx Corporation Lab area, consisting of approximately 3,000 square feet, located adjacent to the Seller shall not directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of Premises as depicted on Exhibit "B" (or announce any offer, sale, grant of any option to purchase or other disposition) any of its shares of Common Stock of the Company or any securities that are exchangeable or convertible (directly or indirectly) for shares of its Common Stock, (collectively, a "Subsequent PlacementExpansion Space"), unless: (A) the Seller delivers -------------------- to the Purchaser a written notice (the "Subsequent Placement Notice") . Subtenant's Right of its --------------------------- intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, and subject to the terms of any applicable confidentiality agreement, the Person with whom such Subsequent Placement First Offer shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchaser shall not have notified the Seller by 6:30 p.m. (New York City time) on the third Business Day after its receipt of the Subsequent Placement Notice of its willingness to purchase (or to cause its sole designee to purchase), subject to completion of mutually acceptable documentation, the shares of Common Stock referenced in the Subsequent Placement Notice on the same terms and conditions set forth in this Section 6. The First Offer Right shall begin only after the expiration or earlier termination of the Sublease Agreement between Sublandlord and x.Xxxxxxx Corporation, a Delaware corporation, including any renewal or extension of such sublease (whether or not such renewal or extension is under an express written provision in such sublease or consummated under a sublease amendment or new sublease). At any time during the term of this Sublease, if Sublandlord determines that any Expansion Space will become available for lease to third parties, Sublandlord shall provide Subtenant with written notice (such notice to purchase the shares is referred to as the "Purchase -------- First Offer Notice"). If The First Offer Notice shall (a) describe the Purchaser Expansion Space that will become available for lease; and (b) state all the material terms under which Sublandlord intends to offer such space to other prospective subtenants. Subtenant shall fail to deliver a Purchase Notice to have five (5) business days from and after the Seller ------ regarding its intention to enter into such negotiations within three Business Days after receipt of a Subsequent Placement Noticethe First Offer Notice from Sublandlord, or upon delivery of a Purchase Notice in which to elect to lease the Purchaser fails to consummate Expansion Space at the purchase of the shares in accordance with such Purchase Notice within ten Business Days of delivery of the Purchase Notice (the "Expiration Date"), then the Seller may effect the --------------- Subsequent Placement substantially upon rental rate and on the terms and to the Persons (or Affiliates of such Persons) set forth conditions contained in the Subsequent Placement First Offer Notice; provided. If Subtenant does not elect to lease the Expansion Space, that then Subtenant's Right of First Offer shall terminate and Sublandlord shall be free to lease the Seller shall Expansion Space to anyone on any terms at any time during the Term, without any obligation to provide the Purchaser Subtenant with a second Subsequent -------- Placement Notice and further right to lease that space. Subtenant's election to lease the Purchaser Expansion Space described in the First Offer Notice, shall again have the right of first refusal set forth above in this paragraph (b), if the Subsequent Placement be subject to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within 20 calendar days after the Expiration Date of the Purchase Notice.following conditions:

Right of First. Refusal From the date of this Agreement until the date ---------------------- on which the Registration Statement is declared effective by the Commission #1 (provided that in no event shall such time period exceed 90 days after the Closing Date), other than Suite 114): Landlord hereby grants to the Purchaser or an Affiliate thereof, the Seller shall not directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant of any option to purchase or other disposition) any of its shares of Common Stock of the Company or any securities that are exchangeable or convertible (directly or indirectly) for shares of its Common Stock, (collectively, a "Subsequent Placement"), unless: (A) the Seller delivers -------------------- to the Purchaser a written notice (the "Subsequent Placement Notice") of its --------------------------- intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, and subject to the terms of any applicable confidentiality agreement, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchaser shall not have notified the Seller by 6:30 p.m. (New York City time) on the third Business Day after its receipt of the Subsequent Placement Notice of its willingness to purchase (or to cause its sole designee to purchase), subject to completion of mutually acceptable documentation, the shares of Common Stock referenced in the Subsequent Placement Notice on the same terms and conditions set forth in such notice (such notice to purchase the shares is referred to as the "Purchase -------- Notice"). If the Purchaser shall fail to deliver a Purchase Notice to the Seller ------ regarding its intention to enter into such negotiations within three Business Days after receipt of a Subsequent Placement Notice, or upon delivery of a Purchase Notice the Purchaser fails to consummate the purchase of the shares in accordance with such Purchase Notice within ten Business Days of delivery of the Purchase Notice (the "Expiration Date"), then the Seller may effect the --------------- Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Seller shall provide the Purchaser with a second Subsequent -------- Placement Notice and the Purchaser shall again have Tenant the right of first refusal set forth above to lease all of the adjacent space containing 5,400 rentable square feet, known as Suite 114, (the "Adjacent Space #1") upon the terms and conditions contained herein. So long as Tenant is not then in default under the Lease, Landlord will notify Tenant when it has made a proposal to lease any portion of the Adjacent Space #1 to a third party (other than BellSouth Entertainment, Inc.) and the terms and conditions upon which it is willing to lease such space. Tenant shall provide written notice to Landlord, as to Tenant's decision to lease or not to lease that portion of the Adjacent Space #1 within seven (7) business days after Landlord's notice to Tenant is received. If Tenant does not provide written notice or indicates that it will not exercise its right of first refusal, this paragraph (b), if right will expire and Landlord shall have no future obligations to Tenant with regard to that portion of the Subsequent Placement Adjacent Space #1 which was subject to such notice. If Tenant does provide such notice to lease the Adjacent Space #1 for a term not to exceed the remaining initial Subsequent Placement Notice term of this Lease, Landlord and Tenant will execute a lease for the Adjacent Space #1 within a reasonable time after Landxxxx'x xeceipt of Tenant's notice of intent to lease on all the same terms as this Lease except for the rental terms, and other matters which shall be mutually agreed upon by Landlord and Tenant. This right of first refusal to lease the Adjacent Space #1 is personal to Horizon Pharmaceutical Corporation and may not have been consummated be assigned in connection with an assignment of this Lease or otherwise, except for any reason on an assignment as contemplated in Section 20.02. This right is subordinate to the terms set forth rights to BellSouth Entertainment, Inc. to lease the space as contained in such Subsequent Placement Notice within 20 calendar days after the Expiration Date of the Purchase Noticethat certain Lease Agreement by and between ASC North Fultxx Xxxociates Joint Venture and BellSouth Entertainment, Inc. dated July 2, 1997.

Right of First. Refusal From If at any time during the date term of this Agreement until Sublease, Sublessor desires to sublease any other space Sublessor has remaining under the date ---------------------- on which the Registration Statement is declared effective by the Commission (provided that in no event shall such time period exceed 90 days after the Closing Date), other than to the Purchaser or an Affiliate thereof, the Seller shall not directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant of any option to purchase or other disposition) any of its shares of Common Stock of the Company or any securities that are exchangeable or convertible (directly or indirectly) for shares of its Common Stock, (collectively, a "Subsequent Placement"), unless: (A) the Seller delivers -------------------- to the Purchaser a written notice (the "Subsequent Placement Notice") of its --------------------------- intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunderMain Lease, and subject receives a bona fide offer from a third party that Sublessor is willing and proposes to the terms of any applicable confidentiality agreementaccept, the Person with whom such Subsequent Placement Sublessor shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchaser shall not have notified the Seller by 6:30 p.m. (New York City time) on the third Business Day after its receipt of the Subsequent Placement Notice of its willingness to purchase (or to cause its sole designee to purchase), subject to completion of mutually acceptable documentation, the shares of Common Stock referenced in the Subsequent Placement Notice on the same terms and conditions set forth in such notice (such notice to purchase the shares is referred to as the "Purchase -------- Notice"). If the Purchaser shall fail to deliver a Purchase Notice to the Seller ------ regarding its intention to enter into such negotiations within three Business Days after receipt of a Subsequent Placement Notice, or upon delivery of a Purchase Notice the Purchaser fails to consummate the purchase of the shares in accordance with such Purchase Notice within ten Business Days of delivery of the Purchase Notice (the "Expiration Date"), then the Seller may effect the --------------- Subsequent Placement substantially upon the terms and to the Persons (or Affiliates of such Persons) set forth in the Subsequent Placement Notice; provided, that the Seller shall provide the Purchaser with a second Subsequent -------- Placement Notice and the Purchaser shall again have give sublessee the right of first refusal set forth above to sublease such space an terms and conditions not less favorable to Sublessee than those contained in this paragraph the bond fide offer. Upon receipt of such offer (bwhich can be a letter of intent), if Sublessor shall immediately notify Sublessee in writing of the Subsequent Placement subject rental price and terms of the bona fide offer along with the name and address of the offeror and Sublessee shall have five (5) business days within which to elect to exercise its right to sublease the space. If, during this five (5) day period, Sublessee elects to sublease the space, Sublessee shall so notify Sublessor in writing and the parties shall execute a sublease of the space within ten (10) business days immediately following the expiration of the five (5) day option period. Should Sublessee fail to notify Sublessor in writing during the five (5) day option period, then Sublessor may sublease to the initial Subsequent Placement Notice shall not have been consummated for any reason third party at the rental price and on the terms set forth in such Subsequent Placement Notice within 20 calendar days after the Expiration Date bona fide offer. 12. General (a) This Sublease embodies the entire agreement between the parties hereto relative to the subject matter hereof and shall not be modified, changed, or altered in any respect except in writing. (b) The covenants agreements, and obligations herein contained shall extend to, bind, and inure to the benefit not only of the Purchase Notice.parties hereto but their successors and assigns; and where more than one party shall be Sublessor under this Sublease, the word "Sublessor" whenever used in this Sublease shall be deemed to include all such parties jointly and severally. (c) Whenever under this Sublease, a provision is made for notice of any kind, such notice shall be in writing and signed by or on behalf of the party giving or making the same, and it shall be deemed sufficient notice and service thereof if such notice is sent by registered or certified mail, postage prepaid, to the address furnished for such purpose. Copies of any notices to the Sublessee shall also be sent to (1) Coca-Cola Enterprises Inc., X.0. Xxx 000000, Xxxxxxx, Xxxxxxx 00000-0000, Attn: Xxxx Xxxxx, Real Estate Manager, and (2) Coca-Cola Enterprises Inc., X.0. Xxx 000000, Xxxxxxx, Xxxxxxx 00000-0000 Attn: Xxxxx X.

Right of First. Refusal From If at any time during the date Term of this Agreement until Lease, OFFER LESSOR shall desire to lease any space consisting on 10,000 square feet or larger located on the date ---------------------- on which the Registration Statement is declared effective by the Commission (provided that in no event shall such time period exceed 90 days after the Closing Date), other than to the Purchaser fifth or an Affiliate thereof, the Seller shall not directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant of any option to purchase or other disposition) any of its shares of Common Stock seventh floors of the Company or any securities that are exchangeable or convertible (directly or indirectly) for shares of its Common StockBuilding, (collectively, a "Subsequent Placement"), unless: (A) the Seller delivers -------------------- to the Purchaser a written notice (the "Subsequent Placement NoticeFirst Offer Space") of its --------------------------- intention to effect such Subsequent Placementafter any pre-existing rights, which Subsequent Placement Notice LESSOR shall describe in reasonable detail notify LESSEE and set forth the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, and subject to the terms of any applicable confidentiality agreement, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchaser shall not have notified the Seller by 6:30 p.m. (New York City time) on the third Business Day after its receipt of the Subsequent Placement Notice of its willingness to purchase (or to cause its sole designee to purchase), subject to completion of mutually acceptable documentation, the shares of Common Stock referenced in the Subsequent Placement Notice on the same terms and conditions set forth on which LESSOR is willing to lease the First Offer Space, including, without limitation, rent, term, build-out allowance and other incentives or inducements to lease, if any. Provided that the time of such exercise (i) there then exists no Default of LESSEE beyond applicable notice and cure periods and (ii) this Lease is then if full force and effect, LESSEE may, by giving notice in such notice writing to LESSOR within seven (such notice to purchase the shares is referred to as the "Purchase -------- Notice"). If the Purchaser shall fail to deliver a Purchase Notice to the Seller ------ regarding its intention to enter into such negotiations within three 7) Business Days after receipt of a Subsequent Placement NoticeLESSOR'S notice, or upon delivery of a Purchase Notice elect to lease the Purchaser fails First Offer Space on the terms so offered by LESSOR. If LESSEE shall so elect to consummate lease the purchase of the shares in accordance with such Purchase Notice First Offer Space, it shall within ten Business Days of delivery of the Purchase Notice (the "Expiration Date"), then the Seller may effect the --------------- Subsequent Placement substantially upon 10) business days after such election enter into an amendment to this Lease incorporating the terms and contained in LESSOR'S notice. If LESSEE shall not elect to lease the First Offer Space within such five (5) Business Day period, or shall fail to enter into such amendment to this Lease within such ten (10) day period, LESSEE shall have no further rights under this section with respect to the Persons (First Offer Space and LESSOR shall be free to lease any or Affiliates all of such Persons) set forth space to other parties. Notwithstanding anything to the contrary contained in the Subsequent Placement Notice; providedthis Section 36, LESSOR acknowledges and agrees that the Seller shall provide the Purchaser with a second Subsequent -------- Placement Notice and the Purchaser shall again have the LESSEE'S right of first refusal set forth above in offer shall continue to exist during the entire Term of this paragraph (b)Lease, if the Subsequent Placement subject and that LESSEE'S failure to the initial Subsequent Placement Notice exercise such right with respect to any First Offer Space shall not have been consummated for affect LESSEE'S right to exercise such right with respect to any reason on the terms set forth in such Subsequent Placement Notice within 20 calendar days after the Expiration Date of the Purchase Noticesubsequent First Offer Space. LESSEE'S failure to exercise said right with respect to any First Offer Space shall not be deemed to extinguish said right with respect to any other First Offer Space.

Right of First. Refusal From If at any time during the date Term of this Agreement until Lease of this Lease, OFFER LESSOR shall desire to Lease Suite 550 consisting of 7,272 rentable square feet on the date ---------------------- on which the Registration Statement is declared effective by the Commission (provided that in no event shall such time period exceed 90 days after the Closing Date), other than to the Purchaser or an Affiliate thereof, the Seller shall not directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant of any option to purchase or other disposition) any of its shares of Common Stock fifth floor of the Company Building or any securities that are exchangeable Suite 530 consisting of 3,364 rentable square feet on the fifth floor of the Building as described in Exhibit G1 attached hereto or convertible (directly or indirectly) for shares LESSOR shall desire to lease Suite 1000 consisting of its Common Stock22,664 rentable square feet on the tenth floor of the Building as described in Exhibit G2, attached hereto, (collectively, a the "Subsequent PlacementFirst Offer Space"), unless: (A) LESSOR shall notify LESSEE and set forth the Seller delivers -------------------- to the Purchaser a written notice (the "Subsequent Placement Notice") of its --------------------------- intention to effect such Subsequent Placement, which Subsequent Placement Notice shall describe in reasonable detail the proposed terms of such Subsequent Placement, the amount of proceeds intended to be raised thereunder, and subject to the terms of any applicable confidentiality agreement, the Person with whom such Subsequent Placement shall be effected, and attached to which shall be a term sheet or similar document relating thereto and (B) the Purchaser shall not have notified the Seller by 6:30 p.m. (New York City time) on the third Business Day after its receipt of the Subsequent Placement Notice of its willingness to purchase (or to cause its sole designee to purchase), subject to completion of mutually acceptable documentation, the shares of Common Stock referenced in the Subsequent Placement Notice on the same terms and conditions set forth in such notice (such notice on which LESSOR is willing to purchase lease the shares is referred First Offer Space, including, without limitation, rent, build-out allowance and other incentives or inducements to as the "Purchase -------- Notice")lease, if any. If the Purchaser shall fail to deliver a Purchase Notice LESSEE acknowledges that LESSOR has granted this Right of First Offer for Suite 1000 to the Seller ------ regarding its intention Yankee Group prior to enter into the Execution of this Lease. Provided that the time of such negotiations exercise (i) there then exists no Default of LESSEE, (ii) this Lease is then if full force and effect, and (iii) LESSEE is in actual occupancy of the entire Premises demised thereunder, LESSEE may, by giving notice in writing to LESSOR within three (3) Business Days after receipt of a Subsequent Placement NoticeLESSOR'S notice, or upon delivery of a Purchase Notice elect to lease the Purchaser fails First Offer Space on the terms so offered by LESSOR. If LESSEE shall so elect to consummate lease the purchase of the shares in accordance with First Offer Space, it shall within seven (7) days after such Purchase Notice within ten Business Days of delivery of the Purchase Notice (the "Expiration Date"), then the Seller may effect the --------------- Subsequent Placement substantially upon election enter into an amendment to this Lease incorporating the terms and contained in LESSOR'S notice. If LESSEE shall not elect to lease the First Offer Space within such three (3) Business Day period, or shall fail to enter into such amendment to this Lease within such seven-day period, LESSEE shall have no further rights under this section with respect to the Persons (First Offer Space and LESSOR shall be free to lease any or Affiliates all of such Persons) set forth in the Subsequent Placement Notice; provided, that the Seller shall provide the Purchaser with a second Subsequent -------- Placement Notice and the Purchaser shall again have the right of first refusal set forth above in this paragraph (b), if the Subsequent Placement subject space to the initial Subsequent Placement Notice shall not have been consummated for any reason on the terms set forth in such Subsequent Placement Notice within 20 calendar days after the Expiration Date of the Purchase Noticeother parties.