10. RIGHT OF FIRST OFFER.

A. Grant of Option; Conditions. Tenant shall have the on-going right of first offer (the "Right of First Offer") with respect to the any space within the Project from time to time owned by Landlord (any such space being referred to herein as the "Offering Space"). Tenant's Right of First Offer shall be exercised as follows: at any time after Landlord has determined that any existing tenant in the Offering Space which has an existing option to renew or extend its term will not extend or renew the term of its lease for the Offering Space, whether or not pursuant to such option (but prior to leasing such Offering Space to a party other than the existing tenant), Landlord shall advise Tenant (the "Advice") of the terms under which Landlord is prepared to lease the Offering Space to Tenant for the remainder of the Term, which terms shall reflect the Prevailing Market (hereinafter defined) rate for such Offering Space as reasonably determined by Landlord; provided, however, that if Tenant exercises a Right of First Offer within the first twelve (12) months of the initial Term, the Base Rent rate for space added by exercise of this Right of First Offer shall be Base Rent rate then currently payable by Tenant for the Premises. Tenant may lease such Offering Space in its entirety only, under such terms, by delivering written notice of exercise to Landlord (the "Notice of Exercise") within ten (10) Business Days after the date of the Advice, except that Tenant shall have no such Right of First Offer and Landlord need not provide Tenant with an Advice, if:

1. Tenant is in default under the Lease beyond any applicable cure periods at the time that Landlord would otherwise deliver the Advice; or

2. More than fifty percent (50%) of the Rentable Square Footage of the Premises is sublet (other than the Approved Users pursuant to a Permitted Transfer, as defined in Article XII of the Lease) at the time Landlord would otherwise deliver the Advice; or

3. The Lease has been assigned (other than pursuant to a Permitted Transfer) prior to the date Landlord would otherwise deliver the Advice; or

4. Tenant (or Approved Users) is not occupying at least fifty percent (50%) of the Rentable Square Footage of the Premises on the date Landlord would otherwise deliver the Advice; or

5. The Offering Space is not intended for the exclusive use of Tenant (and Approved Users) during the Term; or

6. The existing tenant in the Offering Space is interested in extending or renewing its lease for the Offering Space or entering into a new lease for such Offering Space.

B. Terms for Offering Space.

The term for the Offering Space shall commence upon the commencement date stated in the Advice and thereupon such Offering Space shall be considered a part of the Premises, provided that all of the terms stated in the Advice shall govern Tenant's leasing of the Offering Space and only to the extent that they do not conflict with the Advice, the terms and conditions of this Lease shall apply to the Offering Space.

2. Tenant shall pay Base Rent and Additional Rent for the Offering Space in accordance with the terms and conditions of the Advice, which terms and conditions shall reflect the Prevailing Market rate for the Offering Space as determined in Landlord's reasonable judgment.

3. The Offering Space (including improvements and personalty, if any) shall be accepted by Tenant in its condition and as-built configuration existing on the earlier of the date Tenant takes possession of the Offering Space or as of the date the term for such Offering Space commences, unless the Advice specifies any work to be performed by Landlord in the Offering Space, in which case Landlord shall perform such work in the Offering Space. If Landlord is delayed delivering possession of the Offering Space due to the holdover or unlawful possession of such space by any party, Landlord shall use reasonable efforts to obtain possession of the space, and the commencement of the term for the Offering Space shall be postponed until the date Landlord delivers possession of the Offering Space to Tenant free from occupancy by any party.

C. Termination of Right of First Offer. The rights of Tenant hereunder with respect to the Offering Space shall terminate on the earlier to occur of: (i) ______________ (unless Tenant timely exercises (x) its First Renewal Option, in which event the date shall be ______________; or (y) its Second Renewal Option, in which event the date shall be ______________); (ii) Tenant's failure to exercise its Right of First Offer within the ten (10) Business Day period provided in Section 10.A above; and (iii) the date Landlord would have provided Tenant an Advice if Tenant had not been in violation of one or more of the conditions set forth in Section 10.A above.

D. Documentation. If Tenant exercises its Right of First Offer, Landlord shall prepare a document in such form as Landlord reasonably deems appropriate which may be an amendment to the Lease, or a new lease for the Offering Space on the same terms and conditions as are set forth in the Lease (subject to the terms of the Advice) to the extent such terms are applicable to the Offering Space)) (the "Offering Document") providing for Tenant's leasing of the Offering Space on the terms set forth in the Advice. A copy of the Offering Document shall be sent to Tenant within a reasonable time after Landlord's receipt of the Notice of Exercise executed by Tenant, and Tenant shall execute and return the Offering Document to Landlord within fifteen (15) days thereafter, but an otherwise valid exercise of the Right of First Offer shall be fully effective whether or not the Offering Document is executed.

E. Definition of Prevailing Market. For purposes of this Right of First Offer provision, "Prevailing Market" shall mean the arms length fair market annual rental rate per square foot for space comparable to the Offering Space in the Building and Class "A" office buildings comparable to the Building within a five (5) mile radius of the Building under leases and renewal and expansion amendments being entered into at or about the time that Prevailing Market is being determined, giving appropriate consideration to tenant concessions, brokerage commissions, tenant improvement allowances, existing improvements in the space in question, and the method of allocating operating expenses and taxes. Notwithstanding the foregoing, space leased under any of the following circumstances shall not be considered to be comparable for purposes hereof: (i) the lease term is for less than the lease term of the Offering Space, (ii) the space is encumbered by the option rights of another tenant, or (iii) the space has no windows and/or an awkward or unusual shape or configuration. The foregoing is not intended to be an exclusive list of space that will not be considered to be comparable.

F. Subordination. Notwithstanding anything herein to the contrary, Tenant's Right of First Offer is subject and subordinate to the expansion rights (whether such rights are designated as a right of first offer, right of first refusal, expansion option or otherwise) existing on the date hereof, of any tenant of the Building.

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