Common use of Right of First Refusal Clause in Contracts

Right of First Refusal. If Tenant does not unconditionally exercise its right of first offer/refusal within the ten (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Right of First Refusal. If During the Term, provided the Tenant does is Kinduct Technologies Inc. and is not unconditionally exercise its right in default, and has not been in substantial or repetitive default under this lease, is itself in occupancy of first offer/refusal within the ten whole Premises, and subject to any existing rights of other tenants in the Building, should the Landlord receive a bona fide third party offer to lease, which the Landlord is prepared to accept with respect to any premises located on the 16th and 17th floors of the Building (10) business day period specified in Section 32(b) abovethe “Available Space”), then the Landlord shall be free notify the Tenant in writing of its intention to lease the space described in Available Space and shall include a copy of said third party offer redacted so as to contain all, but only, the First Offer Notice main business terms and conditions. The Tenant shall thereafter, subject to anyone the following paragraph, have the opportunity to whom Landlord desires on any lease the Available Space under the same terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a and conditions of the said third party offer (3rdthe “ROFR”). The tenant shall have the (5) party tenant for such space, Landlord shall first deliver business days after receiving the Landlord’s written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with advise the additional right of first offer/refusal Landlord in writing that it wishes to lease the First Offer Available Space. For greater certainty, it is agreed that the Tenant shall inform the Landlord of its total lack of interest in the Available Space in order to prevent any unnecessary disclosure of confidential information. Should the Tenant elect to lease such Available Space on such terms that Landlord would so accept from a and conditions (exactly as set out in the third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Dateparty offer), the Agreed Terms reflected in Section 32(a) above shall applyTenant shat forthwith enter into an agreement amending the lease to include the Available Space so leased. Tenant’s failure to Should the Tenant elect not to lease such Available Space or should the First Offer Space upon Tenant fail to respond in accordance with the provisions of the foregoing paragraphs, the Landlord may, at its sole discretion accept the said third party offer and the tenant shall have no further rights pursuant to this ROFR to lease such terms by written notice Available Space. The ROFR granted to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord the tenant shall be deemed to constitute Tenant’s election be a personal right of the Tenant and shall not be assignable or transferable by the Tenant nor shall it pass to lease such space, in which case Landlord shall be entitled to lease such space to or devolve upon any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions assignee or transferee of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only rights granted thereby or subtenant of the whole or a portion thereofof the proposed Premises selected.

Right of First Refusal. If Tenant does not unconditionally at any time during the Term of this Lease, Landlord shall receive a bona fide offer (a “Third Party Offer”) from a third party (other than a purchaser making a bid or offer to purchase the Leased Property at any sale incidental to the exercise its right of first offer/refusal within any remedy provided for in any mortgage on the ten (10Leased Property) business day period specified in Section 32(b) aboveto purchase the Leased Property, containing terms and conditions satisfactory to Landlord, then Landlord shall be free to lease notify Tenant of such Third Party Offer, including the space described in identity of the First offeror. If at the time of Landlord’s receipt of the Third Party Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; providedno Event of Default has occurred hereunder and is continuing, howeverand provided that Tenant shall not have vacated the Leased Property or subleased the entirety thereof, that when Landlord receives then for a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third period of (3rdi) party tenant for such space, Landlord shall first deliver written notice to Tenant sixty (“Second Chance Refusal Notice”60) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, howeverdays, if during the Second Chance Refusal Notice is delivered to Tenant on Initial Term, or before the date which is eighteen (18ii) months after the Commencement Datethirty (30) days, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days if during a Renewal Term, after Tenant’s receipt of such Second Chance Refusal Notice from Landlord Landlord’s notice, Tenant shall be deemed have the exclusive right to constitute Tenantaccept Landlord’s election not offer to lease such space, purchase Landlord’s interest in which case Landlord shall be entitled to lease such space to any third (3rd) party on the Leased Property upon the terms no more favorable to the third (3rd) party than those and conditions set forth in the Second Chance Refusal NoticeThird Party Offer. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease exercise such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, by delivering its written purchase offer to Landlord within said sixty (60) or thirty (30) day period, as the case may be, following receipt of Landlord’s notice. Such purchase shall occur on the date that is at least forty-five (45) days after Landlord’s receipt of such notice. On the date of such purchase Landlord shall convey and assign to Tenant, or its designee, Landlord’s interest in the Leased Property or portion thereof against payment of the sale price therefor, in accordance and upon compliance with the terms and conditions of the Third Party Offer and this Lease, and Tenant’s obligation to pay Rent, shall terminate with respect to all the Leased Property conveyed to Tenant. If Tenant fails to accept Landlord’s offer within such sixty (60) or thirty (30) day period, as the case may be, then Landlord shall be free, subject to the restrictions set forth in Paragraph (g) of Article 21 hereof, to sell the Leased Property described in the Third Party Offer at a price not less than the purchase price contained in the Third Party Offer for a period of nine (9) months thereafter without offering such Leased Property to Tenant. If Landlord does not convey its interest in such Leased Property within such nine (9) month period or in the event of any material change in the terms of the space offered by Third Party Offer, Tenant’s rights pursuant to this paragraph shall be reinstated. The term “material change” as used in the preceding sentence shall include a change of identity of a third party or its assignee, to a bank which is a substantial competitor in Tenant’s market. Any third party that purchases the Leased Property pursuant to this Article 16 shall take the Leased Property subject to the terms hereof, and such purchaser shall assume Landlord’s rights and obligations under the Lease thereafter accruing, and this Lease shall remain in full force and effect. Landlord shall cause any third party purchasing the Leased Property pursuant to this Article 16 to execute and deliver to Tenant at any particular time, a document confirming such third party’s assumption of Landlord’s rights and Tenant may not elect to lease only a portion thereofobligations under this Lease thereafter accruing.

Right of First Refusal. If So long as Tenant does is not unconditionally exercise its in default beyond the expiration of applicable notice and cure periods, in the event Landlord has received and intends to accept a bona fide third party offer (“Offer”) to enter into a lease for any vacant space that becomes available on the 4th and/or 5th floors of the Building (“First Refusal Space”), Tenant shall have a right of first offer/refusal within the ten (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Refusal Space on such the same terms and conditions set forth in the Offer, except that the term thereof shall be co-terminus with that of this Lease. Tenant shall have ten (10) days from receipt of Landlord’s written notice of the Offer to advise Landlord would so accept from a in writing of Xxxxxx’s exercise of its right of first refusal. Such notice shall include the terms of the Offer but need not including the name of the third (3rd) party. Notwithstanding In the foregoingevent Tenant fails to so exercise said right in the manner and time as heretofore provided, howeverXxxxxx’s right of first refusal shall thereafter be null and void and of no further force or effect , if and Landlord shall have the Second Chance right to lease the portion of the First Refusal Notice is delivered to Tenant on or before the date Space which is eighteen subject to the Offer to any third party. In the event of such exercise, Landlord shall prepare an amendment of this Lease reflecting the terms of such exercise within thirty (1830) months days after Xxxxxx’s written notice exercising said option. Said right shall be subject and junior to the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect following rights to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to Space: American Intercontinental University has an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its on-going right of first offer/ refusal, if at all, with respect to refusal on all space in Corridors I and II and Revenue Cycle Solutions has an on-going right of first refusal on the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.5th floor in Corridors I.

Right of First Refusal. If (a) Tenant does not unconditionally exercise its shall have a continuing right of first refusal with respect to any contiguous space in the Building of ten thousand (10,000) square feet or greater as measured by the ANSI/BOMA Z65.1-1996 standards that becomes available during the term of the Lease, excluding any space on the ground floor of the Building (the "Refusal Space"), subject to the existing rights of existing tenants to the Refusal Space. Provided that no Event of Default has occurred which has not been cured, if Landlord shall receive an offer to lease any portion of the Refusal Space, which offer Landlord shall desire to accept, Landlord shall give written notice of the said offer to Tenant ("Landlord's Refusal Notice"). The Landlord's Refusal Notice shall set forth in reasonable detail the terms of the offer/refusal within , including a description of the space, the Base Monthly Rental (including escalations thereof), condition of the space (i.e., as is, building standard construction, tenant improvement allowances), taxes, maintenance costs and other pass-throughs, term and any other material terms of the offer. Within ten (10) business day period days of receiving Landlord's Refusal Notice, Tenant may elect, by written notice to Landlord, to accept the Refusal Space upon the terms and conditions stated in the Landlord's Refusal Notice. Tenant's failure to make a timely election to accept the specified in Section 32(b) abovespace shall be deemed a rejection of the Refusal Space. Upon Tenant's rejection or deemed rejection of the Refusal Space, then Landlord shall be free to accept the offer to lease and lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms thereof. Upon Tenant's acceptance of the Refusal Space, the parties shall prepare and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer execute an amendment incorporating the Refusal Space until into the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect Lease subject to all of the space offered by Landlord to Tenant at any particular timeterms, covenants, and Tenant may conditions herein, except as modified by the terms of the offer. The right contained in this Section is personal to Xxxx.xxx, Inc. and its Affiliates, and such right shall not elect inure to lease only a portion thereofthe benefit of any assignee or subtenant of Xxxx.xxx, Inc., except for its Affiliates and such right shall be subject to the provisions of Section 18.

Right of First Refusal. If During the Lease Term, Tenant does not unconditionally exercise its shall have a right of first offer/refusal within (each a “Right of First Refusal”) to lease rentable area located adjacent to the Premises as portions of it become available from time to time (each such portion being referred to herein as an “Additional Space”), on the same terms and conditions that Landlord is prepared to accept from any third party. When Landlord receives an offer to lease the Additional Space from a third party which Landlord desires to accept, Landlord shall present the same, in writing, to Tenant, and Tenant shall thereafter have ten (10) business day period specified days in Section 32(b) abovewhich to accept or reject that offer by notice to Landlord. The Right of First Refusal shall apply only with respect to the entire Additional Space subject of the third party offer, and may not be exercised with respect to only a portion thereof. If Tenant rejects that offer or fails to accept the same in writing within such time period, then Landlord shall be free to lease the space described Additional Space to the third party on substantially similar terms and conditions to those offered to Tenant in the foregoing manner. Each Right of First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; providedRefusal shall, howeverat Landlord’s election, that when Landlord receives a request for proposal that be null and void if Tenant is in default under the Lease at the date Landlord would seriously consider otherwise notify Tenant of the offer concerning the Additional Space or at any time thereafter and before commencement of the Lease for the Additional Space. After Tenant validly exercises a Right of First Refusal provided in this Lease, the parties shall execute an amendment to the Lease adding the Additional Space, or a new lease for the Additional Space, or such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, other documentation as Landlord shall first deliver written notice require, promptly after Landlord shall prepare the same, confirm the leasing of such Additional Space to Tenant Tenant, but an otherwise valid exercise of the Right of First Refusal contained in this Lease shall be fully effective, whether or not such confirmatory documentation is executed. If the term of an Additional Space lease extends (“Second Chance Refusal Notice”including by an option timely exercised) providing Tenant beyond the Lease Term, then, (i) the Lease Term shall be extended to coincide with the additional right term of first offer/refusal to lease the Additional Space Lease and (ii) Base Rent for the Premises from and after expiration of the Lease Term shall be the higher of the Base Rent per square foot during the last calendar month of the Lease Term or the Base Rent per square foot of the Additional Space for the corresponding time period. If Tenant shall exercise a Right of First Offer Refusal granted in this Lease. Landlord does not guarantee that the Additional Space will be available on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, commencement date for the Lease thereof if the Second Chance Refusal Notice is delivered then existing occupants of the Additional Space shall holdover, or for any other reason beyond Landlord’s reasonable control. In that event, Tenant’s sole recourse shall be that the Base Rent with respect to Tenant on or before the date which is eighteen (18) months after Additional Space shall be abated until Landlord legally delivers the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall applysame to Tenant. Tenant’s failure exercise of that Right of First Refusal shall not operate to elect cure any default by Tenant of any of the terms or provisions in this Lease, nor to lease extinguish or impair any rights or remedies of Landlord arising by virtue of such default. Each and all Rights of First Refusal are personal to Tenant and may not be exercised or enjoyed by any other person. If the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Lease or Tenant’s receipt right to possession of such Second Chance Refusal Notice from Landlord the Premises shall be deemed to constitute Tenant’s election not to lease such spaceterminate in any manner whatsoever before Tenant shall exercise a Right of First Refusal, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, or if Tenant shall have no further subleased or assigned its interest in Tenant or its right to lease possess all or any portion of the Premises, then immediately upon such termination, sublease or assignment, the Right of First Offer Space until Refusal shall simultaneously terminate and become null and void. Under no circumstances whatsoever shall a subtenant under a sublease of the expiration Premises, or earlier termination the assignee under a full or a partial assignment of such third (3rd) party lease including the Lease, have any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect right to exercise its right a Right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofFirst Refusal granted in this Lease.

Right of First Refusal. If Tenant does not unconditionally exercise its Franchisee or any Principal desires to accept any bona fide offer from a third party to purchase Franchisee, any material asset of Franchisee, or any direct or indirect interest in Franchisee, Franchisee or such Principal shall promptly notify Franchisor, and shall provide such information and documentation relating to the offer as Franchisor may require. Franchisor shall have the right and option, exercisable within thirty (30) days after receipt of first offer/refusal within the ten written transfer request and the required information and documentation related to the offer (10) business day period specified in Section 32(b) aboveincluding any information that Franchisor may reasonably request to supplement or clarify information provided to Franchisor with the written transfer request), then Landlord shall be free to lease send written notice to the space described in seller that Franchisor intends to purchase the First Offer Notice to anyone to whom Landlord desires seller’s interest on any the same terms Landlord desiresand conditions offered by the third party; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space spouse, domestic partner, parent or when Landlord issues a proposal to child of the seller shall not be considered a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions purposes of this Section 32(c15.6. If Franchisor elects to purchase the seller’s interest, closing on such purchase shall occur within forty-five (45) above, Tenant shall have no further right to lease such First Offer Space until days from the expiration or earlier termination date of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything notice to the contrary seller of the election to purchase by Franchisor, or, if longer, on the same timetable as contained hereinin the bona fide offer. Any material change thereafter in the terms of the offer from the third party or by Franchisee, Tenant must elect or a change in the identity of the third party shall constitute a new offer subject to the same rights of first refusal by Franchisor as in the case of the third party’s initial offer. Failure of Franchisor to exercise the option afforded by this Section 15.6 shall not constitute a waiver of any other provision of this Agreement, including all of the requirements of this Section 15, with respect to a proposed transfer. If the consideration, terms, and/or conditions offered by a third party are such that Franchisor may not reasonably be required to furnish the same consideration, terms, and/or conditions, then Franchisor may purchase the interest proposed to be sold for the reasonable equivalent in cash. If the parties cannot agree within a reasonable time on the reasonable equivalent in cash of the consideration, terms, and/or conditions offered by the third party, Franchisor shall designate an independent appraiser to make a binding determination. The cost of any such appraisal shall be shared equally by Franchisor and Franchisee. If Franchisor elects to exercise its right under this Section 15.6, Franchisor shall have the right to set off all amounts due from Franchisee, and one-half (1/2) of first offer/ refusalthe cost of the appraisal, if at allany, with respect against any payment to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofseller.

Right of First Refusal. (a) Tenant shall have a "Right of First Refusal" during the Term of the Lease to lease the space consisting of 14,741 rentable square feet as shown on Exhibit B (the "First Refusal Space") attached hereto and made a part hereof. Landlord will notify Tenant when Landlord has received a bona fide letter of intent or term sheet (the "Third Party LOI") from a prospective tenant with respect to the First Refusal Space. Landlord's notice shall specify the date of availability and all other material terms and conditions which will apply to such First Refusal Space as contained in the Third Party LOI. Tenant will notify Landlord within two (2) business days of Landlord's notice if Tenant wishes to lease such first Refusal Space from Landlord on the terms and conditions so specified. If Tenant does not unconditionally exercise its right notifies Landlord that it wishes to lease the First Refusal Space, Landlord and Tenant shall execute an amendment of first offer/refusal the Lease within an additional fifteen (15) business days incorporating such terms and conditions from the ten Third Party LOI into the Lease. If Tenant fails to notify Landlord within said two (102) business day period specified in Section 32(b) above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not intends to lease such spaceFirst Refusal Space, in which case or Tenant fails to execute an amendment to this Lease within said fifteen (15) business day period (either period, "Tenant's Exercise Period"), Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable the First Refusal Space to the third party which received the Third Party LOI on such terms and conditions not materially different than those contained in the Third Party LOI. If, however, (3rdi) Landlord fails to enter into a lease with such third party for the First Refusal Space on such terms and conditions not materially different than those contained in the Third Party LOI within sixty (60) days after the expiration of Tenant's Exercise Period, or (ii) Landlord shall determine that it wishes to pursue business terms which are "materially different" from those set forth in the Second Chance Third Party LOI, then Tenant's Right of First Refusal Notice. If Landlord does lease as to such First Offer Refusal Space to shall thereupon be reinstituted for an additional period of two (2) days after Landlord either (1) notifies Tenant that the conditions described in clause (i) above have occurred, or (2) provides Tenant with a third new or revised Third Party LOI proposing the different business terms contemplated under clause (3rdii) party tenant pursuant to the terms and conditions above. For purposes of this Section 32(cSection, the term "materially different" means and refers solely to: (a) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third a "net effective rent" (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all calculated as a function of the space offered by Landlord to Tenant at any particular timebase rental rate, the length of the fixed initial term, the base year, additional rent provisions, the proposed tenant improvement allowance and Tenant may not elect to lease only a portion thereofall other monetary concessions and/or free rent) which is less than 97.5% of the net effective rent described in the original Third Party LOI.

Right of First Refusal. If Provided Tenant does is not unconditionally exercise its right in material uncured financial default under the Lease, Landlord has the obligation to inform Tenant in writing (the “Option Notice”) if Land lord believes, in good faith, that it has a bona fide prospect (the “Prospect”) to lease all or a portion of first offer/refusal within any remaining available space in the ten Building (10the “Expansion Area”). The Option Notice will be substantially in the form attached as Exhibit A to this Rider and shall describe the space in which the Prospect is interested (the “Option Area”) business day period specified in Section 32(band will contain the economic terms upon which Landlord has offered the Option Area to the Prospect. Tenant has the option (the “Expansion Option”) above, then Landlord shall be free to lease the space described entire Option Area on the terms and conditions set forth in the First Offer Notice to anyone to whom Option Notice. To effectively exercise its Expansion Option, Tenant must inform Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right in writing of first offer/refusal its desire to lease the First Offer Space Option Area on such the terms that Landlord would so accept from a third (3rd) party. Notwithstanding and conditions set forth in the foregoingOption Notice, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms writing must be received by written notice to Landlord within seven fifteen (715) business days after Business Days of Tenant’s receipt of such Second Chance Refusal Notice from the Option Notice. If Tenant fails to timely exercise its Expansion Option, then Landlord shall be deemed to constitute Tenant’s election not has the right to lease such space, in which case Landlord shall be entitled the Option Area to lease such space the Prospect or to any third (3rd) other third-party on substantially the same terms no as those specified in the Option Notice or on terms more favorable to the third (3rd) party than those set forth in the Second Chance Refusal NoticeLandlord. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant Notwithstanding any language herein to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.contrary:

Right of First Refusal. If (a) Provided that (i) no default has occurred and is then continuing, (ii) the creditworthiness of Tenant does not unconditionally exercise its is then reasonably acceptable to Landlord, and (iii) Tenant originally named herein or a Permitted Transferee remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, and subject to any rights of other tenants to the Refusal Space (as defined herein) and Landlord’s right to renew or extend the lease term of any other tenant with respect to the portion of the Refusal Space now or hereafter leased by such other tenant, Tenant shall have a on-going right of first offer/refusal (“Refusal Option”) to lease additional space in the Building located contiguous to the Leased Premises as shown crosshatched on the attached Exhibit G (“Refusal Space”). Prior to entering into any lease that includes all or any portion of the Refusal Space, Landlord shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s receipt of an arms-length offer to lease such space that Landlord is willing to accept from a bona fide third party offeror (“Bona Fide Offer”) and setting forth the material terms of the Bona Fide Offer and such other terms as are herein provided. If the Bona Fide Offer includes space in the Building in addition to the Refusal Space, then the Refusal Space shall be deemed to include, and this Refusal Option shall be deemed to apply to, all of the space included in the Bona Fide Offer. Tenant shall have five (5) days after Tenant receives Landlord’s Notice in which to notify Landlord in writing of its election to lease the Refusal Space upon the terms set forth in Landlord’s Notice. If Tenant declines to exercise this Refusal Option or fails to give such written notice within the ten (10) business day time period specified in Section 32(b) aboverequired, then Tenant shall be deemed to have waived this Refusal Option, and thereafter this Refusal Option shall be void and of no further force or effect, and Landlord shall be free to lease the space described in Refusal Space to the First Offer Notice to anyone to whom Landlord desires on bona fide offeror or any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a other third (3rd) party tenant for such space, Landlord party. The Refusal Space shall first deliver written notice be offered to Tenant (“Second Chance Refusal Notice”) providing Tenant with at the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space rental rate and upon such other terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those and conditions as are set forth in the Second Chance Refusal Notice. If Landlord does lease such First Bona Fide Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Right of First Refusal. If Tenant does not unconditionally exercise its shall have a right of first refusal to lease all or any portion of the additional 18,569 square feet of useable space (21,788 rentable square feet) on the second floor of the Building ("OFFER RIGHT"), shown on Exhibit A ("OFFER AREA") provided that such right shall be subject to any right of first offer/refusal , first refusal, expansion option or similar right granted to the existing tenant of the Building known as "SDRC". If Landlord receives a bona fide third party offer, which third party offer may consist of a nonbinding letter of intent or proposal, which offer is one Landlord is prepared to accept (subject to finalizing a fully executed lease in form acceptable to Landlord and such third party) generated by either Landlord, any broker representing Landlord, or any broker or representative of any prospective tenant, for all or part of the Offer Area, Landlord shall then offer the area in question to Tenant. Such offer shall be made by Landlord by written notice to Tenant, which notice shall include a copy of the proposed bona fide third party offer (the "OFFER NOTICE"). Within five (5) business days of receipt of the Offer Notice, Tenant shall notify Landlord in writing (the "EXERCISE Notice") as to whether Tenant elects to lease the area described in the Offer Notice upon the terms and conditions stated therein. If Tenant elects to lease the Offer Area in question upon the Offer Notice terms, Landlord and Tenant shall, within the ten (10) business day period specified days of the Exercise Notice, enter into an amendment to this Lease incorporating the Offer Area in Section 32(b) above, then Landlord shall be free question into the Premises. If Tenant fails to lease deliver the space described in the First Offer Exercise Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third within five (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (75) business days after Tenant’s of receipt of such Second Chance Refusal Notice from Landlord the Offer Notice, or fails to enter into the Amendment to this Lease incorporating the Offer Area within ten (10) business days of the delivery of the Exercise Notice, it shall be deemed to constitute Tenant’s election not conclusively determined that Tenant has declined the opportunity to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space fails to a reach agreement with any bonafide third (3rd) party tenant pursuant as to the terms and conditions of offer contained in any Offer Notice, then this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect refusal shall again apply to all of the space offered by Landlord Offer Area in question as to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofsubsequent bonafide third party offers.

Right of First Refusal. If Provided that this Lease is then in full force and effect, and provided further that Tenant does is not unconditionally exercise its right then in default, if Landlord receives a bona fide offer to lease all or a po1tion of first offer/refusal within the ten adjacent 2'"1 floor space which is approximately 2,911 rentable square feet (10the "Refusal Space") to a 3rd party, Landlord shall give written notice (the "Refusal Space notice") of such intention. During the 5 business day period specified in Section 32(bcommencing on the date Tenant receives the Refusal Space Notice from Landlord, Tenant shall have the option (the "Refusal Space Option") above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute at Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the 's then current rental rate and terms and conditions of this Section 32(cthe Lease except for the Tenant Improvement Allowance which will be prorated to reflect the remaining balance of the initial Term, by giving to Landlord written notice (the "Exercise Notice") aboveof Tenant's exercise of the Refusal Space Option. If Tenant fails to give the Exercise Notice to Landlord within said 5 business day period, time being of the essence, or if Tenant shall have no further right fails for any reason to duly execute and deliver to Landlord a lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, amendment with respect to all the Refusal Space, within 10 days after Landlord provides same to Tenant for execution, the Refusal Space Option shall be deemed revoked and of no further force and effect and Landlord may thereafter proceed with the leasing of the space offered by Landlord Refusal Space to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofsuch 3"1 party tenant. This Right of First Refusal shall be an ongoing right.

Right of First Refusal. If Tenant does (a) In the event that at any time during the Term Sublandlord elects to vacate any portion of the Building, Sublandlord shall provide not unconditionally exercise its less than sixty (60) days prior written notice (the “Availability Notice”) to Subtenant specifying the portions of the Building which are available to lease and the date the same are available (“Available Space”). Subtenant shall have a right of first offer/refusal to sublease the Available Space at the same Rent and on the same terms and conditions as exist for the then existing Sublease Premises. The right shall be exercised, if at all, by Subtenant providing written notice of such exercise within the ten (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease days from the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal receipt of Sublandlord’s Availability Notice”) providing Tenant with the additional . This right of first offer/refusal shall be null and void and of no further force or effect as to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoingthen offered Available Space, howeverat Sublandlord’s election in its sole and absolute discretion, if Subtenant elects to sublease less than the Second Chance Refusal Notice entirety of the Available Space offered in any given Availability Notice, or if Subtenant is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Datethen in default, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written beyond any applicable notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such spaceand cure period, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Noticeunder this Sublease. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect Subtenant fails to exercise its right of first offer/ refusalrefusal within the time frame specified herein, if at allthen Subtenant shall be deemed to have waived its right of first refusal as to the Available Space offered in the relevant Availability Notice, and this Section 27(a) shall be of no further force or effect with respect to all such space at that time. If Subtenant has properly exercised its right of first refusal, then promptly thereafter the parties shall enter into an amendment to this Sublease to include the Available Space in the definition of “Sublease Premises” effective as of the space offered date set forth in the Availability Notice (the “Acceptance Date”), provided that the Acceptance Date shall be delayed one day for each day, if any, following the anticipated Acceptance Date that possession of the Available Space has not been delivered to Subtenant in the condition provided for below. Sublandlord shall have no obligation, unless otherwise agreed by Landlord Sublandlord, to Tenant at provide any particular timetenant improvements in the Available Space; however, Subtenant shall be entitled to an additional Allowance for the Available Space (the “Additional Allowance”). The Additional Allowance shall be an amount equal to: (a) ($17.50) multiplied by (the number of rentable square feet in the relevant Available Space), and Tenant the product so determined shall then be multiplied by (b) a fraction, the numerator of which shall be the number of months remaining in the Term as of the Acceptance Date and the denominator of which shall be the number of months in the original Term of the Sublease. The product so calculated shall be the amount of the Additional Allowance for the relevant Available Space. By way of example only, if the Available Space accepted contains 10,000 square feet of rentable area, the term remaining at the Acceptance Date is 60 months, and the original Term is 125 months, then the Additional Allowance shall be: (a) $17.50 X 10,000=$175,000, times (b) 60/125 [48%], the product of which is $84,000. The Available Space shall be accepted by Subtenant in broom-clean, “as is” condition subject to (x) the availability of the Additional Allowance, and (y) the representations contained in Section 7(a) and 7(b) which shall be deemed made by Sublandlord with respect to the relevant Available Space as of the Acceptance Date; except that if Sublandlord’s representation contained in Section 7(b) must by virtue of any additional facts learned during the period from the Effective Date through the Acceptance Date be modified to disclose knowledge of Hazardous Materials, if any, then the representation shall be modified to state that there are no Hazardous Materials in violation of any Environmental Laws, subject to the knowledge qualifiers contained in Section 7(b). This right of first refusal is personal to New Century Mortgage Corporation and any Permitted Transferees may not elect be otherwise assigned or transferred. If Subtenant elected not to lease only sublease a portion thereofparticular Available Space or otherwise was deemed to have waived its right to sublease a particular Available Space and Sublandlord subsequently subleased the Available Space to another subtenant or occupant, and that subtenant or occupant then vacates or otherwise has its right to possession terminated as to the particular Available Space, Subtenant shall have a right of first refusal as to such Available Space on the terms set forth in any bona fide third-party offer. The procedure for exercising such right of first refusal in connection with any subsequent bona fide third-party offer and other terms and conditions shall be as set forth in Section 27(b).

Right of First Refusal. If Provided that (i) Tenant does is not unconditionally exercise its in default, (ii) the creditworthiness of Tenant is then acceptable to Landlord, and (iii) Tenant originally named herein remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term to Landlord, and subject to any prior rights of other tenants to the Refusal Space, Tenant shall have the right of first offer/refusal within ("Refusal Option") to lease contiguous space in the ten Building crosshatched on the attached Exhibit D (10"Refusal Space") business day period specified in Section 32(b) above, then Landlord as such space becomes available for leasing during the Lease Term. The term for the Refusal Space shall be free to lease coterminous with the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; Lease Term, provided, however, that when the minimum term for the Refusal Space shall be three (3) years and the Lease Term shall be extended, if necessary, to be coterminous with the term for the Refusal Space. The Refusal Space shall be offered to Tenant at the rental rate and upon such other terms and conditions, excluding free rent and other concessions, as are then being offered by Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a specific third (3rd) party prospective tenant for such space, Landlord but in no event shall first deliver written notice such rental rate be less than the then current rental rate under this Lease. In the event that the Refusal Space is not leased to the initial third party prospective tenant, then this Refusal Option shall remain in effect in the event of an offer to any other specific third party prospective tenant and the Refusal Space shall again be offered to Tenant in accordance herewith. Upon notification in writing by Landlord that the Refusal Space is available, Tenant shall have five (“Second Chance Refusal Notice”5) providing Tenant with the additional right business days in which to notify Landlord in writing of first offer/refusal its election to lease the First Offer Refusal Space on at such terms that Landlord would so accept from a third (3rd) partyrental rates described above, in which event this Lease shall be amended to incorporate such Refusal Space. Notwithstanding In the foregoing, however, if the Second Chance Refusal Notice is delivered to event Tenant on declines or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure fails to elect to lease the First Offer Space upon such terms by written notice Refusal Space, then this Refusal Option shall automatically terminate and shall thereafter be null and void as to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord . It is understood and agreed that this Refusal Option shall not be entitled construed to lease such space to prevent any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth tenant in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration Building from extending or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party renewing its lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Right of First Refusal. If Provided Tenant does is not unconditionally exercise its in default under the Lease beyond the expiration of any applicable notice and/or cure periods and at least thirty six (36) months remain in the term of the Lease, Tenant shall have an ongoing right of first offer/refusal within on space on the ten fourth (104th) business day period specified in Section 32(b) above, then Landlord shall be free to lease floor of the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for Building as such space or when Landlord issues a proposal to a third becomes available (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (the “Second Chance Refusal NoticeExpansion Space”) providing Tenant with the additional ). The right of first offer/refusal set forth in this Paragraph 13 shall be subject and subordinate to the existing rights of any existing tenants in the Building and to any existing renewals by existing tenants in any of such space. Upon receipt of written notice from Landlord that a third party has made a bona fide offer to lease any of the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoingaforementioned Expansion Space, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice respond to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not whether it intends to lease such space. If Tenant indicates that it will not lease such space offered, or otherwise fails to notify Landlord within such seven (7) business day period that Tenant will lease such space in which case accordance herewith, then Landlord may proceed to lease it to another party and Tenant shall be entitled have waived its right to lease such space to any third (3rd) party on terms no more favorable at such time. If Tenant indicates that it will lease such space offered, then Tenant and Landlord shall execute an amendment to the third Lease for such space within ten (3rd10) party than those days of Tenant notifying Landlord of its intention to lease such space. The lease of such Expansion Space by Tenant shall be on the terms set forth in such bona fide offer; provided, however, that if the term of the lease under such bona fide offer would commence on or before January 1, 2017, then such Expansion Space shall be leased at the rent (including escalations) and term then existing for the remaining Premises, and the amounts spent by Landlord for the tenant improvements provided for in the Work Letter Agreement (as reasonably established by Landlord) and other concessions contained in this Amendment with respect to the remaining Premises for the extension of the Lease term provided for herein shall be equitably and appropriately prorated, based upon such reduction in the term for such Expansion Space as compared to the eighty four (84) month extension of the Lease term provided for herein. For example, if Landlord spent $6.00 per rentable square foot for the tenant improvements provided for in the Work Letter Agreement, and if the term of the lease of the Expansion Space is 63 months, then the amount Landlord shall be required to contribute for tenant improvements for such Expansion Space shall be $6.00 per rentable square foot times 63/84, or $4.50 per rentable square foot of the Expansion Space. All other rights of first refusal, rights of first offer, or similar rights set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to Lease, including, but not limited to, the terms provisions of Special Stipulation 4 of Exhibit “E” of the Lease, are hereby deleted in their entirety and conditions shall be of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration force or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofeffect.

Right of First Refusal. If Tenant does not unconditionally exercise its Provided this Lease is in full force and effect and no default by Lessee has occurred hereunder, Lessee shall have the right of first offer/refusal within the ten (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease the space described in the First Offer Notice Building in accordance with the provisions set forth below, as such Space (as hereinafter defined) becomes available to anyone lease to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord third parties. If Lessor receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to bona fide offer (the "Offer") from a third party to lease any portion of the Building (3rd) party tenant for each such spaceportion a "Space"), Landlord and the Offer is acceptable to Lessor, Lessor, prior to acceptance of the Offer, shall first provide Lessee with the terms of the Offer in writing. Lessee must deliver written notice to Tenant Lessor within five (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (75) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord written terms of the Offer whether Lessee intends to lease the Space. Lessee's failure to notify Lessor within such time shall be deemed to constitute Tenant’s election not a waiver of Lessee's right to lease such spaceSpace. If Lessee timely notifies Lessor that it desires to lease the Space covered by the Offer, Lessor shall thereupon lease the Space to Lessee (and Lessee shall accept such Space) upon the terms and conditions as contained in this Lease except for any terms specified in the Offer which differ from the terms of this Lease, in which case Landlord the terms of the Offer shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Noticegovern. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further Lessee exercises its right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to Space, the parties shall promptly thereafter execute an express written provision in such third (3rd) party lease. Notwithstanding anything amendment to the contrary contained hereinLease to include the Space and to document the lease terms thereof. If Lessee fails to accept the Offer, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant Lessor may at any particular time, time thereafter lease such Space to any party upon any terms Lessor deems appropriate. Lessee's rights described in this provision are personal to the original Lessee executing the Lease and Tenant may not elect be exercised or be assigned voluntarily or involuntarily, by or to lease only a portion thereofany person or entity other than the original Lessee (and any Permitted Assignee).

Right of First Refusal. If Subject to renewals of other tenants in the Building (“Prior Rights”), and provided no Event of Default then exists (beyond the expiration of any applicable notice and cure period provided in the Lease), Landlord shall during the initial Term of this Lease, at such time as Landlord receives a written offer from a third party which Landlord is prepared to accept for the lease of any available space in the Building (the “Offer Space”), offer to lease the Offer Space to Tenant; such offer shall be in writing and specify the lease terms for the Offer Space, including the rent to be paid for the Offer Space and the date on which the Offer Space shall be included in the Premises (the “Offer Notice”). Tenant does not unconditionally exercise its right of first offer/refusal shall notify Landlord in writing whether Tenant elects to lease the entire Offer Space on the terms set forth in the Offer Notice, within the ten (10) business day period specified in Section 32(b) abovedays after Landlord delivers to Tenant the Offer Notice. If Tenant timely elects to lease the Offer Space, then Landlord and Tenant shall execute an amendment to this Lease, effective as of the date the Offer Space is to be free to lease the space described included in the First Premises, on the terms set forth in the Offer Notice and, to anyone to whom Landlord desires on any the extent not inconsistent with the Offer Notice terms, the terms Landlord desiresof this Lease; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Tenant shall accept the Offer Space in an “AS-IS” condition and Landlord shall first deliver written notice not provide to Tenant any allowances (“Second Chance Refusal e.g., moving allowance, construction allowance, and the like) or other tenant inducements except as specifically provided in the Offer Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension offer includes space in excess of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained hereinOffer Space, Tenant must elect to exercise its right of first offer/ refusalrights hereunder, if at all, with respect as to all of the space offered by contained in the third party offer. If Tenant fails or is unable to timely exercise its right hereunder, time being of the essence with respect to the exercise thereof, Landlord may lease all or a portion of the Offer Space to such third party. If such third party does not lease the Offer Space, the Tenant’s Right of First Refusal shall continue and be available to Tenant at throughout the Term of this Lease (subject to the three year limitation set forth in the following paragraph) and Landlord shall first offer such space to Tenant upon the terms of this Exhibit before leasing it to a third party. If such third party leases less than all of the Offer Space in the Building, then Tenant’s Right of First Refusal for the remainder of the Offer Space shall be superior to any particular time, and subsequent rights given to another tenant to such remainder space. Tenant may not elect exercise its rights under this Exhibit if an Event of Default exists (beyond the expiration of any applicable notice and cure period provided in the Lease). Tenant’s rights under this Exhibit shall terminate if (a) this Lease or Tenant’s right to lease only possession of the Premises is terminated, (b) Tenant assigns any of its interest in this Lease or sublets more than fifty percent (50%) of the initial Premises except to a portion thereof.Permitted Transferee, or (c) less than three (3) full calendar years remain in the initial Term of this Lease. 52 EXHIBIT "K" TENANT’S BACK-UP GENERATOR

Right of First Refusal. If Subject to then-existing renewal or expansion options or other preferential rights of Qualtrics, LLC, its successors, assigns and subtenants (collectively, the “Priority Tenant”), if Landlord receives an offer from a third party (other than the then-current tenant or occupant therein) (a “Third Party Offer”) to lease any of the space designated on Exhibit A hereto (the “Refusal Space”) and Landlord is willing to accept the terms of such Third Party Offer and the Priority Tenant does not unconditionally timely exercise its rights of first refusal with respect thereto (or, if the Priority Tenant timely exercises its rights but fails to satisfy all the conditions precedent to the Priority Tenant’s rights to lease the space which is the subject of the Third Party Offer), Landlord shall offer to lease to Tenant the Refusal Space on the same terms and conditions as the Third Party Offer; such offer shall (a) be in writing, (b) specify the part of the Refusal Space being offered to Tenant hereunder (the “Designated Refusal Space”), (c) specify the rent to be paid for the Designated Refusal Space, and (d) contain the basic terms and conditions of the Third Party Offer and the date on which the Designated Refusal Space shall be included in the Premises (the “Refusal Notice”). The Refusal Notice shall be substantially similar to the Refusal Notice attached to this Exhibit. Tenant shall notify Landlord in writing whether Tenant elects to lease the Designated Refusal Space subject to the Third Party Offer on the same terms and conditions as the Third Party Offer in the Refusal Notice, within ten business days after Landlord delivers to Tenant the Refusal Notice. If Tenant timely elects to lease the Designated Refusal Space within such ten business day period, Landlord and Tenant shall execute an amendment to this Lease, effective as of the date the Designated Refusal Space is to be included in the Premises, on the same terms as this Lease except (1) the Basic Rent and parking charges shall be the amounts specified in the Refusal Notice, (2) the term for the Designated Refusal Space shall be that specified in the Refusal Notice, (3) Tenant shall lease the Designated Refusal Space in an “AS-IS” condition, (4) Landlord shall not be required to perform any work therein, (5) Landlord shall not provide to Tenant any allowances other than those contained in the Third Party Offer (e.g., moving allowance, construction allowance, and the like) if any, and (6) other terms set forth in the Lease which are inconsistent with the terms of the Refusal Notice shall be modified accordingly. Notwithstanding the foregoing, if the Refusal Notice includes space in excess of the Refusal Space, Tenant must exercise its right hereunder, if at all, as to all of the space contained in the Refusal Notice. To the extent that multiple tenants have rights to lease the Refusal Space, Landlord may elect to deliver a Refusal Notice to Tenant and such third party tenants at the same time, and if both Tenant and another third party tenant accept the Refusal Notice, the party with the superior rights shall prevail. Landlord represents to Tenant that the Priority Tenant is the only party that has a right to lease the Refusal Space which is superior to Tenant’s right to lease the Refusal Space as set forth in this Exhibit. If Tenant fails or is unable to timely exercise its right hereunder with respect to the Designated Refusal Space, such right shall lapse, time being of the essence with respect to the exercise thereof (it being understood Tenant’s right hereunder is a one-time right only as to each Designated Refusal Space the first time it is offered to Tenant hereunder), and Landlord may lease all or a portion of the Designated Refusal Space to third parties on such terms as Landlord may elect. For purposes hereof, if a Refusal Notice is delivered for less than all of the Refusal Space but such notice provides for an expansion, right of first offerrefusal, or other preferential right to lease some of the remaining portion of the Refusal Space, such remaining portion of the Refusal Space shall thereafter be excluded from the provisions of this Exhibit. Unless otherwise agreed in writing by Landlord and Tenant’s real estate broker, in no event shall Landlord be obligated to pay a commission with respect to any space leased by Tenant under this Exhibit, and Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through or under the indemnifying party. Tenant’s rights under this Exhibit shall terminate, at Landlord’s option, if (a) an Event of Default exists as of the date of Tenant’s exercise of its rights under this Exhibit or as of the effective date of the addition of the Designated Refusal Space to the Premises, (b) this Lease or Tenant’s right to possession of any of the Premises is terminated, (c) Tenant assigns its interest in this Lease or sublets any portion of the Premises other than to a Permitted Transferee, (d) Tenant fails to lease from Landlord at least 80% of the rentable square feet leased to Tenant as of the Lease Date, (e) Landlord determines, in its sole but reasonable discretion, that Tenant’s financial condition or creditworthiness has materially deteriorated since the Lease Date, (f) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant’s exercise thereof, or (g) less than two full calendar years remain in the initial Term of this Lease. Tenant’s rights under this Exhibit shall not apply to leases that allow tenants in the Building to use such space as unfinished storage area and other temporary leases to provide temporary space to tenants that ultimately will occupy other space in the Building on a permanent basis, any management space, tenant relocation space and other building space/refusal amenities (conference center, fitness center, etc.), including without limitation any Refusal Space that Landlord elects, in its sole discretion, to convert into common area or amenities. FORM OF REFUSAL NOTICE [Insert Date of Notice] BY OVERNIGHT COURIER DIRTT Environmental Solutions, Inc. 0000 Xxxxxxxx Xxxxxxx – Xxxxx Xxxxxxxx, Xxxxx 000 Xxxxx, XX 00000 Re: Lease Agreement (the “Lease”) dated March 4, 2020, between TENNYSON CAMPUS OWNER, LP, a Delaware limited partnership (“Landlord”), and DIRTT ENVIRONMENTAL SOLUTIONS, INC., a Colorado corporation (“Tenant”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Lease. Ladies and Gentlemen: Pursuant to the Right of First Refusal attached to the Lease, this is a Refusal Notice on Suite . The basic terms and conditions are as follows: LOCATION: SIZE: rentable square feet BASIC RENT RATE: Initially, $ per rentable square foot in the Designated Refusal Space, with % annual increases TERM: IMPROVEMENTS: COMMENCEMENT: PARKING TERMS: OTHER MATERIAL TERMS: Under the terms of the Right of First Refusal, you must exercise your rights, if at all, as to the Designated Refusal Space on the depiction attached to this Refusal Notice within ten business days after Landlord delivers such Refusal Notice. Accordingly, you have until 5:00 p.m. local time on , 20_, to exercise your rights under the ten (10) business day period specified in Section 32(b) aboveRight of First Refusal and accept the terms as contained herein, then failing which your rights under the Right of First Refusal shall terminate and Landlord shall be free to lease the space described Designated Refusal Space to any third party. If possible, any earlier response would be appreciated. Please note your acceptance of this Refusal Notice shall be irrevocable and may not be rescinded. Upon receipt of your acceptance herein, Landlord and Tenant shall execute an amendment to the Lease memorializing the terms of this Refusal Notice including the inclusion of the Designated Refusal Space in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresPremises; provided, however, that when the failure by Landlord receives a request for proposal that Landlord would seriously consider for and Tenant to execute such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord amendment shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with not affect the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt inclusion of such Second Chance Designated Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth Space in the Second Chance Premises in accordance with this Refusal Notice. If Landlord does lease such First Offer Space THE FAILURE TO ACCEPT THIS REFUSAL NOTICE BY (A) DESIGNATING THE “ACCEPTED” BOX, AND (B) EXECUTING AND RETURNING THIS REFUSAL NOTICE TO LANDLORD WITHOUT MODIFICATION WITHIN SUCH TIME PERIOD SHALL BE DEEMED A WAIVER OF TENANT’S RIGHTS I-3 0000 XXXXXXXX XXXXXXX – XXXXX XXXXXXXX XXXXX, XX 00000 4812-0074-7958.V2 UNDER THE RIGHT OF FIRST REFUSAL, AND TENANT SHALL HAVE NO FURTHER RIGHTS TO THE DESIGNATED REFUSAL SPACE. THE FAILURE TO EXECUTE THIS LETTER WITHIN SUCH TIME PERIOD SHALL BE DEEMED A WAIVER OF THIS REFUSAL NOTICE. Should you have any questions, do not hesitate to call. Sincerely, TENNYSON CAMPUS OWNER, LP, a third (3rd) party tenant pursuant to the terms and conditions Delaware limited partnership By: Tennyson Campus Owner GP, LLC, a Delaware limited liability company, its general partner By: Name: Title: [please check appropriate box] ACCEPTED☐ REJECTED☐ DIRTT ENVIRONMENTAL SOLUTIONS, INC., a Colorado corporation By: Name: Title: Date: Enclosure [attach depiction of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.Designated Refusal Space] EXHIBIT J

Right of First Refusal. If (a) Provided that (i) no default has occurred and is then continuing, (ii) the creditworthiness of Tenant does not unconditionally exercise its is then reasonably acceptable to Landlord, and (iii) Tenant originally named herein remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, and subject to any rights of other tenants to the Refusal Space (as defined herein) and Landlord’s right to renew or extend the lease term of any other tenant with respect to the portion of the Refusal Space now or hereafter leased by such other tenant, Tenant shall have an on-going right of first offer/refusal (“Refusal Option”) to lease additional space in the Building located contiguous to the Leased Premises as shown crosshatched on the attached Exhibit D (“Refusal Space”). Prior to entering into any lease that includes all or any portion of the Refusal Space, Landlord shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s receipt of an arms-length offer to lease such space that is mutually agreeable to Landlord and such bona fide third party offeror (“Bona Fide Offer”) and setting forth the material terms of the Bona Fide Offer and such other terms as are herein provided. If the Bona Fide Offer includes space in the Building in addition to the Refusal Space, then the Refusal Space shall be deemed to include, and this Refusal Option shall be deemed to apply to, all of the space included in the Bona Fide Offer. Tenant shall have three (3) business days after Tenant receives Landlord’s Notice in which to notify Landlord in writing of its election to lease the Refusal Space upon the terms set forth in Landlord’s Notice. If Tenant declines to exercise this Refusal Option or fails to give such written notice within the ten (10) business day time period specified in Section 32(b) aboverequired, then Tenant shall be deemed to have waived this Refusal Option, and thereafter this Refusal Option shall be void and of no further force or effect, and Landlord shall be free to lease the space described in Refusal Space to the First Offer Notice to anyone to whom bona fide offeror or any other third party. In the event Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives and the bona fide offeror do not enter into a request lease for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such spacethe Refusal Space, Landlord shall first deliver written notice use commercially reasonable efforts to notify Tenant of the same. The Refusal Space shall be offered to Tenant (“Second Chance Refusal Notice”) providing Tenant with at the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space rental rate and upon such other terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those and conditions as are set forth in the Second Chance Refusal Notice. If Landlord does lease such First Bona Fide Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Right of First Refusal. If Provided that (i) Tenant does is not unconditionally exercise its in ------------ ------------------------ default hereunder, (ii) the creditworthiness of Tenant is then reasonably acceptable to Landlord, (iii) Tenant originally named herein remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, and (iv) the current use of the Leased Premises is acceptable to Landlord, Tenant shall have the right of first offer/refusal within ("Refusal Option") to lease space in the ten Building crosshatched on the attached Exhibit D (10"Refusal Space") business day period specified in Section 32(b) above, then Landlord as such space becomes available for leasing during the Lease Term. The term for the Refusal Space shall be free to lease coterminous with the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; Lease Term, provided, however, that when Landlord receives the minimum term for the Refusal Space shall be three (3) years and the Lease Term shall be extended, if necessary, to be coterminous with the term for the Refusal Space. The Refusal Space shall be offered to Tenant at a request rental rate equal to $3.00 per square foot (which includes $1.20 per square foot for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal tenant improvements) plus the Base amount. In the event the Refusal Space is not leases to the initial third party prospective tenant, then this Refusal Option shall remain in effect. In the event the Refusal Space is leased to a third (3rd) party tenant for such spaceparty, this Refusal Option shall terminate and be of no further force and effect. Upon notification in writing by Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from has a bona-fide third party (3rd) party. Notwithstanding the foregoing, howeverwhich Landlord will identify, if possible) seriously interested in part or all of the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) aboveSpace, Tenant shall have no further right three (3) business days in which to notify Landlord in writing of its election to lease the Refusal Space being offered at such First Offer Space until rental rates described above, in which event this lease shall be amended to incorporate such Refusal Space. It is understood and agreed that this Refusal Option shall not be construed to prevent any tenant in the expiration Building from extending or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party renewing its lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Right of First Refusal. If In the event that Tenant does not unconditionally fails to exercise its the Expansion Option, then, commencing on the date that is twelve (12) months after the Execution Date (the “ROFR Date”), Tenant shall have a right of first offer/refusal within (“ROFR”) (a) as to any Primary Expansion Space not leased to Tenant (“Available Primary Expansion Space”) and (b) subject to the ten Prior Right, as to any Secondary Expansion Space not leased to Tenant (10) business day period specified in Section 32(b) above“Available Secondary Expansion Space” and, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desirescollectively with Available Primary Expansion Space, “Available ROFR Premises”); provided, however, that when in no event shall Landlord receives a request be required to lease any Available ROFR Premises to Tenant for proposal any period past the date on which this Lease expires or is terminated pursuant to its terms. To the extent that Landlord would seriously consider for renews or extends a then-existing lease with any then-existing tenant of any space, or enters into a new lease with such then-existing tenant, the affected space or when shall not be deemed to be Available ROFR Premises. In the event Landlord issues a proposal intends to a third lease Available Primary Expansion Space (3rdor, if not leased by Revance pursuant to the Prior Right, any Available Secondary Expansion Space) party tenant for such spaceafter the ROFR Date, Landlord shall first deliver provide written notice thereof to Tenant (the “Second Chance Refusal NoticeNotice of Offer”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing), however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to specifying the terms and conditions of this Section 32(c) above, a proposed lease to Tenant shall have no further right to lease such First Offer Space until of the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party leaseAvailable ROFR Premises. Notwithstanding anything in this Lease to the contrary contained hereincontrary, Tenant must elect to exercise its right of first offer/ refusal, if at all, the ROFR with respect to all of the space offered by Landlord Secondary Expansion Space shall be subject to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofthe Prior Right.

Right of First Refusal. Section 31.1 (a) If at any time following the Commencement Date through the end of the Term, Landlord shall receive a bona fide offer from a third party, not an Affiliate of Landlord or Tenant does not unconditionally exercise its right (a “Third Party Tenant”), to lease all or any portion of first offer/refusal the space set forth in Exhibit H (the “Refusal Space”), on terms and conditions acceptable to Landlord (an “Offer”), then prior to acceptance by Landlord of such Offer, Landlord shall deliver notice thereof to Tenant (an “Offer Notice”) setting forth a description of the Refusal Space in question, the date Landlord anticipates that such Refusal Space will become available for occupancy, and all of the material financial terms and conditions of such Offer. Provided that all of the conditions precedent set forth in this Article 31 are fully satisfied by Tenant, Tenant shall have the option (the “First Refusal Option”), exercisable by Tenant delivering written notice to Landlord (an “Exercise Notice”) within the ten (10) business day period specified days of the giving by Landlord of the Offer Notice, to lease the Refusal Space on the terms and conditions set forth in the Offer Notice, and this Lease shall thereupon be modified as provided in Section 32(b) above31.4. The First Refusal Option may be exercised only with respect to all of the Refusal Space that is the subject of an Offer Notice. If Tenant fails to timely give an Exercise Notice with respect to the Refusal Space that is the subject of an Offer Notice, then Landlord shall be free to lease such Refusal Space to the space described Third Party Tenant from whom Landlord received such Offer or to any other Person, provided that Landlord shall not thereafter enter into a lease of such Refusal Space on terms and conditions pursuant to which the net rent payable over the term of the proposed lease is reduced by five percent (5%) or more, as compared to the net rent previously offered to Tenant in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; providedNotice, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, unless Landlord shall first deliver written notice to Tenant a revised Offer Notice describing such reduced net rent . In such event, Tenant shall have the right, exercisable within five (“Second Chance Refusal Notice”5) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after following Tenant’s receipt of such Second Chance Refusal revised Offer Notice from Landlord, to deliver to Landlord an Exercise Notice agreeing to enter into lease of the applicable Expansion Space at such reduced net rent. Time shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to of the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, essence with respect to all periods of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereoftime set forth in this Article 31.

Right of First Refusal. If Provided Tenant does is not unconditionally exercise its then in default under the Lease, Tenant shall have the right exercisable on seven (7) business days prior written notice to lease any space contiguous to the Premises on the same terms and conditions as the Landlord may receive in writing from and signed by a third party. Such right of first offer/refusal within the ten (10) business day period specified shall not apply to renewals or extensions of leases currently in Section 32(b) above, then Landlord shall be free to lease the space described effect in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Building. If Landlord receives a request bona fide, arm’s length offer from some third party for proposal that the lease thereof which Landlord would seriously consider for such space or when Landlord issues a proposal wishes to a third (3rd) party tenant for such spaceaccept, Landlord shall first deliver written notice furnish a copy of the offer to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after receipt from the third party, and offer to lease the space to Tenant with the same deposit on the same terms and conditions, using the same lease form. Tenant shall have seven (7) business days after receipt of an offer from Landlord within which to give written notice to Landlord of Tenant’s receipt of such Second Chance Refusal Notice from election to lease the space on the same terms and conditions and deliver the deposit to Landlord. Upon a timely election to lease, Landlord and Tenant shall be deemed to constitute Tenant’s have (i) entered into a written lease with the same terms, conditions, and form as made by the third-party and Landlord and Tenant shall thereafter execute and deliver a lease to that effect (the “Expansion Space Lease”); and (ii) extended the then current term of this Lease to the ending date of the Expansion Space Lease; provided, however, that the then current term of this Lease shall not under any circumstances be shortened even if the Expansion Space Lease ends prior to the Ending Date of this Lease. If Landlord does not receive the deposit and a timely written election to lease from Tenant within the seven (7) business days, it is an election by Tenant not to lease. All rights of first refusal end upon an election not to lease such spaceas provided above. LANDLORD: CITIZENS RESERVE, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to LLC, a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) aboveFlorida Limited Liability Company By: Dxxxxx X. Xxxxxx Manager WITNESS WITNESS TENANT: CITIZENS NATIONAL BANK OF SOUTHWEST FLORIDA, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.N.A. WITNESS By: Mxxxxxx X. XxXxxxxx Chief Executive Officer

Right of First Refusal. If Tenant does not unconditionally exercise its right of first offer/refusal within the ten (10a) business day period specified So long as this Lease is in Section 32(b) above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, howeverfull force and effect, if the Second Chance Refusal Notice Landlord shall receive a bona fide offer from any unrelated person, persons, organization, or organizations to purchase in whole or in part the land or building of which the Premises is delivered a part, which offer is acceptable to Landlord, the Landlord shall send the Tenant on or before a copy of the proposed contract and notify the Tenant of Landlord’s intention to accept the offer. The Tenant shall have the right within thirty (30) days from the date of personal delivery or mailing of said notice to accept the terms of the contract in writing for purchase such land or building of which is eighteen the Premises are a part for the purchase price and on the terms specified in the contract, except as otherwise provided in this section. If the Tenant shall not so elect within the period of thirty (1830) months after days from the Commencement Datedate of personal delivery or mailing of said notice, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease Landlord may then sell the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt land or building of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable the Premises are a part to the third (3rd) party than those offeror, provided the sale is on substantially the same terms and conditions and for the price set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant contract sent to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party leaseTenant. Notwithstanding anything to the contrary contained herein, Tenant must elect or in the contract provided to Tenant, unless waived in writing by Tenant, Tenant’s exercise its of Tenant’s right of first offer/ refusalrefusal hereunder shall be subject to and conditioned upon Tenant obtaining, if at allwithin thirty (30) days of Tenant’s exercise of Tenant’s right of first refusal hereunder or such later time as is provided in the contract, with respect to all a Phase I environmental site assessment of the space offered by Landlord Premises acceptable to Tenant at any particular timeconfirming that no recognized environmental conditions unacceptable to Tenant in Tenant’s sole discretion exist. Additionally, and notwithstanding anything to the contrary herein, or in the contract provided to Tenant may shall not elect be required to lease only a portion thereofclose on the purchase pursuant to said contract until the later of the time specified in the contract for closing or sixty (60) days after the date of Tenant’s exercise of Tenant’s right of first refusal.

Right of First Refusal. If Provided Tenant does is not unconditionally exercise in default of this Lease beyond any applicable notice and cure periods, Tenant shall have the option to rent additional space in the 000 Xxxxxx Xxxxxx building if space should become available. Landlord will notify Tenant within sixty (60) days in advance as to the availability of space and the economic terms upon which Landlord is willing to lease such space (the “Availability Notice”). Tenant shall have fourteen (14) days to notify Landlord after receipt of the Availability Notice, in writing, of its intention to enter negotiations for the lease of the additional space. Thereafter, the parties shall negotiate exclusively and in good faith for 60 days for the lease of such additional space (the “Negotiation Period”). Such negotiations shall include a discussion regarding reductions in the overall rent to be paid by Tenant for all space leased by Tenant in the 000 Xxxxxx Xxxxxx building. Should Tenant fail to timely notify Landlord or reach agreement for such additional space in the allotted time, Landlord, at its sole discretion, shall have the option to rescind this right of first offer/refusal within the ten (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for and offer such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal on the same terms set forth in the Availability Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, howeverif in the 60 day period following the Negotiation Period, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement DateLandlord receives an offer for such additional space from, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not otherwise intends to lease such spaceadditional space to, in which case Landlord shall be entitled to lease such space to any a third (3rd) party on terms no which are more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Availability Notice delivered to Tenant, then Landlord does lease shall be required to deliver a new Availability Notice to Tenant with such First Offer Space to a third (3rd) party tenant pursuant to the modified terms and conditions of this Section 32(c) above, Tenant shall have no further right a period of fourteen (14) days thereafter in which to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofthe additional space on the terms set forth in the modified Availability Notice.

Right of First Refusal. If Provided Tenant is not then in default hereunder, Landlord hereby grants Tenant a one-time right of first refusal ("First Refusal Right") to lease the balance of space in the Building comprising approximately 31,720 rentable square feet as shown on EXHIBIT A-1 attached hereto ("First Refusal Space") in accordance with and subject to the provisions of this Section 2.4. At any time following receipt by Landlord of a bona fide letter of intent, request for proposal or other written expression of interest to lease all or a portion of the First Refusal Space, Landlord shall give Tenant written notice of the term rent, operating expenses and tenant improvement allowance, if any (the "Economic Terms") upon which Landlord has tentatively agreed with such third party to lease the First Refusal Space. It is understood that should Landlord have tentatively agreed to lease other space in addition to the First Refusal Space as part of a single transaction, then Landlord's notice shall so provide and all such space shall collectively be subject to the following provisions. Within five (5) business days after receipt of Landlord's notice, Tenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the First Refusal Space specified in Landlord's notice (the "Designated First Refusal Space") upon such Economic Terms and the same non-Economic Terms as set forth in this Lease (except as otherwise hereinafter provided); or (ii) decline to lease the Designated First Refusal Space on such Economic and non-Economic Terms. In the event that Tenant does not unconditionally exercise its right so respond in writing to Landlord's notice within said period, Tenant shall be deemed to have elected clause (ii) above. Should Tenant decline, or be deemed to have declined, to lease the Designated First Refusal Space as provided in the foregoing, Landlord shall be free thereafter to lease same to any third party and Tenant's rights under this Section 2.4 shall thereupon cease and be of first offer/refusal no further force and effect as to the Designated First Refusal Space. Should Tenant timely elect to lease the Designated First Refusal Space, Landlord shall promptly prepare and deliver to Tenant an amendment to this Lease consistent with the foregoing, and Tenant shall execute and return same to Landlord within the ten (10) business day period specified in Section 32(b) above, then days. Tenant's failure to timely return the amendment shall entitle Landlord shall be free to specifically enforce Tenant's commitment to lease the space described in the Designated First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; providedRefusal Space, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to a third party, and/or to pursue any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Noticeother available legal remedy. If Landlord does lease such First Offer Space Tenant fails to a third (3rd) party tenant pursuant to comply with any of the terms and conditions provisions of this Section 32(c) aboveparagraph, Tenant Tenant's First Refusal Right herein granted shall have no further right be thereupon extinguished. Any attempt to lease such First Offer Space until the expiration assign or earlier termination of such third (3rd) party lease including transfer any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered interest created by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofthis paragraph shall be void from its inception.

Right of First Refusal. If Tenant does not unconditionally exercise its Lessee shall the right of first refusal on the remaining space in the Building containing approximately 15,000 rentable square feet (the "Expansion Space") for the first 18 months of the lease. Upon receipt of written notice from Lessor that a third party has made a bona fide offer to lease any of the aforementioned Expansion Space that Lessor desires to accept, Lessee shall respond to Lessor within ten (10) days whether it intends to lease such space at the terms contained in the bona fide offer/refusal . If Lessee indicates that it will not lease such space offered, or otherwise fails to notify Lessor within the such ten (10)-day period that Lessee will lease such space at such terms, then Lessor may proceed to lease it to such third-party and Lessee shall have waived its right to lease such space. If Lessee indicates that it will lease such space offered at such terms, Lessee and Lessor shall execute an amendment to this Lease for such space within ten (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right days of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt Lessee notifying Lessor of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not its intention to lease such space, in which case Landlord . Building Delivery Lessor Work: Lessor shall complete those certain improvements to the Premises (the "Improvements") described below. The Improvements shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Noticecompleted using Building standard materials and finishes. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all The cost of the space offered Improvements shall be borne by Landlord Lessor hereinafter provided. Lessor shall proceed with and prosecute the completion of the Improvements in a diligent manner. All base building systems including plumbing, telecom, electrical, office HVAC and lighting shall be in good working condition as of the Commencement Date. Improvements · Parking lot lighting to Tenant at any particular time, be installed · At such time a demising wall is required Lessor and Tenant may not elect to lease only a portion thereof.Lessee will split such cost equally

Right of First Refusal. If Provided Tenant does is not unconditionally exercise its right in default of the Lease, is in occupancy of the entire Leased Premises and subject to existing encumbrances (including but not limited to existing tenant rights and privileges), Tenant shall have the Right of First Refusal to lease office space on the third and fourth floors of the Building ("Expansion Space"), see Exhibit B attached for location in the Building, prior to Landlord leasing said Expansion Space to any bona fide third party. Prior to leasing said Expansion Space to any bona fide third party, Landlord shall first offer the Expansion Space offered to and verbally accepted by the bona fide third party to Tenant, in writing, under the same terms and conditions as the bona fide third party offer/refusal within the . Tenant shall have ten (10) business day period specified in Section 32(b) abovedays from receipt of said written notice from Landlord within which to notify Landlord of its intent to exercise this Right of First Refusal. In the event Tenant notifies Landlord it does not intend to exercise this Option or fails to notify Landlord as hereinabove provided, then Landlord shall be free relieved of any future obligations under this First Right of Refusal for the specific space offered and may, thereafter, lease that specified Expansion Space to any bona fide third party without further notification to Tenant. In the event Tenant elects to exercise this Option, Tenant agrees to execute documents reasonably requested by Landlord to evidence the expansion. This Right of First Refusal shall be ongoing during the Term and Extension Periods, if exercised, but this sentence shall not be deemed to require Landlord to offer any space to Tenant more than once without Landlord having entered into an intervening lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord . The foregoing Section 44 shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall not be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further limit or encumber Landlord's right to enter into a new lease, extend or renew a lease with an existing tenant for space then occupied by such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereoftenant.

Right of First Refusal. If Tenant does not unconditionally exercise its Provided that the Firm Shares are sold in accordance with the terms of this Agreement, the Underwriter shall have an irrevocable right of first offer/refusal (the “Right of First Refusal”), for a period of twelve (12) months from the First Closing Date, to act, at a minimum, as a co-manager and/or co-placement agent in the event the Company or any Subsidiary retains or otherwise uses (or seeks to retain or use) the services of an investment bank or similar financial advisor to pursue a public offering or a private offering of equity securities (other than the offering of the Offered Shares pursuant to this Agreement) or a public offering or private offering of debt securities (each, a “Subject Transaction”). The Company shall promptly notify the Underwriter of its intention to pursue a Subject Transaction, including the material terms thereof, by providing written notice thereof by registered mail or overnight courier service addressed to the Underwriter. If the Underwriter fails to exercise its Right of First Refusal with respect to any Subject Transaction within the ten thirty (1030) business day period specified in Section 32(b) abovedays after receiving such written notice, then Landlord the Underwriter shall be free have no further claim or right to lease the space described participate in the Subject Transaction. The Underwriter may elect, in its sole and absolute discretion, not to exercise its Right of First Offer Notice Refusal with respect to anyone any Subject Transaction; provided that any such election by the Underwriter shall not adversely affect the Underwriter’s Right of First Refusal with respect to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal other Subject Transaction. If the Underwriter elects to exercise its Right of First Refusal with respect to a third (3rd) party tenant for such spaceSubject Transaction, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with then the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord Underwriter shall be entitled to lease such space to any third act as, at a minimum, as a co-manager and/or co-placement agent (3rdas applicable) party on terms no more favorable and receive as its compensation at least 50% of the compensation payable to the third (3rd) party than those set forth in the Second Chance Refusal Noticeunderwriting or placement agent group. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the The other terms and conditions of this Section 32(c) aboveany such engagements shall be set forth in separate agreements and may be subject to, Tenant shall have no further right among other things, satisfactory completion of due diligence by the Underwriter, market conditions, the absence of a material adverse change to lease such First Offer Space until the expiration or earlier termination Company’s business, financial condition and prospects, approval of the Underwriter’s internal committee and any other conditions that the Underwriter may deem appropriate for transactions of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofnature.

Right of First Refusal. If Provided that (i) Tenant does is not unconditionally exercise its right then in default under the Lease beyond applicable notice and cure periods, (ii) the Lease is then in full force and effect, and (iii) the Tenant named herein has not assigned the Lease (other than to an Affiliate) or sublet any part of first offer/refusal within the ten Premises (10other than to an Affiliate) business day and either Tenant or an Affiliate is then in actual occupancy of the entire Premises demised thereunder, and if, during the period specified commencing on the Effective Date and terminating on November 30, 2019 (the “ROFR Period”), Landlord receives a proposal or expression of intent to lease from a third party which Landlord is willing to accept (an “Offer”) for the lease of all of (a) any contiguous space in Section 32(bthe Building, or (b) aboveany space containing a minimum of 5,000 square feet of space in either of the other two (2) buildings on the Real Property, then Landlord shall be free notify Tenant of the Offer and shall include a redacted copy of the letter of intent for the Offer (“First Refusal Notice”). Tenant shall thereupon have the one time right and option to lease the space described in the Offer (the “Offered Space”) upon such terms and conditions as are set forth in the Offer by delivering final and irrevocable notice to Landlord within five (5) business days after receipt of the First Offer Notice Refusal Notice, time being of the essence. Promptly following Tenant’s election to anyone the lease the Offered Space, the parties shall enter into a supplemental agreement to whom the Lease on a form prepared by Landlord desires on any terms Landlord desires; incorporating the Offered Space as part of the Premises, provided, however, that when the execution of such supplemental agreement shall not be a condition to the effectiveness of Tenant’s election to lease the Offered Space. If Tenant fails to lease the Offered Space in compliance with the terms and conditions of this Section then Tenant shall have no further rights under this Section with respect to the Offered Space described in the First Refusal Notice. Notwithstanding the foregoing, if after Tenant elects (or is deemed to have elected) not to lease the Offered Space, Landlord receives intends to enter into a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal lease upon terms which are materially more favorable to a third (3rd) party tenant for than the terms set forth in such spaceFirst Refusal Notice, Landlord shall first deliver written notice to Tenant (“"Second Chance Refusal Notice”") providing Tenant with the additional right of first offer/refusal opportunity to lease the space described in the First Offer Space Refusal Notice on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall applymaterially more favorable terms. Tenant’s 's failure to elect to lease the space described in the First Offer Space Refusal Notice upon such materially more favorable terms by written notice to Landlord within seven three (73) business days after Tenant’s 's receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s 's election not to lease such spacespace upon such materially more favorable terms, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no not materially more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such For purposes of this Section, the terms shall be considered "materially more favorable" if the financial terms described in the First Offer Space to a third Refusal Notice change in Tenant's favor by more than five percent (3rd) party tenant pursuant 5%). Tenant’s rights under this Section will be subject to the terms and conditions rights of this Section 32(c) aboveexpansion, Tenant shall have no further right to renewal, first refusal, first offer, or similar rights contained in any existing lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party leaseleases. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its Tenant’s right of first offer/ refusal, if at all, with respect refusal provided herein does not apply to all any space which is available as of the space offered by date of this First Amendment. Landlord shall not be liable for any damages for any holdover tenant or other occupant of any Offered Space, but shall use commercially reasonable efforts to Tenant at any particular time, and Tenant may not elect cause such holdover tenant or other occupant to lease only a portion thereofpromptly vacate the Offered Space.

Right of First Refusal. If Provided that (i) Tenant does is not unconditionally exercise its in default hereunder and (ii) Tenant originally named herein or a Permitted Transferee remains in possession of and has been operating in the Leased Premises throughout the Lease Term. Tenant shall have the right of first offer/refusal within ("Refusal Option") to lease additional space in the ten Building crosshatched on the attached EXHIBIT E (10"Refusal Space") business day period specified in Section 32(b) aboveas such space becomes available for leasing during the Lease Term. If Tenant exercises this Refusal Option prior to the Commencement Date, then Landlord the terms for the Refusal Space shall be free on the same terms and conditions as this Lease and this Lease shall be amended to lease reflect the space described increase in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; providedLeased Premises, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Rent and Building Expense Percentage. If Tenant (“Second Chance exercises this Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months Option after the Commencement Date, the Agreed Terms reflected in Section 32(a) above Refusal Space shall apply. Tenant’s failure be offered to elect to lease Tenant at the First Offer Space rental rate and upon such other terms and conditions, as are then being offered by Landlord to a specific third party prospective tenant for such space. In the event that the Refusal Space is not leased to the initial third party prospective tenant, then this Refusal option shall remain in effect in the event of a re-offer to such original prospective tenant or an offer to any other specific third party prospective tenant and the Refusal Space shall again be offered to Tenant in accordance herewith. Upon notification in writing by Landlord that Landlord is in negotiations with a prospective tenant and written notice of the terms of such lease for the Refusal Space as given to Landlord within the prospect are also given to Tenant in writing, Tenant shall have seven (7) business days after Tenant’s receipt in which to notify Landlord in writing of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s its election not to lease the Refusal Space at such spacerental rates described in such notice, in which case Landlord event this Lease shall be entitled amended to lease incorporate such space Refusal Space. It is understood and agreed that this Refusal Option shall not be construed to prevent any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth tenant in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration Building from extending or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party renewing its lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Right of First Refusal. If Landlord is the owner of the herein demised premised and "expansion space," as well as the adjacent 3,000 square feet of space, It is agreed that Tenant does not unconditionally exercise its shall have the right of first offer/refusal within to EXHIBIT "C" ADDITIONAL PROVISIONS CONTINUED lease the ten (10) business day period specified adjacent space from the Landlord subject to the existing leases in Section 32(b) aboveplace. In the event a prospective tenant desires to lease this space from Landlord, then Landlord shall be free notify Tenant thereof in the manner provided herein for notice, whereupon Tenant shall have five (5) days after receipt of such notice in which to elect to exercise Tenant's right of first refusal. In the event Tenant fails to give Landlord written notice of Tenant's election to lease the adjacent space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third within said five (3rd5) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) aboveday period, Tenant shall have no further right, title or interest in the adjacent space and this right to lease such First Offer Space until of first refusal shall terminate and be of no further force and effect. If, on the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained hereinother hand, Tenant must elect to exercise exercises its right of first offer/ refusalrefusal in the manner provided above, if at all, with respect to all the lease of the adjacent property shall be consummated at a fair market rental rate. RENEWAL OPTION Tenant shall have the right and option to renew this Lease for one (1) additional five (5) year term by delivering written notice thereof to Landlord at least One Hundred Eighty (180) days prior to the expiration date of the lease term, provided that at the time of such notice and at the end of the lease term, Tenant is not in default hereunder. Upon the delivery of said notice and subject to the conditions set forth in the preceding sentence, this Lease shall be extended upon the same terms, covenants and conditions as provided in this Lease, except that the rental payable during said extended term shall be the prevailing market rental rate for space offered of comparable size, quality and location at the commencement of such extended term. If a conflict arises in the determination of such a FMV rental rate, a three-member committee, selected from the Austin Board of Realtors, shall determine the FMV rental rate. The first two members of such committee shall be selected by Landlord to Tenant at any particular time, and Tenant may not elect respectively, which two members shall select the third. In no event shall the rate decrease below the rate Tenant is currently paying. EXHIBIT "D" GUARANTY OF LEASE THIS GUARANTY given by Xxxx Xxxxxxxxx (hereinafter called the "Guarantors," whether one or more) to lease only a portion thereof.AEtna Life Insurance Company (hereinafter called the "Landlord"):

Right of First Refusal. If Provided no Tenant does default has occurred and is continuing hereunder and provided Tenant has not unconditionally exercise its sublet more than 25% of the total square footage of the Complete Premises, Tenant shall have a continuing right of first offer/refusal within the ten (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease the balance of the space described in the First Offer Notice to anyone to whom Landlord desires Building as more particularly described on any terms Landlord desiresExhibit F attached hereto (the "Additional Space") at such time as said Additional Space becomes available for lease dining the Extension Term; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal Tenant shall have no right to a third (3rd) party tenant for lease any portion of the Additional Space which is re-leased to existing tenants occupying such space. Prior to entering into any new lease for any portion of the Additional Space, Landlord shall first deliver written notice to Tenant offer (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Tenant) to lease such portion of the Additional Space to Tenant upon the same terms and conditions as set forth in a bona fide third party offer (the "Third Party Offer") for said space. Tenant shall have a period of ten (10) days following receipt of said written notice from Landlord to provide Landlord with written notice of its election to lease all (but not a portion) of the available portion of said Additional Space. In the event Tenant fails to respond to Landlord within seven said ten (710) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord day period, Tenant shall be deemed to constitute Tenant’s election have waived its rights with respect to the leasing of the Additional Space. If Tenant elects not to lease such space, in which case Landlord shall be entitled exercise its right to lease the Additional Space and such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) abovesubsequently becomes available for lease, Tenant shall again have no further a right of first refusal with respect to lease such First Offer Space until space. In the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, event Tenant must elect elects to exercise its right of first offer/ refusal, if at all, refusal with respect to all of the space offered by Landlord to Additional Space, Tenant at any particular time, and Tenant may not elect shall be deemed to lease only said space subject to all the terms and conditions as set forth in the Third Party Offer and the parties hereto shall amend the Lease (or enter into a portion thereofnew lease) to memorialize the terms of said Lease.

Right of First Refusal. If Subject to the existing rights of tenants of the Building under leases that are in effect as of the Effective Date, which existing rights shall be superior to those of Tenant, and further subject to the limitations otherwise set forth in this Paragraph 7, in the event any office space located on the ground floor and leased to Xxxxxx Xxxxxx as of the Effective Date become(s) available during the Term, and Landlord receives a commercially reasonable signed letter of intent from a bona fide prospective tenant for either such ground floor space, such offer as received by Landlord shall be presented to Tenant does not unconditionally exercise its right of first offer/refusal within the in writing. Tenant shall have ten (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s following its receipt of such Second Chance Refusal Notice offer notice from Landlord to notify Landlord whether Tenant elects to lease such ground floor space on the terms set forth in said notice and any failure by Tenant to so respond within such ten-day period shall be deemed to constitute be Tenant’s election not to lease such ground floor space. If, in which case Landlord shall be entitled however, Tenant timely elects to lease such ground floor space from Landlord, then Tenant shall be obligated to any third (3rd) party lease such ground floor space on the terms no more favorable to the third (3rd) party than those and conditions set forth in the Second Chance Refusal Notice. If offer notice and Landlord does shall lease such First Offer Space ground floor space to a third (3rd) party tenant pursuant to the Tenant on such terms and conditions conditions, except that in no event shall the term of this Section 32(csuch lease of such ground floor space extend beyond the Term hereof (which may include any available and properly exercised Extension Options). Notwithstanding the foregoing, in the event that the length of the proposed term of any offer received by Landlord for said ground floor space shall extend for more than twelve (12) abovemonths beyond the expiration of the Term hereof, Tenant then Landlord shall have no further right obligations under this Paragraph 7 unless Tenant agrees to lease such First Offer Space until extend the expiration or earlier termination Term hereof at FMRV Base Rental so that the Term of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything this Lease and the term relating to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the ground floor space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofshall be co-terminous.

Right of First Refusal. If Provided no Event of Default exists under this Lease after any applicable cure period has expired, Tenant does not unconditionally exercise its shall have a continuing right of first offer/refusal within (the ten "RIGHT OF REFUSAL") to lease any space on the 6th or the 8th floors of the Building which is available during the Lease Term (10a "RIGHT OF REFUSAL SPACE"). Landlord shall offer any Right of Refusal Space to Tenant on the same terms and conditions as those proposed to and accepted by an interested third party (inclusive of a tenant improvement allowance, base year and rental rate) pro rated to reflect a coterminous lease. Tenant shall have two (2) business days after receipt of Landlord's written notice in which to exercise the Right of Refusal. If Tenant has not responded to Landlord within such 2-day period specified in Section 32(b) aboveperiod, then Tenant shall be deemed to have elected not to exercise the Right of Refusal. If Tenant elects not to exercise the Right of Refusal, then Landlord shall be free have one hundred eighty (180) days during which to execute a lease with any third party for the space described in Right of Refusal Space at materially the First Offer Notice to anyone to whom Landlord desires on any same terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice offered to Tenant (“Second Chance without again offering such the Right of Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party leaseTenant. Notwithstanding anything to the contrary contained herein, if Tenant exercises its Right of First Refusal prior to June 30, 1999, the terms shall be on the same terms and conditions as set forth in this Lease. The parties acknowledge and agree that if Tenant exercises any of the options set forth above, this Lease shall be amended, as of the date of the exercise of option to reflect the exercise of such option. Notwithstanding anything set forth herein to the contrary, if Tenant exercises the Right of First Refusal, Right of First Offer or Option to Expand during months 85 to 120 of the Lease Term, then Tenant also must elect to exercise its right of first offer/ refusal, if at all, with respect Option to all of Extend by the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofOption Exercise Date as set forth in Article 1(g) hereof.

Right of First Refusal. If Tenant does not unconditionally exercise its right of first offer/refusal If, within the ten first twelve (1012) business day period specified in Section 32(b) abovemonths of the initial Term of this Lease, then Landlord shall be free is in, or is about to enter into, negotiations to lease space on the space described sixth (6th) floor of the Building and Tenant is not then in default of its covenants and obligations under this Lease and The Lincoln National Life Insurance Company, itself, or an Affiliated Entity is occupying at least fifty percent (50%) of the First Offer Notice Premises then demised to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such spaceTenant, Landlord shall first deliver provide written notice to Tenant (“Second Chance Refusal Notice”) providing of such negotiations, such notice to be directed to Xxxxxxx Xxxxxx, Vice President-Director of Facilities, Lincoln National Corporation, 0000 Xxxxx Xxxxxxx Xxxxxx, Xxxx Xxxxx, IN 46801. Tenant with shall have the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms space by written notice to Landlord within seven (7) business days after Tenant’s 's receipt of such Second Chance Refusal Notice notice from Landlord. If Tenant fails to timely exercise such right (time being of the essence in respect of this Section 10.27), Landlord shall be deemed have no obligation to constitute lease such space to Tenant pursuant to the terms of this Section 10.27. If Tenant timely exercises such right, then Landlord shall lease such space to Tenant upon the same terms and conditions of this Lease (including, without limitation, the Expiration Date, the Base Rent rental rate then (and from time to time) applicable to the other premises demised to Tenant under this Lease, the right to parking passes at the same ratio provided for the other premises then demised to Tenant under this Lease, and the obligation to pay charges for parking passes at the rate then (and from time to time) applicable to the other parking passes provided to Tenant under this Lease). Notwithstanding the foregoing, (a) Landlord shall contribute towards the cost of the build-out of such space and Tenant’s election not 's costs to prepare the Construction Drawings for such space an amount equal to $17.50 per rentable square foot and $.43 per usable square foot (respectively) of such space, in each case multiplied by a fraction, the numerator of which is the number of full calendar months remaining in the initial Term of this Lease after the commencement date of the leasing of such space, and the denominator of which is one hundred twenty (120), (b) Tenant shall prepare the Construction Drawings for the build-out of such space in a diligent and efficient manner so that Landlord's final approval thereof is obtained no later than forty-five (45) days after the giving to Landlord of Tenant's notice exercising its right to lease such space, in which case Landlord and (c) Tenant shall be entitled have no right to additional reserved (i.e., as opposed to unassigned) parking spaces by reason of the demise of such space. Notwithstanding the fact that Tenant's exercise of the above-described right to lease such space shall be self-executing, as aforesaid, the parties hereby agree to execute a lease amendment reflecting the addition of such space promptly after the exercise by Tenant of its right to lease the same. The execution of such lease amendment shall not be deemed to waive any third (3rd) party on terms no more favorable of the conditions to Tenant's exercise of the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further herein right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision space, unless otherwise specifically provided in such third (3rd) party leaselease amendment. Notwithstanding anything to the contrary contained hereinherein contained, in no event shall Tenant must elect to exercise have any rights under this Section 10.27 if Tenant shall have previously exercised its right of first offer/ refusal, if at all, with respect to all reduce the size of the space offered by Landlord Premises pursuant to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofSection 10.28 below.

Right of First Refusal. If During the Lease Term and any Renewal Term, Tenant does not unconditionally exercise its shall have the right of first offer/refusal refusal, on the terms and conditions hereafter set forth (the “ROFR”), to lease any space in the South Tower of the Building adjacent to the Premises or one floor above or below the Premises (the “ROFR Space”). Provided Tenant is not then in default under the terms of the Lease beyond any applicable grace or cure periods, upon receipt by Landlord from a third party of a bona fide offer or agreement to lease all or a portion of the ROFR Space which Landlord is willing to accept (a “Third Party Offer”), Landlord shall notify Tenant in writing (the “First Right Notice”) of the Third Party Offer and shall provide a copy of the terms thereof. Tenant shall thereupon have the right to lease the ROFR Space, by notifying Landlord of its election within the ten (10) business day period specified in Section 32(b) abovedays after Landlord’s First Right Notice is given. In the event Tenant timely elects to exercise the ROFR herein provided, then Landlord Tenant’s lease of such ROFR Space shall be free under the same terms and conditions as those proposed and agreed to lease by the space described third party offer. In the event Tenant timely elects to exercise the ROFR as herein provided, the ROFR Space shall be added to and shall be deemed a part of the Premises, and Tenant agrees to execute such mutually agreeable amendments to this Lease or other documents requested by Landlord within a reasonable period after being provided such mutually agreeable amendments to the Lease or other documents requested by Landlord, to evidence the same and to evidence the affected provisions of the Lease, including, without limitation, increases in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; providedPremises rentable square feet, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall applyrental and Tenant’s Proportionate Share. Tenant’s failure to elect notify Landlord of its election to exercise the ROFR within the prescribed ten (10) day period shall constitute Tenant’s waiver of the ROFR to lease the First Offer ROFR Space upon such terms by written notice to Landlord within seven (7) business days after for that offer, but not subsequent offers received during the Term or any renewal thereof. Additionally, Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall ROFR may not be deemed to constitute assigned or otherwise conveyed by Tenant’s election not to lease such space, and notwithstanding anything contained in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable this Lease to the third (3rd) party than those set forth contrary, shall at all times be subject and subordinate to the renewal, expansion or other occupancy rights of tenants in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all Building existing as of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofEffective Date.

Right of First Refusal. During the Lease Term, or any extension thereof, Tenant shall have a right of first refusal on all of the remaining space on the ninth floor of the Tower as and when such space, or any part thereof, becomes available to Landlord (which space is hereinafter referred to as the 'Expansion Space'). Each time Landlord receives from or is going to give a bona fide offer to an actual third party ("Third Party Offer"), to lease part or all of the Expansion Space, and such Expansion Space is then available, and such offer is acceptable to Landlord, Landlord shall first offer such Expansion Space to Tenant in writing ("Landlord's Notice") on the same Business Terms as were offered to or by the third party. Expansion Space shall be considered "available" when it becomes vacant after the termination or expiration of the current lease of such space between Landlord and Telemedia North American Communications. 'Business Terms' are hereby defined as: effective base rental rate (base rental rate with any rent concession factored in); operating cost stop; tenant improvement allowance; the number of rentable square feet contained in such Expansion Space; and any other material economic terms. Tenant shall have 10 business days after receipt of Landlord's Notice to accept Landlord's offer in writing. If Tenant does not unconditionally exercise its right of first offer/refusal elect to accept Landlord's offer or fails to respond within the ten (10) 10 business day period specified in Section 32(b) aboveperiod, then Landlord landlord shall be free to lease the space described in Expansion Space to the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no that are not materially more favorable to the third (3rd) party than those set forth the Business Terms that were contained in the Second Chance Refusal Noticethird party's bone fide offer. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to Tenant accepts the terms and conditions of this Section 32(c) above, Tenant shall have no further right offer to lease such First Offer Expansion Space, such Expansion 57 Space until shall be leased by Tenant on the expiration Business Terms offered to or earlier termination of such by the third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofparty.

Right of First Refusal. If Tenant does not unconditionally exercise its The "Expansion Space" is the leasable area of the 14th floor of the Building. Subject to the preexisting right of first offer/refusal within Opton Galtxx Xxxxxxxxx, X.C. (existing tenant suite 1410) to extend their lease, at any time during the ten initial term of this Lease that Landlord receives a fully executed letter of intent to lease the Expansion Space or any portion of it to a prospective third party, Landlord shall communicate to Tenant, in writing, the financial consideration and other financial terms of such letter of intent. Landlord's communication shall constitute an offer to Tenant to lease the Expansion Space or applicable portion thereof on the terms set forth in such communication and otherwise on the terms set forth in Lease. Tenant specifically acknowledges that a third party may be willing to lease the Expansion Space for a term which is longer than the unexpired balance of the initial term of this Lease, or as part of a larger space. Therefore, Landlord may offer the Expansion Space or the applicable portion thereof to Tenant on terms which require Tenant (10a) business to extend the balance of the term of this Lease (at a rent acceptable to Landlord) to coincide with the length of the term being considered with respect to the third party and/or, (b) to lease the entirety of the larger space. Tenant shall have until 5:00 p.m. on the Tenth (10th) working day period specified following receipt of Landlord's communication to agree in Section 32(bwriting to lease the Expansion Space on the terms offered by Landlord, and shall have five (5) abovedays following receipt of a lease or addendum prepared by Landlord to execute a lease or an addendum hereto with Landlord for the space offered by Landlord's communication, on the terms set forth in this Lease and in Landlord's communication (it being acknowledged that Landlord's communication shall set forth, in addition to other matters, the condition in which the offered space is offered, the amount of any tenant improvement allowance, the amount of any security deposit or additional security deposit required with respect to offered space, and such other matters as Landlord may include). Should Tenant fail to execute such a lease or addendum, or otherwise indicate rejection of such communication, Landlord may negotiate with the intended third party and execute a lease with such 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. If a lease with the third party is signed, this shall terminate Tenant's rights hereunder as to the Expansion Space. If a lease with the third party is not signed, the Expansion Space shall again be subject to this right of First Refusal, but only as to letters of intent containing financial terms materially less favorable to Landlord than any proposal which Tenant has previously failed to accept under this Section. As a condition to Landlord accepting a lease or addendum with Tenant under this Section, Landlord shall have the right to review then current financial statements of Tenant. If Landlord is not satisfied, in its discretion, with the financial condition of Tenant, as demonstrated by such financial statements, then Landlord may proceed to negotiate with the third party on the same terms as if Tenant had rejected Landlord's communication. All communications and notices under this Section shall be free hand delivered during business hours to lease Landlord at its offices at 720 X.X. Xxxxxxxxxx Xxxxxx, Suite 330, Portland, OR 97205, and to Tenant at the space described in the First Offer Notice to anyone to whom Landlord desires on Premises. The rights of Tenant under this Section are not assignable and shall terminate upon any terms Landlord desiresassignment, sublease or event of default hereunder by Tenant, or any termination of this Lease or of Tenant's right of possession hereunder; provided, however, that when in the event Tenant shall have exercised an expansion right pursuant to this Section and Landlord receives a request for proposal that Landlord would seriously consider for such space subsequently terminates this Lease or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional Tenant's right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Datepossession hereunder for default, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure damages to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable shall include damages with respect to the third leasing of the Expansion Space. At such time as Tenant rejects a communication by Landlord or otherwise has no rights (3rdor less rights) party than those with respect to Expansion Space or any portion thereof, Tenant shall execute and deliver to Landlord a certificate setting forth the status of the remaining rights, if any, which Tenant enjoys with respect to the Expansion Space, the compliance of Landlord with the process set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular timeSection, and Tenant such other matters as Landlord may not elect to lease only a portion thereofrecently request.

Right of First Refusal. If Provided that (i) Tenant does is not unconditionally exercise its in Default hereunder, and (ii) Tenant originally named herein or a Permitted Assignee remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, and (iii) subject to any rights of other tenants to the Refusal Space, as defined below, Tenant shall have a continuous right of first offer/refusal within (the ten “Refusal Option”) to lease additional space in the Building crosshatched on the attached Exhibit F (10the “Refusal Space”) as such space becomes available for leasing during the Lease Term. The term for the Refusal Space shall be coterminous with the Lease Term with a minimum term of two (2) years. The Refusal Space shall be offered to Tenant at the rental rate then being quoted by Landlord to a specific third party prospective tenant for such space adjusted for the difference in the term for the third party and the remaining Lease Term. Tenant acknowledges and agrees that the Refusal Space offered to Tenant based on a specific third party deal may contain more or less square footage than the Refusal Space outlined in Exhibit F. Upon notification in writing by Landlord that the Refusal Space is available, Tenant shall have seven (7) business day period specified days in Section 32(b) above, then which to notify Landlord shall be free in writing of its election to lease the space Refusal Space at such rental rates and at such square footage described above, in which event this Lease shall be amended to incorporate such Refusal Space. If Landlord and Tenant cannot agree on the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with form of the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord amendment within seven (7) business days after Tenant’s receipt delivery of such Second Chance Refusal Notice amendment from Landlord shall be deemed to constitute Tenant’s election not to , then Landlord may lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable the Refusal Space to the prospective third (3rd) party than those set forth party. It is understood and agreed that this Refusal Option shall not be construed to prevent any tenant in the Second Chance Refusal NoticeBuilding from extending or renewing its lease. If Landlord does lease such First Offer Space represents to a third (3rd) party Tenant that as of the date of this Lease, no other tenant pursuant in the Building has any rights to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofrefusal space.

Right of First Refusal. If Provided that, at the time of the exercise of this option, this Lease is in effect and no event of Default beyond any applicable cure period then exists, Tenant does not unconditionally exercise its shall have a right of first offer/refusal within (the ten "REFUSAL OPTION") to lease any of the additional space in the Building (10) business day period specified in Section 32(b) above, then Landlord the "REFUSAL SPACE"). The Refusal Space shall be free offered to lease Tenant upon the space described in terms and conditions and at the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives rental rate then being offered by a request for proposal that Landlord would seriously consider specific third party prospective tenant for such space or when Landlord issues a proposal to a third (3rd) party tenant for such spacewhich terms, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms conditions and rental rate that Landlord would so accept from a third (3rd) partyis willing to accept. Notwithstanding Upon notification in writing by Landlord that the foregoingRefusal Space is available, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within have seven (7) business days after Tenant’s receipt in which to notify Landlord in writing of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s its election not to lease the Refusal Space at such spacerental rates and at such square footage described above, in which case Landlord event this Lease shall be entitled amended to incorporate such Refusal Space. If Tenant declines its Refusal Option, then this Refusal Option with respect to the applicable Refusal Space shall terminate and Landlord may lease such space the Refusal Space to any the prospective third (3rd) party on the terms no more favorable offered to Tenant; provided, however, (i) if the Refusal Space is not subsequently leased to another tenant within one hundred twenty (120) days after the expiration of such seven (7) business day period, Tenant's right of first refusal with respect to the third Refusal Space shall be reinstated and (3rdii) party than those set forth in if the Second Chance Refusal Notice. If Landlord does lease such First Offer Space is leased to a third party within such one hundred twenty (3rd120) party tenant pursuant to the terms and conditions of this Section 32(c) aboveday period, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its Tenant's right of first offer/ refusal, if at all, refusal shall be reinstated with respect to all such Refusal Space only upon expiration of the space offered term of such lease and any extensions thereof and the receipt by Landlord of a subsequent third party offer for such space. It is understood and agreed that this Refusal Option shall not be construed to Tenant at prevent any particular time, and Tenant may not elect to lease only a portion thereoftenant in the Building from extending or renewing its lease.

Right of First Refusal. If Tenant does (“ROFR Space”). Provided no event of default exists on the date Landlord receives a third party offer, Landlord hereby grants to Tenant, but not unconditionally exercise its to any assignee or subtenant of Tenant, a right of first offer/refusal within during the ten Extended Term (10but not during any renewal of the Extended Term) business day period specified in Section 32(b) aboveto Lease the approximate 5,941 square feet of space immediately contiguous to the Leased Premises and as identified on Exhibit A as the ROFR Space. If Landlord receives an offer to lease any portion of the ROFR Space from a third party, then Landlord shall be free notify Tenant in writing of its intention to accept the offer (the “Offer”) and provide Tenant with the terms under which it is prepared to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such ROFR space, Landlord . Tenant shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within have seven (7) business days after from receipt of Landlord’s notice to notify Landlord in writing of Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect intent to exercise its right of first offer/ refusal, if at all, refusal with respect to the ROFR Space, which is the subject of the Offer. If the terms of the Offer include space in addition to the ROFR space, Tenant shall be required to lease all of the such space offered by Landlord to Tenant at any particular time, and Tenant may not elect if it desires to lease only the ROFR Space. If Tenant does not exercise its right of first refusal within seven (7) days of receipt of Landlord’s notice, then Landlord may lease such space to the third party. If the third party does not execute a portion thereofLease for the ROFR Space, Tenant’s right of first refusal shall be reinstated. If Tenant elects to exercise its right of first refusal to lease the ROFR Space (including any additional space) which is the subject of the offer, then the terms for the lease of such ROFR Space shall be the same as those economic terms offered to the third party including length of term. Furthermore, Tenant acknowledges in the event Tenant elects not to exercise their ROFR the ROFR space will be offered to Xxxxxxx per their subordinate rights to the space.

Right of First Refusal. Subsequent to the expiration or sooner termination of the Option Period, Landlord hereby grants and Tenant shall have a one-time right of first refusal to lease the Additional Space upon the same terms and conditions as provided in the Landlord’s Notice (as hereinafter defined) for rent and provided that at least three (3) years remain in the Term when Tenant occupies the Additional Space. Landlord shall use reasonable efforts to lease other vacant space in the Building prior to leasing the Additional Space. In the event that Landlord receives an offer to lease the Additional Space, Landlord shall so notify Tenant of the terms and conditions of such offer (“Landlord’s Notice”). Within five (5) business days after the receipt of Landlord’s Notice, Tenant shall provide written notice to Landlord as to Tenant’s decision to lease or not to lease the Additional Space. If Tenant provides such notice to lease the Additional Space, Landlord and Tenant shall execute a lease or an amendment hereto for the Additional Space within ten (10) days after Landlord’s receipt of Tenant’s notice of intent to lease on all the same terms as provided in the Landlord’s Notice except that the lease by Tenant must be for at least three (3) lease years commencing on the date Tenant occupies the Additional Space and expiring on the expiration date of this Lease. If Tenant does not unconditionally exercise provide written notice within five (5) business days of the receipt of Landlord’s Notice, Tenant shall have been deemed to have waived its right of first offer/refusal within to lease the ten (10) business day period specified in Section 32(b) aboveAdditional Space. Thereafter, then Landlord shall be free to enter into a lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives with such third party (a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal NoticeThird Party Lease”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those identified in the Landlord Notice, and the rights of Tenant in and to the Additional Space shall be null and void and of no further force and effect. Landlord shall provide Tenant the services set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant Section 3.1 with respect to the terms Additional Space, the cost of which shall be borne by Landlord and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything be equal to the contrary contained herein, per square footage construction costs for the Turnkey Upfit prorated by dividing such per square footage construction costs by a fraction the numerator of which is the number of months remaining in the Term when Tenant must elect to exercise exercised its right of first offer/ refusal, if at all, refusal and the denominator of which shall be sixty-five (65) (number of months in the Term). Landlord shall configure the Additional Space so that it has connectivity with respect the Premises upon Landlord’s delivering the Additional Space to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofTenant.

Right of First Refusal. If Provided an Event of Default by Tenant does not unconditionally then exist under the Lease, Landlord has the obligation to inform Tenant in writing (the “Option Notice”) if Landlord believes, in good faith, that it has a bona fide prospect (the “Prospect”) to lease the Remainder Space. The Option Notice will describe the Remainder Space and the economic terms upon which Landlord has offered to lease all or a portion of the Remainder Space to the Prospect. Tenant has the option (the “Expansion Option”) to lease the entire Remainder Space described in the Option Notice on the terms and conditions set forth in the Option Notice. To effectively exercise its right Expansion Option, Tenant must inform Landlord in writing of first offer/refusal its desire to lease the Remainder Space on the terms and conditions set forth in the Option Notice, which writing must be received by Landlord within the ten (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right days of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from the Option Notice. If Tenant fails to timely exercise its Expansion Option, then Landlord shall be deemed to constitute Tenant’s election not has the right to lease such space, in which case Landlord shall be entitled all or a portion of the Remainder Space to lease such space the Prospect or to any third (3rd) other third-party on substantially the same terms no as those specified in the Option Notice (with the phrase “on substantially the same terms as those specified in the Option Notice” being defined as terms that result in the net effective rent received by Landlord being within ten percent (10%) of the net effective rate that Landlord would have received had the prospective tenant executed a lease based exactly on the terms set forth in the Option Notice) or on terms more favorable to the third (3rd) party than those set forth in the Second Chance Refusal NoticeLandlord. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant Notwithstanding any language herein to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.contrary:

Right of First Refusal. If Tenant does not unconditionally exercise its right Subject to pre-existing rights of first offer/refusal within the ten (10) business day period specified held by other tenants set forth in Section 32(b) above, then Landlord shall be free to lease the space described Exhibit “I” attached hereto and provided that Tenant is not in default in the First Offer Notice payment of Basic Annual Rent, Additional Rent or any other amount due hereunder of in the performance of any covenant or obligation to anyone to whom be performed by Tenant hereunder, Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal agrees that Landlord would seriously consider will not enter into any lease for such any adjacent space or when Landlord issues a proposal which shall become available in the buildings at 300 Xxxxxxx Xxxx and 300 Xxxxxxx Xxxx Xxxx to a third (3rd) party any prospective tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice who expresses to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not his intention to lease such space, in on which case expression, after reasonable investigation by Landlord, Landlord shall have the right to rely, unless Landlord shall first receive an acceptable bona-fide offer which need not be entitled in writing from such prospective tenant for the lease of such space and Landlord shall have notified Tenant in writing of the name of the prospective tenant making the offer, the rental amount to be paid therefor and all pertinent details of the proposed lease. Landlord agrees that Tenant shall thereupon have the prior right to lease each such space upon the same terms and conditions as are contained in the offer. Said right must be exercised within ten (10) calendar days after Tenant's receipt of said written notice of said offer by giving written notice to Landlord of the exercise of said right within said ten (10) calendar days period. If Tenant shall fail to exercise its right to lease that particular space, Tenant shall be conclusively deemed to have waived and relinquished all rights to lease the particular space specified in the notice and Landlord may lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth or anyone else designated in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space notice without further notice to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofTenant.

Right of First Refusal. If Throughout the Term of this Lease, but subject to the extension option rights and expansion option rights granted prior to July 2005 to other tenants of the building commonly known as 3 Results Way (“Building 3”) and shown on Exhibit “A” attached hereto, which extension option and expansion option rights are listed on Exhibit “G” attached hereto, Tenant does not unconditionally exercise its shall have the continuing right of first offer/refusal within to lease space located in Building 3 as such space becomes available for lease (the ten (10“First Refusal Space”). The First Refusal Space shall not be deemed available for lease if Landlord renews or extends the lease with the existing tenant(s) business day period specified in Section 32(b) aboveof the First Refusal Space, then Landlord their successors or assigns, on a negotiated basis. The precise size and configuration of the First Refusal Space shall be free as reasonably determined by Landlord and shall be subject to lease the space described in exiting requirements then imposed by the First Offer Notice to anyone to whom Landlord desires on applicable governmental authorities with jurisdiction over the Premises. On each occasion during the Term of this Lease (including any terms Landlord desires; provided, however, Option Terms) that when Landlord receives a request Third Party Offer (as hereinafter defined) for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal the First Refusal Space and prior to a leasing the First Refusal Space to any third (3rd) party tenant for such spaceparty, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with a redacted copy of such Third Party Offer specifying the additional right of first offer/refusal material business terms and conditions upon which such third-party has proposed to lease the First Offer Refusal Space on such terms that and which Landlord would so is willing to accept from a third (3rd) partythe “Availability Notice”). Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen shall then have five (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (75) business days after its receipt of the Availability Notice in which Tenant may either give Landlord written notice of Tenant’s receipt acceptance of such Second Chance the First Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party Space on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions specified in the Availability Notice (the “Acceptance Notice”) or written notice of this Section 32(c) above, a counteroffer by Tenant shall have no further right to for the lease of such First Offer Refusal Space until (the expiration or earlier termination of such third “Counteroffer Notice”). Prior to giving the Availability Notice to Tenant and for five (3rd5) party business days thereafter, Landlord shall not enter into any lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at First Refusal Space with any particular time, and Tenant may not elect to lease only a portion thereof.other person. If during such five (5) business day period:

Right of First Refusal. If Section 18.19 of the Lease is hereby amended to add the following: "Provided that Tenant does is not unconditionally exercise its in default hereunder and subject to any rights of other tenants to the Refusal Space, Tenant shall have the right of first offer/refusal within ("Refusal Option") to lease any additional space in the ten Building (10) business day period specified in Section 32(b) above, then Landlord "Refusal Space")as such space becomes available for leasing during the Lease Term. The term for the Refusal Space shall be free to lease coterminous with the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; providedLease Term, provided however, that when the minimum term for the Refusal Space shall be five (5) years. The Refusal Space shall be offered to Tenant at the rental rate and upon such other terms and conditions, excluding free rent and other concessions, as are then being offered by Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a specific third (3rd) party prospective tenant for such space, Landlord but in no event shall first deliver written notice such rental rate be less than the then current rental rate under this Lease. In the event that the Refusal Space is not leased to the initial third party prospective tenant, then this Refusal Option shall remain in effect in the event of an offer to any other specific third party prospective tenant and the Refusal Space shall again be offered to Tenant in accordance herewith. Upon notification in writing by Landlord that the Refusal Space is available, Tenant shall have five (“Second Chance Refusal Notice”5) providing Tenant with the additional right business days in which to notify Landlord in writing of first offer/refusal its election to lease the First Offer Refusal Space on at such terms that Landlord would so accept from a third (3rd) partyrental rates described above, in which event this Lease shall be amended to incorporate such Refusal Space. Notwithstanding In the foregoing, however, if the Second Chance Refusal Notice is delivered to event Tenant on declines or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure fails to elect to lease the First Offer Space upon such terms by written notice Refusal Space, then this Refusal Option shall automatically terminate and shall thereafter be null and void as to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord . It is understood and agreed that this Refusal Option shall not be entitled construed to lease such space to prevent any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth tenant in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration building from extending or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party renewing its lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof."

Right of First Refusal. If Effective as of the Effective Date, Section 2.4 of the Lease and Schedule 1-A attached to the Lease shall be deleted in their entirety and of no further force or effect. Subject to Section 10 below, during the period (the “First Refusal Period”) from the Effective Date through the end of the initial Expansion Space Term (subject, however to the limitations set forth below in this Section 9), Tenant does shall have a right of first refusal to lease that certain space in the Building commonly known as Suite 400 (the “First Refusal Space”), or such applicable portion of the First Refusal Space, when the First Refusal Space (or such applicable portion thereof) first becomes available for lease as provided hereinbelow as determined by Landlord. For purposes hereof, the First Refusal Space (or applicable portion thereof) shall first become available for lease by Tenant immediately prior to the first time Landlord intends to submit to a third party (other than the existing tenant of the First Refusal Space, or applicable portion thereof, or an affiliate of such existing tenant) a bona fide proposal, counter-proposal, or letter of intent to lease the First Refusal Space (or applicable portion thereof) (the “Third Party Proposal”). Notwithstanding anything in this Section 9 to the contrary: (i) Tenant’s right of first refusal set forth herein shall be subject and subordinate to all rights of expansion, renewal, extension, first refusal, first offer or similar rights for all or any portion of the First Refusal Space granted to any tenants of the Building pursuant to leases which have been executed as of the Effective Date (collectively, the “Superior Rights”); and (ii) Tenant’s right of first refusal shall not unconditionally exercise be exercisable by Tenant during the last two (2) years of the initial Expansion Space Term (and the First Refusal Period shall be shortened to be the day immediately preceding such 2-year period) unless either (A) as of the date Landlord delivers to Tenant the applicable First Refusal Notice or Alternative First Refusal Notice, as applicable (as defined below), Tenant has previously and properly exercised its first Extension Option for the first (1st) Option Term pursuant to Section 8 above, or (B) if at the time that Tenant exercises its right of first offer/refusal within pursuant to this Section 9, Tenant also exercises its Extension Option for the ten first (101st) business day period specified in Option Term pursuant to Section 32(b) 8 above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third in the case of clause (3rdB) party tenant for such spacehereinabove, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional both of Tenant’s right of first offer/refusal to lease and Extension Option for the First Offer Space on such terms that Landlord would so accept from a third first (3rd1st) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Option Term must be exercised (1) concurrently by Tenant and (2) on or before the date which that is eighteen nine (189) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable prior to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofExpansion Space Term.

Right of First Refusal. If Subject to any other existing and superior rights, Landlord shall grant under the terms of the Lease to the original Tenant does not unconditionally exercise and its right “Affiliates” (as defined in the Lease) a one-time Right of first offer/refusal First Refusal for contiguous space contained within the ten Building (10“First Refusal Space”), provided Tenant is not in material or economic default (following any applicable notice and cure periods). In such event, then (i) to the extent Landlord receives a “bona-fide third party offer” for such First Refusal Space pursuant to which Landlord would be willing to so lease such space, Tenant shall be given First Refusal Notice (“First Refusal Notice”) of such bona-fide third party offer and the terms and conditions set forth therein, within five (5) business days of such notice, elect to lease the applicable First Refusal Space on such terms and conditions Tenant’s failure to so elect within such five (5) business day period specified in Section 32(b(which failure shall be deemed to occur to the extent Tenant proposes alternative terms and conditions) aboveshall terminate its Right of First Refusal to such First Refusal Space as to that proposed opportunity, then and Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any the third party upon materially the same terms and conditions acceptable (3rd) party on terms which is no more favorable than ten percent (10%) more beneficial to the third (3rd) such party than those set forth in the Second Chance First Refusal Notice). If Landlord does lease such First Offer Space to not enter into a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) aboveLease with that proposed opportunity, Tenant shall no longer have no further right a Right of First Refusal for the subject Premises. If Tenant exercises its Right of First Refusal, it shall be subject to lease such First Offer Space until the expiration or earlier termination Landlord’s review and approval of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusalTenant’s then current audited financial statements or, if at allnot audited, with respect to all certified by an officer of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.Tenant. Exhibit C SIGNAGE CRITERIA SIGN CRITERIA

Right of First Refusal. If (1) Landlord hereby grants Tenant does not unconditionally exercise its a right of first offer/refusal within (“ROFRO”) on all Available Space (as defined in the First Amendment) on the 7th Floor of the Building, which right shall be superior to the rights granted to the City of Houston to renew its lease for space in the southern portion of the Building, but will be subordinate to any other rights in existence from the date of this Third Amendment (which rights are set forth on Exhibit “D” hereto). (2) If at anytime Landlord wishes to accept a bona fide offer from an unaffiliated third party for the lease of any of the Available Space on the 0xx Xxxxx xx xxx Xxxxxxxx, Xxxxxxxx shall deliver to Tenant a notice thereof indicating in such notice the space that is subject to lease, the identity of the Tenant, the base rent, term and all terms and conditions that have been agreed to with respect to the proposed lease (“Landlord’s Notice”). Tenant shall have a period of ten (10) business days from receipt of Landlord’s Notice to notify Landlord whether it will lease the space in question. Failure to notify Landlord within such ten day period specified that Tenant exercises its ROFRO shall be deemed an election by Tenant to not exercise such right, and Landlord may then enter into a new lease with the proposed tenant named in Section 32(b) aboveLandlord’s Notice and under the same terms, conditions and provisions therein set forth. If there is any change in the identity of the proposed tenant or any of such terms, conditions and provisions, then Landlord shall be free may not lease the space in question without again complying with the provisions of this section. Tenant’s rights under this section are in addition to its Right of First Offer set forth in the First Amendment. (3) If Tenant elects to lease the space described in the First Offer Landlord’s Notice pursuant to anyone to whom Landlord desires on any this Section, the terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider shall include the following: (i) the term for such space or when Landlord issues a proposal shall be coterminous with the existing Term of this Lease, and (ii) the rental rate shall be equal to a the Market Rental Rate, but shall be not less than the rate that space is being offered to the bona fide third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal named in Landlord’s Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Right of First Refusal. If Tenant does not unconditionally exercise its right of The first offer/refusal within time after Licensee has entered into the ten Lease or a New Lease that Licensor intends to accept a bona fide written proposal or deliver a counter proposal which Licensor would be willing to accept (10the “Pending Deal”) business day period specified in Section 32(b) above, then Landlord shall be free to lease the space described or license all or a portion of Suite 150 in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; providedBuilding, howevercontaining approximately 17,085 rentable square feet (the “Suite 150 Premises”), that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such spaceparty, Landlord Licensor shall first deliver to Licensee written notice (the “Pending Deal Notice”). The Suite 150 Premises shall be offered to Tenant Licensee to license in its “as-is” condition, and otherwise on the same terms and conditions as the license of the Licensed Premises as set forth in this Agreement, except that Licensor will not be obligated to provide any furniture, fixtures or equipment to the Suite 150 Premises. Within 5 days after Licensee’s receipt of the Pending Deal Notice, Licensee shall deliver to Licensor written notice (the “Second Chance Refusal Acceptance Notice”) providing Tenant with if Licensee elects to license the additional Suite 150 Premises. Licensee’s right to receive the Pending Deal Notice and election to license or not license the Suite 150 Premises pursuant to this Section 29(a) is hereinafter referred to as the “Right of first offer/refusal First Refusal.” If Licensee elects to lease license the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding Suite 150 Premises by delivering the foregoingAcceptance Notice within the required 5 day period, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord Licensee shall be deemed to constitute Tenant’s election not agree to lease such space, in which case Landlord shall be entitled expand the Premises to lease such space include the Suite 150 Premises and to any third (3rd) party license the Suite 150 Premises on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the same general terms and conditions as this Agreement except that the terms of this Section 32(c) aboveAgreement shall be modified to reflect the fact that Licensee will be licensing the Suite 150 Premises in its “as-is” condition and Licensor will not be obligated to provide any furniture, Tenant shall have no further right to lease such First Offer Space until the expiration fixtures or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything equipment to the contrary contained herein, Tenant must elect to exercise its right Suite 150 Premises. Licensee acknowledges that the term of first offer/ refusal, if at all, this Agreement with respect to all the Suite 150 Premises and the Term of this Agreement with respect to the space offered by Landlord Licensed Premises will be co-terminous. If Licensee fails to Tenant at any particular timedeliver an Acceptance Notice to Licensor within the required 5 day period, and Tenant may not elect Licensee shall be deemed to lease only a portion thereofhave forever waived its rights under this Section 29(a) to license the Suite 150 Premises.

Right of First Refusal. Lessor hereby grants to Lessee a right of first refusal to lease any suite or all of the suites at the project known as Jupiter Park Village as shown on Exhibit "A" attached hereto. If Tenant does not unconditionally Lessor desires to lease any portion of such space to a third party other than the existing occupants (tenants) or their assignees and/or related partners at Jupiter Park Village, Lessor shall first notify Lessee in writing of its intention to offer such space for lease. Lessee shall have five (5) days from receipt of such notice to notify Lessor in writing of Lessee's intent to exercise its right of first offer/refusal within the ten (10) business day period specified in Section 32(b) aboverefusal. If Lessee does not exercise its right of first refusal, then Landlord shall be free the right of first refusal as to lease the space described in the First Offer Notice notice from Lessor to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord Lessee shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to terminate and Lessor may lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Noticeparty. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect Lessee elects to exercise its right of first offer/ refusalrefusal to lease such described space, if at allthe term for such space shall expire simultaneously with the term of this Lease, and the rent for such described space shall be based on the then prevailing rental rates for properties of equivalent quality, size, utility and location, with respect the length of the Lease term and credit standing of Lessee to be taken into account, but in no event shall the rent be less than the base monthly rent set forth in Section 1.04 of this Lease, otherwise subject to all of the space offered by Landlord to Tenant at any particular timesame terms, covenants, and Tenant conditions of this Lease. Within fourteen (14) days from the date of Lessee's election to exercise its right of first refusal, Lessee shall execute plans and specifications, change orders showing construction costs to be paid by Lessee, if any, and a modification and ratification of this Lease to include the additional space; otherwise Lessee's right of first refusal shall terminate as to the space described in the notice from Lessor to Lessee and Lessor may not elect lease such space to lease only a portion thereofany third party.

Right of First Refusal. If Landlord hereby grants to Tenant does not unconditionally exercise its an on-going right of first offer/refusal (the "Right of First Refusal") to lease any other space in the Building which becomes available for lease (the "Refusal Space") during the term of this Lease. If Landlord receives a bona fide offer to lease all or any part of the Refusal Space which Landlord intends to accept or if Landlord makes a bona fide offer to lease all or any part of the Refusal Space which the prospective tenant intends to accept, then Landlord shall deliver written notice of such offer to Tenant (the "Refusal Notice") and Tenant shall have the right to exercise the Right of First Refusal upon the terms and conditions set forth in such Refusal Notice, within the ten (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease days after receipt of the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing . If Tenant with the additional right fails to timely exercise its Right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoingRefusal, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not have rejected the Refusal Space designated in the Refusal Notice and Landlord shall have the right to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable the Refusal Space to the third (3rd) party than those upon terms and conditions set forth in the Second Chance Refusal Notice. In the event Tenant accepts Landlord's offer, Tenant shall execute a new lease for the Refusal Space under the terms and conditions set forth in the Refusal Notice. If Landlord Tenant fails to or elects not to exercise the Right of First Refusal and the third party prospective tenant does not lease the Refusal Space, the Refusal Space shall again become subject to the Right of First Refusal herein contained as to any subsequent third party offer submitted to Landlord. In the event Tenant fails to or elects not to exercise the Right of First Refusal and the third party prospective tenant does lease such First Offer the Refusal Space, if the Refusal Space to a third (3rd) party tenant pursuant again becomes available for lease, then the Refusal Space shall again become subject to the terms and conditions Right of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofRefusal.

Right of First Refusal. If If, Landlord shall receive an offer which Landlord is willing to accept (the “Offer”) to lease all or any portion of (i) the space within the area outlined on Exhibit “A-1” attached hereto (the “Phase I Refusal Space”) or (ii) the Phase II building of The Arbors at Brookhollow (if and when built by Landlord or any affiliate of Landlord) (the “Phase II Refusal Space”) (the Phase I Refusal Space and Phase II Refusal Space being hereinafter referred to collectively as the “Refusal Space”) and provided that the Lease is in full force and effect and there is no uncured Event of Default under the Lease, Tenant does not unconditionally exercise its shall have a one-time right of first offer/refusal within the ten (10“Right of First Refusal”) business day period specified in Section 32(b) above, then Landlord shall be free to lease all (but not part) of the space described that is the subject of the Offer (the “Subject Space”) upon the same terms and conditions contained in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresOffer; provided, however, that when Landlord receives a request the lease term for proposal that Landlord would seriously consider for such space the Subject Space shall be the same as the remaining Lease Term of the Lease, and if the remaining Lease Term is shorter than the lease term stated in the Offer, all allowances, concessions or when Landlord issues a proposal other costs to a third (3rd) party tenant for such space, be paid by Landlord shall first deliver be proportionately reduced. If, within five (5) days after Tenant receives written notice to of the Offer (including a statement of the material terms and conditions thereof). Tenant (“Second Chance Refusal Notice”) providing does not notify Landlord in writing that Tenant with the additional right of first offer/refusal elects to lease the First Subject Space, then Landlord may enter into a lease with the prospective tenant who made the Offer Space on such substantially the same terms that Landlord would so accept from a third (3rd) partyand conditions contained therein. Notwithstanding the foregoing, howeverIn addition, if the Second Chance Subject Space is less than all of the Refusal Notice Space, and the remainder of the Refusal Space is delivered adjacent to the Premises, Tenant’s failure to exercise the Right of First Refusal with respect to the Subject Space shall not prejudice its Right of First Refusal with respect to the remainder of the Refusal Space. Except as provided in the preceding two sentences, the failure of Tenant to exercise the Right of First Refusal within the time period set forth herein shall constitute a waiver and termination of the Right of First Refusal. If Tenant timely notifies Landlord of its intention to lease the Subject Space, Landlord and Tenant shall promptly enter into an amendment to this Lease adding the Subject Space to the Premises and otherwise incorporating the terms and conditions of the Offer. This Right of First Refusal is personal to Tenant and is not assignable to any third parties, including, but not limited to, any assignee or sublessee of Tenant. Notwithstanding anything to the contrary set forth herein, the Right of First Refusal with respect to the Phase I Refusal Space shall terminate on or before the date which is eighteen (18) months after from the Commencement Date, date of this Lease. Any capitalized terms not defined in this Exhibit E shall have the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those meaning set forth in the Second Chance Refusal NoticeLease to which this Exhibit E is attached. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant EXHIBIT F BUILDING RULES AND REGULATIONS The following rules and regulations shall apply to the terms and conditions of this Section 32(c) abovePremises, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to Project, the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular timeparking areas associated therewith, and Tenant may not elect to lease only a portion thereof.the appurtenances thereto:

Right of First Refusal. If During the initial and option term herein, Tenant does not unconditionally exercise its shall have a right of first offer/refusal within the ten (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease any available space on the space described in second floor of the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant Building which becomes vacant and available (“Second Chance Refusal NoticeROFR Space”) providing Tenant with the additional ). This right of first offer/refusal to lease shall be exercised in the First Offer Space on such terms that following manner: Upon recapture by landlord, Landlord would so accept from a third (3rd) partymay market the vacant and available space. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute notify Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant writing and pursuant to the provisions herein, of all material terms and conditions of this Section 32(cbona fide offers received during the marketing period (“Marketing Period”). In the event Landlord is ready to accept a bona fide proposed offer (“ROFR Offer”) aboveto lease space all or a portion of the ROFR Space, landlord shall present Tenant with the terms of the ROFR Offer (“ROFR Notice”). The terms of the ROFR Notice if applicable, the lease term in the ROFR Notice shall be revised so that it is coterminous with Tenant’s remaining Lease Term, and all tenant improvements, abated rent, and or other lease concessions shall be prorated accordingly to reflect the term. Tenant shall have no further right to lease such First Offer Space until fifteen days from receipt of the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect ROFR Notice to exercise its right of first offer/ refusal, if at alland must do so in writing pursuant to Paragraph 31 of this Lease. Any exercise thereof shall become binding, with respect and the newly demised space shall be let pursuant to all terms and conditions of this Lease, provided that the term of the space offered by Landlord to Tenant at tenancy shall be coterminous with any particular timeterm hereunder, and, Additional Rent, and other obligations of Tenant under this Lease shall be adjusted to include the newly demised space. The Basic Rent for the newly acquired space shall be in accordance with the Basic Rent schedule set forth in Paragraph 3(b) above. This right of first refusal may not elect to lease only a portion thereofbe exercised multiple times as second floor space becomes vacant and available.

Right of First Refusal. If Tenant does not unconditionally exercise its shall have a one time right of first offer/refusal within the ten (10"RIGHT OF FIRST REFUSAL") business day period specified in Section 32(b) above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms space adjacent to the Leased Premises ("ADDITIONAL SPACE"). Prior to Landlord desires; provided, however, that when Landlord receives leasing any Additional Space to third parties (other than (i) the tenant then in possession of the Additional Space or (ii) any tenant current holding a request for proposal that Landlord would seriously consider for such space right to expand into or when Landlord issues a proposal to a third (3rd) party tenant for such spaceright of first refusal on Additional Space), Landlord shall first deliver written notice offer to lease to Tenant the Additional Space. Such offer (“Second Chance Refusal Notice”the "OFFER NOTICE") providing shall be in writing and specify the lease terms for the Additional Space, including the rent to be paid for the Additional Space and the date on which the Additional Space shall be included in the Leased Premises. Tenant with the additional right of first offer/refusal shall notify Landlord in writing whether Tenant elects to lease the First Offer Additional Space on such the terms set forth on the Offer Notice within five (5) days after Landlord delivers the Offer Notice. If Tenant timely elects to lease the Additional Space, then Landlord and Tenant shall executive an amendment to the Lease which sets forth the terms and provisions contained in the Offer Notice and provides that the term of the lease for the Additional Space shall expire upon the expiration of the Lease Term, as same may be extended pursuant to the terms hereto. Except as otherwise expressly set forth in the Offer Notice, Tenant shall accept the Additional Space in an "AS-IS, WHERE-IS" condition and Landlord would so accept from a third (3rd) partyshall not provide to Tenant any allowance or other tenant inducements. Notwithstanding the foregoing, howeverif prior to Landlord's delivery of the Offer Notice, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect Landlord has received an offer to lease all of part of the First Offer Additional Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third party (3rd) party tenant pursuant to "THIRD PARTY OFFER"), and such Third Party Offer includes space in excess of the terms and conditions of this Section 32(c) aboveAdditional Space, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, then Tenant must elect to exercise its right of first offer/ refusal, rights hereunder if at all, with respect as to all of the space offered by Landlord Property contained in the Third Party Offer. If Tenant fails or is unable to Tenant at any particular timetimely exercise its rights hereunder then the Right of First Refusal shall lapse, time being of the essence with respect to the exercise thereof, and Landlord may lease all of any portion of the Additional Space to third parties on such terms as Landlord may elect in its sole discretion. Tenant may not elect to lease only a exercise this rights under this provision if Tenant is in default of its obligations under this Lease or has assigned its interest in the Lease or sublet any portion thereofof the Leased Premises.

Right of First Refusal. If Provided that at the time of exercise Tenant does is not unconditionally exercise its and had not been in default under any term or provision of this Lease, then, during the original term of this Lease, Tenant shall have the right of first offer/refusal within to lease that certain additional space as soon as it is vacated by AT&T in the ten Project consisting of approximately 8,860 square feet and described as Suite B102, as outlined on the floor plan attached hereto as "Exhibit I" (10) business day period specified in Section 32(b) above, then "the Additional Space"). In the event that Landlord shall be free receive a bona fide offer, as hereinafter defined, from a third party or entity to lease all or a portion of the Additional Space at any time during the original term of the Lease, which offer Landlord desires to accept, Landlord shall promptly give Tenant written notice of such offer, which notice shall describe all of the provisions thereof. Within (5) five business days of the date of mailing of that notice, Tenant shall give Landlord written notice of its election to lease that portion of the Additional Space referred to in the offer, at the rental rate and upon all other terms and conditions described in the offer, and subject to all other terms and conditions of this Lease, as applicable. If the offer is for space in the Project greater than the Additional Space, but encompassing the Additional Space, then, in exercising this right, Tenant must lease the entire space subject, to the offer, not only the Additional Space. If Landlord fails to receive written notice of Tenant's election to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those as set forth in the Second Chance Refusal Noticeoffer within such 5-business day period, then Landlord may proceed to lease to the third party the Additional Space as set forth in the offer, and Tenant's rights as set forth in this Section shall expire and be of no force and effect through the Lease term. If Landlord does receives written notice of Tenant's agreement to lease such First Offer Space the space referred to in the offer within that period, then Landlord and Tenant shall enter into a third (3rd) party tenant pursuant Lease Amendment evidencing the lease of that space to Tenant upon the terms and conditions of this Section 32(c) abovethe offer, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect and subject to all of the space offered by Landlord to Tenant at any particular timeother provisions [ILLEGIBLE] applicable, and Tenant may not elect to that [ILLEGIBLE] Exhibit "J" Right of First Refusal The premises is are located at 11220 X. 00xx Xxxxxx, Xxxxx X-000, Xxxxxxx, Xxxxxxx 00000. [FLOOR PLAN] Please Initial: /s/ [ILLEGIBLE] /s/ [ILLEGIBLE] SECOND AMENDMENT TO LEASE That certain lease only a portion thereofdated January 31, 1997 by and between EastGroup Properties, Landlord, and Anasazi, Inc., Tenant, for the premises located at 11048 & 11220 X. 00xx Xxxxxx Xxxlding A & B, Suite A104, A103, A102, B101, is amended this 1st day of November, 1997 solely as hereinafter described. Effective the 1st day of November, 1997, the clauses below are substituted for like numbered clauses in the Lease agreement. 1(h) Term: A104 02/15/97 - 03/31/00 A102 04/01/97 - 03/31/00 A103 04/01/97 - 11/30/01 B101 11/10/97 - 12/31/02 1(i) Scheduled Commencement Date: A104 02/15/97 A102 04/01/97 A103 04/01/97 B101 11/10/97 1(j) Fixed Rent 02/15/97 - 03/31/97 @ $10,031.98/NNN/Month* (A104) 04/01/97 - 03/31/00 @ $18,000.00/NNN/Month* (A104, A103, A102) 11/10/97 - 03/31/00 @ $12,390.67/NNN/Month* (B101) 04/01/00 - 04/30/00 @ $ 3,234.55/NNN/Month* (A103) 04/01/00 - 04/30/00 @ $12,390.67/NNN/Month (B101) 05/01/00 - 11/30/01 @ $ 3,234.55/NNN/Month* (A103) 05/01/00 - 11/30/01 @ $14,219.49/NNN/Month* (B101) 12/01/01 - 12/31/02 @ $14,219.49/NNN/Month* (B101) *Plus applicable rental taxes. All other terms and conditions of said Lease shall remain in full force and effect.

Right of First Refusal. If Tenant does not unconditionally exercise its right of first offer/refusal within the ten (10) business day period specified in Section 32(b) above, then 42.1 Landlord shall be free have the right, at any time during the Term of this Lease except during the 3-Year RFR Term (defined below), to construct a separate building at the Expansion Parcel (the “Expansion Building”) or to sell or lease the space described in Expansion Parcel or the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal Expansion Building to a third (3rd) party tenant for such space, party. Such construction and operation of the Expansion Building by Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from or a third (3rd) partyparty shall not interfere with Tenant’s access or use of the Premises as contemplated hereunder, or otherwise adversely affect Tenant’s rights hereunder. Notwithstanding the foregoing, howeverTenant shall have the ongoing right of first refusal (the “Right of First Refusal”) during the third, if fourth and fifth Lease Years (“3-Year RFR Term”) to lease the Second Chance Refusal Notice is delivered to Tenant on Expansion Building or before the date which is eighteen Expansion Parcel, or any portions thereof (18) months after the Commencement Dateeach such space, the Agreed Terms reflected in Section 32(a) above shall applya “Potential Offering Space”). Tenant’s failure to elect to lease the Right of First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed exercised as follows: if at any time during the 3-Year RFR Term Landlord enters into a letter of intent (or otherwise reaches agreement on material transaction terms) to constitute Tenant’s election not to sell or lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer a Potential Offering Space to a third party, then prior to selling or leasing such Potential Offering Space to a party other than Tenant, Landlord shall provide notice to Tenant in writing and offer to lease the Potential Offering Space to Tenant at the Fair Market Rent as determined in accordance with Section 41.2 above (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, “Lease Offer”). Tenant shall have no further forty-five (45) days following delivery of the Lease Offer in which to notify Landlord of its desire to exercise its option to lease the Potential Offering Space (“Lease Offer Exercise Notice”). In the event that Tenant rejects the Lease Offer or fails to notify Landlord of its desire to lease the Potential Offering Space within said forty-five (45) day period, Tenant will be deemed to have irrevocably waived and relinquished its right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofPotential Offering Space.

Right of First Refusal. If (a) Provided that (i) no default has occurred and is then continuing, and (ii) Tenant does not unconditionally exercise its originally named herein or a Permitted Transferee remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Terms for the Original Premises and the Additional Space, and subject to any rights of other tenants to the Refusal Space (as defined herein) and Landlord’s right to renew or extend the lease term of any other tenant with respect to the portion of the Refusal Space now or hereafter leased by such other tenant, Tenant shall have an ongoing right of first offer/refusal within (“Refusal Option”) to lease additional space in the Building located on the second (2nd) and eighth (8th) floors as shown crosshatched on the attached Exhibit H (“Refusal Space”). Prior to entering into any lease that includes all or any portion of the Refusal Space, Landlord shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s receipt of an arms-length offer to lease such space that Landlord is willing to accept from a bona fide third party offeror (“Bona Fide Offer”) and setting forth the material terms of the Bona Fide Offer and such other terms as are herein provided. If the Bona Fide Offer includes space in the Building in addition to the Refusal Space, then the Refusal Space shall be deemed to include, and this Refusal Option shall be deemed to apply to, all of the space included in the Bona Fide Offer. Tenant shall have ten (10) business day days after Tenant receives Landlord’s Notice in which to notify Landlord in writing of its election to lease the Refusal Space upon the terms set forth in Landlord’s Notice. If Tenant declines to exercise this Refusal Option or fails to give such written notice within the time period specified required, Tenant shall be deemed to have waived this Refusal Option, and thereafter, except as provided in Section 32(b(c) abovebelow, then this Refusal Option shall be void and of no further force or effect, and Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the bona fide offeror or any other third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofparty.

Right of First Refusal. So long as the Tenant and occupant of the Leased Premises is GEAC CANADA LIMITED and is not in default under the terms of this Lease, then during the initial Term of this Lease (excluding any renewal), if the Landlord shall receive an offer to lease (the "Offer") from a bona fide party dealing at arm's length with the Landlord and which Offer the Landlord is prepared to accept, for that portion of rentable premises presently vacant on the ground floor of the Building containing approximately three thousand (3,000) square feet and outlined in yellow on Schedule "B" attached hereto (the "Additional Premises"), then, the Landlord shall first give to the Tenant notice (the "Notice") in writing of its intention to lease the Additional premises together with a copy of the Offer and including the terms and conditions on which it is prepared to grant a lease to the Tenant for the Additional Premises. The Tenant shall have ten (10) business days from the date of receipt of the Notice within which to notify the Landlord of its election to lease the Additional Premises in accordance with the terms and conditions of the Notice and the Offer. If the Tenant does not unconditionally exercise its right of first offer/refusal elects to lease the Additional Premises within the ten (10) business day period specified in Section 32(b) aboveand so notifies the Landlord, then Landlord the parties shall thereafter execute a lease for the Additional Premises which shall be free to lease on the space described same terms and conditions as are contained in the First Offer Notice and the Offer. If the Tenant fails to anyone to whom advise the Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for of its election within such space ten (10) day period or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before advises the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s its election not to lease such spacethe Additional. Premises, then, the first right of refusal contained in which case this section 14.16 shall be null and void and of no further force or effect and the Landlord shall be entitled to lease such space the Additional Premises to any the bona fide third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions contained in the Notice and the Offer. Provided, however, if the Tenant elects not to lease the Additional Premises, the Landlord shall not thereafter lease the Additional Premises or any part thereof to any other person, firm or corporation on any better terms and conditions than are contained in the Notice first received by the Tenant without giving the Tenant a new notice containing such better terms and conditions and granting to the Tenant for period of this Section 32(cten (10) above, Tenant shall have no further business days the right to lease the Additional Premises on such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, better terms and Tenant may not elect to lease only a portion thereofconditions.

Right of First Refusal. Provided this Lease is in full force and effect without default by Tenant, Landlord agrees that prior to renting the suite currently let to Cytec Industries Inc., more particularly described on attached Exhibit "F", Landlord will submit to Tenant a copy of the terms of the proposed lease which Landlord is willing to accept from the third party (the "Offered Terms Sheet"). On or before the fifth business day after the date of such submission, Tenant will have the right (the "First Refusal Right") to send Landlord notice stating that Tenant elects to rent the First Refusal Space upon the identical terms and conditions set forth in the Offered Terms Sheet. Such notice shall be postmarked within the five day period and sent in accordance with the provisions of this Lease. If Tenant duly and timely exercises the First Refusal Right Landlord and Tenant will promptly enter into a lease for the First Refusal Space (the "New Lease") based upon the Terms of the Offered Term Sheet, and where applicable and not in conflict with the Offered Term Sheet, the terms of this Lease. If for any reason, Tenant fails to duly and timely exercise the First Refusal Right, or if Tenant properly exercises it but thereafter, for any reason, other than Landlord's fault, does not unconditionally exercise its right of first offer/refusal within timely enter into the ten (10) business day period specified in Section 32(b) aboveNew Lease, then Landlord shall be free to lease the space described in rent the First Offer Notice Refusal Space to anyone to whom Landlord desires another tenant on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease basis set forth on the Offered Term Sheet and the First Offer Space on such terms Refusal Right and the Landlord's obligation under this section shall be null and void and without further force and effect throughout the remainder of the term of this Lease and any extensions thereof. Tenant agrees that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord any default under this Lease shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to a default under the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofNew Lease.

Right of First Refusal. In the event that at any time during the first two (2) years of the Term, Landlord receives a bona fide offer to lease any space on the second (2nd) floor of the Building (“First Refusal Space”) that Landlord desires to accept, Landlord shall give Tenant written notice (“First Refusal Notice”) of such offer. The First Refusal Notice shall set forth the offer and the terms thereof. On or before the date which is five (5) days after Tenant’s receipt of the First Refusal Notice (the “Election Data”), Tenant shall deliver written notice to Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) lease the entire First Refusal Space described in the First Refusal Notice upon the terms set forth in the First Refusal Notice; (ii) decline to lease such First Refusal Space Identified in the First Refusal Notice, specifying that such decline is not based upon the terms set forth in the First Refusal Notice, but upon Tenant’s lack of need for such First Refusal Space, in which event Landlord may lease such First Refusal space to any entity on any terms Landlord desires and Tenant’s right of first refusal with respect to the First Refusal Space specified in the First Refusal Notice shall thereupon terminate and be of no further force or effect; or (iii) decline to lease the First Refusal Space, specifying that such decline is based upon the terms set forth in the First Refusal Notice, in which event Tenant shall also specify in Tenant’s Election Notice revised terms upon which Tenant would be willing to lease such First Refusal Space. If Tenant does not unconditionally exercise its right of first offer/refusal within so respond in writing to the ten First Refusal Notice by the Election Date. Tenant shall be deemed to have elected the option described in clause (10ii) business day period specified in Section 32(babove. If Tenant timely delivers to Landlord Tenant’s Election Notice pursuant to clause (III) above, then Landlord shall be free may elect either to: (a) lease such First Refusal Space to Tenant upon the revised terms specified by Tenant in Tenant’s Election Notice; or (b) lease the space described in the First Offer Notice Refusal Space to anyone to whom Landlord desires on any person or entity upon any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for If (1) the terms of Landlord’s proposed lease to said third party are more favorable in any material way to the third party than those terms proposed by Tenant in Tenant’s Election Notice, or (2) the size of the First Refusal Space to be leased to such space or when Landlord issues a proposal third party is less than the size of the First Refusal Space offered to a Tenant, before entering into such third (3rd) party tenant for such spacelease, Landlord shall first deliver written notice to notify Tenant of such move favorable terms (“Second Chance Refusal Notice”or such reduced size) providing and Tenant with shall have the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such more favorable terms (or as to such reduced size) by delivering written notice thereof to Landlord within seven five (76) business days after Tenant’s receipt of Landlord’s notice. If Tenant does not elect to lease such Second Chance Refusal Notice space from Landlord within said five (5) day period, Tenant shall be deemed to constitute Tenant’s election not have elected the option described in clause (ii) above. In determining whether the terms of Landlords proposed lease to lease such space, in which case Landlord shall be entitled to lease such space to any a third (3rd) party on terms no are more favorable to the third (3rd) party than those terms proposed by Tenant in Tenant’s Election Notice, all concessions shall be blended into an effective rental rate over the term of the proposed lease to said third party and such effective rental rate shall be compared with the effective rental rate of the terms proposed by Tenant in Tenants Election Notice. If Tenant leases any First Refusal Space pursuant to this Section 1.4, as soon as reasonably possible after the Election Date, Landlord and Tenant shall enter into a lease Incorporating the terms of Tenant’s lease of the First Refusal space. The right of first refusal set forth in this Section 1.4 shall be exercisable by the Second Chance Refusal Notice. original Tenant and a Permitted Transferee only If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the original Tenant or Permitted Transferee, as applicable, occupies the entire Premises as of the data it exercises its right in accordance with the terms and conditions of this Section 32(c) above, 1.4. Tenant shall not have no further the right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusalrefusal if, if at all, with respect to all as of the space offered date of the attempted exercise of such right by Landlord to Tenant, Tenant at any particular time, and Tenant may not elect to lease only a portion thereofis in default under this Lease after the expiration of all applicable cure periods.

Right of First Refusal. If (a) In addition to the expansion option, the Tenant shall have an ongoing right of first refusal to lease any space on the first and second floors of the Building ("First Refusal Space") in accordance with the provisions of this Paragraph 60 during the term of this Lease, as may be extended or renewed. In the event Landlord receives an offer to lease all or any portion of the First Refusal Space which Landlord is prepared to accept, Landlord shall give Tenant notice of such offer, along with all of the pertinent terms of such offer. Tenant may elect to Lease the portion of the First Refusal Space which is the subject of such offer under the same terms and conditions contained in such offer, (except that the term with respect to such space shall be coterminous with this Lease, including any renewals and extensions thereof and the Minimum Rent shall be adjusted to reflect the portion of the rental rate contained in the offer which is attributable to the amortization of any tenant finish allowance contained in the offer so that the tenant finish is amortized over the remaining term of this Lease rather than the term set forth in the offer). The Tenant shall have six (6) business days to respond to any such offer. In the event the Tenant does not unconditionally exercise its right of first offer/refusal within the ten (10) business day period specified in Section 32(b) above, then Landlord shall be free elect to lease the such space, Tenant's rights under this Paragraph 60 with respect to such space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresterminates; (provided, however, that when Landlord receives Tenant shall continue to have a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that space if (1) the prospective tenant does not sign a lease with Landlord would so accept from a third or (3rd2) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt term of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to prospective lease such spaceis less than the remaining term on this Lease (as renewed and extended), in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall again have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its a right of first offer/ refusalrefusal on such space when the term on such lease expires); otherwise, if at all, Tenant's rights under this Paragraph 60 shall be unaffected and the Tenant shall continue to have a right of first refusal with respect to all the balance of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofFirst Refusal Space.

Right of First Refusal. If Provided that (i) Tenant does is not unconditionally exercise its then in default hereunder beyond any applicable cure periods, (ii) the creditworthiness of Tenant is then acceptable to Landlord, (iii) Tenant originally named herein remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, and (iv) the current use of the Leased Premises is acceptable to Landlord, and subject to any rights of other tenants to the Refusal Space (including the prior right of first offer/refusal within rights of Fisery Solutions, Inc.), Tenant shall have the ten right of first refusal (10"Refusal Option") business day period specified in Section 32(b) above, then Landlord shall be free to lease the space described in adjacent to the First Offer Notice to anyone to whom Landlord desires Leased Premises crosshatched on any terms Landlord desires; the attached Exhibit C ("Refusal Space"), as such space becomes available for leasing during the Lease Term. The term for the Refusal Space shall be coterminous with the Lease Term, provided, however, that when the minimum term for the Refusal Space shall be three (3) years and the Lease Term shall be extended, if necessary, to be coterminous with the term for the Refusal Space. The Refusal Space shall be offered to Tenant at the rental rate and upon such other terms and conditions, excluding free rent and other concessions, as are then being offered by Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a specific third (3rd) party prospective tenant for such space, Landlord but in no event shall first deliver written notice such rental rate be less than the then current rental rate under this Lease. In the event that the Refusal Space is not leased to the initial third party prospective tenant, then this Refusal Option shall remain in effect in the event of an offer to any other specific third party prospective tenant and the Refusal Space shall again be offered to Tenant in accordance herewith. Upon notification in writing by Landlord that the Refusal Space is available, Tenant shall have five (“Second Chance Refusal Notice”5) providing Tenant with the additional right business days in which to notify Landlord in writing of first offer/refusal its election to lease the First Offer Refusal Space on at such terms that Landlord would so accept from a third (3rd) partyrental rates described above, in which event this Lease shall be amended to incorporate such Refusal Space. Notwithstanding In the foregoing, however, if the Second Chance Refusal Notice is delivered to event Tenant on declines or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure fails to elect to lease the First Offer Space upon such terms by written notice Refusal Space, then this Refusal Option shall automatically terminate and shall thereafter be null and void as to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord . It is understood and agreed that this Refusal Option shall not be entitled construed to lease such space to prevent any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth tenant in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration Building from extending or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise renewing its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofLease.

Right of First Refusal. If (a) Provided that (i) no default has occurred and is then continuing, (ii) the creditworthiness of Tenant does not unconditionally exercise its is then reasonably acceptable to Landlord, and (iii) Tenant originally named herein or a Permitted Transferee remains in possession of and has been continuously operating in the entire Leased Premises throughout the Lease Term, and subject to any rights of other tenants to the Refusal Space (as defined herein) and Landlord’s right to renew or extend the lease term of any other tenant with respect to the portion of the Refusal Space now or hereafter leased by such other tenant, Tenant shall have a one-time right of first offer/refusal (“Refusal Option”) to lease additional space in on the fourth (4th) floor of the Building located contiguous to the Leased Premises (“Refusal Space”). Prior to entering into any lease that includes all or any portion of the Refusal Space, Landlord shall notify Tenant in writing (“Landlord’s Notice”) of Landlord’s receipt of an arms-length offer to lease such space that Landlord is willing to accept from a bona fide third party offeror (“Bona Fide Offer”) and setting forth the material terms of the Bona Fide Offer and such other terms as are herein provided. If the Bona Fide Offer includes space in the Building in addition to the Refusal Space, then the Refusal Space shall be deemed to include, and this Refusal Option shall be deemed to apply to, all of the space included in the Bona Fide Offer. Tenant shall have five (5) business days after Tenant receives Landlord’s Notice in which to notify Landlord in writing of its election to lease the Refusal Space upon the terms set forth in Landlord’s Notice. If Tenant declines to exercise this Refusal Option or fails to give such written notice within the ten (10) business day time period specified in Section 32(b) aboverequired, then Tenant shall be deemed to have waived this Refusal Option, and thereafter this Refusal Option shall be void and of no further force or effect, and Landlord shall be free to lease the space described in Refusal Space to the First Offer Notice to anyone to whom Landlord desires on bona fide offeror or any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a other third (3rd) party tenant for such space, Landlord party. The Refusal Space shall first deliver written notice be offered to Tenant (“Second Chance Refusal Notice”) providing Tenant with at the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space rental rate and upon such other terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those and conditions as are set forth in the Second Chance Refusal Notice. If Landlord does lease such First Bona Fide Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.

Right of First Refusal. If Provided no Tenant does not unconditionally exercise Default under this Lease has occurred, or is continuing, at the time Tenant exercises its right First Refusal Right (as defined herein) or upon the commencement of first offer/refusal within the ten term for the ROFR Space (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, howeveras defined herein), if during the Second Chance Refusal Notice is delivered to Tenant on or before the date which is first eighteen (18) months after of the Commencement Dateinitial Term of this Lease, space on the Agreed Terms reflected in Section 32(asixth floor of the Building contiguous to the Premises and labeled as the ROFR Space on Exhibit A attached hereto consisting of 3,270 rentable square feet is available to lease (hereinafter the “ROFR Space”) above shall apply. Tenant’s failure prior to elect Landlord agreeing to lease the same space to any third party pursuant to a bona fide letter of intent acceptable to Landlord, Landlord shall offer to lease all and not a portion of such space to Tenant upon the same terms and conditions as proposed by such third party (the “First Offer Refusal Right”). The rental rate for the ROFR Space upon shall be the same as that proposed by such terms by written notice to Landlord within seven third party. Tenant shall have a period of five (75) business days after receipt of Landlord’s notice in which to accept the Landlord’s offer. If Tenant does not exercise its rights with respect to the ROFR Space by accepting the terms in Landlord’s notice prior to the expiration of the foregoing time period, then Tenant’s receipt of such Second Chance First Refusal Notice from Landlord Right and Landlord’s obligations hereunder shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms automatically terminate and conditions of this Section 32(c) above, Tenant shall have no further right First Refusal Right hereunder, and Landlord may thereafter lease the ROFR Space to lease such First Offer Space until the expiration or earlier termination of such any third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party leaseparty. Notwithstanding anything to the contrary contained herein, If Tenant must elect elects to exercise its right rights hereunder by timely accepting the terms in Landlord’s notice, Landlord and Tenant shall, within fifteen (15) calendar days after such election, execute and deliver an amendment to this Lease in a form mutually agreeable to the parties which shall specifically include comparable furniture at Landlord’s expense as is to be provided under the terms of first offer/ refusalthis Lease, if at all, with respect to and as more fully described in the attached Exhibit H. Tenant when exercising its First Refusal Right hereunder must accept all of the space ROFR Space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion part thereof. It is expressly acknowledged and agreed to by the parties hereto that Tenant’s First Refusal Right hereunder shall automatically expire upon the expiration of the eighteenth (18th) month of the initial Lease Term, unless otherwise terminated in accordance with the terms of this Paragraph 49. The rights granted to Tenant hereunder are personal to Tenant and shall not be assignable without Landlord’s prior written consent, which Landlord may hold in its sole and absolute discretion.

Right of First Refusal. If Provided that no default beyond any applicable notice and cure periods shall have occurred under this Lease, the Landlord grants to the Tenant does not unconditionally exercise its a right of first offer/refusal refusal, exercisable from the date hereof and continuing through one (1) year prior to the expiration of the term of this Lease, unless Tenant, prior to such one (1) year, elects to renew the term hereof as provided in Paragraph 2B hereof, inclusive, to lease the Expansion Premises as described on Exhibit "A-1" attached hereto and made a part hereof upon the terms herein provided (the "Right of First Refusal Term"). If during the Right of First Refusal Term the Landlord shall receive a BONA-FIDE third-party offer to lease all or a portion of the Expansion Premises ("Third Party Offer"), then Landlord shall advise Tenant, in writing, of Landlord's intention to accept such Third Party Offer and shall furnish to Tenant all of the basic terms and conditions of such Third Party Offer (the "Landlord's Notice"). Tenant shall thereafter have the option, within the ten (10) business day period specified in Section 32(b) abovedays following Tenant's receipt of Landlord's Notice, then Landlord shall be free to exercise its Right of First Refusal to lease not less than all of the space described entire Expansion Premises (notwithstanding a Third Party Offer for the lease of less than all of the Expansion Premises) by giving notice of its election to exercise its Right of First Refusal in writing to Landlord (the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to "Tenant's Acceptance"). If Tenant (“Second Chance Refusal Notice”) providing Tenant with timely exercises the additional right of first offer/refusal to lease the First Offer Space on such terms that refusal, Landlord would so accept from a third and Tenant shall, within five (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (75) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed thereafter, enter into an amendment to constitute Tenant’s election not to lease such spacethis Lease affirming the covenants and conditions contained in this Lease, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable except that the amendment, with respect to the third (3rd) party than those set forth in Expansion Premises shall contain the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the applicable business terms and conditions of this Section 32(c) above, as contained in the Third Party Offer. If Tenant shall have no further right to lease such First Offer Space until the expiration waives or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect fails to exercise its right of first offer/ refusal, if at all, with respect to the Landlord may then lease all or such portion of the space offered by Expansion Premises to any other party, including the third party offerer on the same terms and conditions set forth in the Landlord's notice and the Right of First Refusal shall thereafter be terminated on a self-effectuating basis and be of no further force or effect until the third party lease expires (after all elected renewal terms thereof) Notwithstanding the immediately preceding sentence, Landlord may, additionally, request the Tenant to Tenant at any particular time, execute a written certification of the lapse and Tenant may not elect to lease only a portion thereoftermination of the Right of First Refusal as herein contained.

Right of First Refusal. If Provided that no Event of Default without cure by Tenant has occurred and is continuing, either at the time of Tenant’s election of its rights granted herein or the time of the commencement of Tenant’s lease of the Expansion Space, and provided that Tenant shall not have exercised its Expansion Right under Section 2.4 above, Landlord hereby grants Tenant a continuing right of first refusal (the “First Refusal Right”) to lease the Expansion Space, all in accordance with and subject to the provisions of this Section 2.5. Following receipt by Landlord of a bona fide letter of intent, request for proposal or other written expression of interest to lease all or a portion of the Expansion Space to a third party, Landlord shall give Tenant written notice, at any time from and after January 1, 2008, of the basic economic terms including the designated space, Basic Rent, term, operating expenses, security deposit and tenant improvement allowance, if any (collectively, the “Economic Terms”) upon which Landlord is willing to lease such particular Expansion Space to a third party. It is understood that should Landlord intend, as part of a single transaction, to lease other space in portions of the Project outside the Building in addition to the Expansion Space, then Landlord’s notice shall so provide and all such space shall constitute the Expansion Space and shall collectively be subject to the following provisions. Within five (5) business days after receipt of Landlord’s notice, Tenant must give Landlord written notice (“Tenant’s First Refusal Response”) pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the Expansion Space specified in Landlord’s notice upon the Economic Terms and the same non-Economic Terms as are set forth in this Lease; (ii) refuse to lease the Expansion Space, specifying that such refusal is not based upon the Economic Terms, but upon Tenant’s lack of need for the Expansion Space, in which event Tenant’s First Refusal Right shall thereupon terminate and shall be of no further force or effect and Landlord may lease the Expansion Space to any third party upon any terms it deems appropriate; or (iii) refuse to lease the Expansion Space, specifying that such refusal is based upon said Economic Terms, in which event Tenant shall also specify revised Economic Terms (the “Revised Economic Terms”) upon which Tenant shall be willing to lease the Expansion Space. In the event that Tenant does not unconditionally exercise its right of first offer/refusal give a First Refusal Response within the ten said period, Tenant shall be deemed to have elected clause (10) business day period specified in Section 32(bii) above. In the event Tenant’s First Refusal Response indicates an election under clause (iii) above, Landlord may elect to either (x) lease the Expansion Space to Tenant upon such Revised Economic Terms and the same other non-Economic Terms as are set forth in this Lease, or (y) lease the Expansion Space to any third party upon Economic Terms which are not materially more favorable to such party than those Revised Economic Terms specified by Tenant in Tenant’s First Refusal Response (provided that Landlord reserves the right, at any time, to re-notice Tenant of any different Economic Terms upon which Landlord is willing to lease the Expansion Space, in which case the procedures for Tenant’s First Refusal Right as to said space as herein provided shall be repeated). Should Landlord so elect to lease the Expansion Space to Tenant, then Landlord shall be free promptly prepare and deliver to lease the space described in the First Offer Notice Tenant, an amendment to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant this Lease consistent with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered and Tenant shall execute and return same to Tenant on or before the date which is eighteen Landlord within twenty (1820) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall applybusiness days subject to Tenant’s reasonable review and approval thereof. Tenant’s failure to elect timely return the amendment shall entitle Landlord to specifically enforce Tenant’s commitment to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such spaceExpansion Space, in which case Landlord shall be entitled to lease such space to a third party and/or to pursue any other available legal remedy, at Landlord’s sole election. Upon the execution and delivery of any lease of the Expansion Space specified in Landlord’s notice, Tenant’s First Refusal Right as to such space shall continue in full force and effect, but shall be subject and subordinate to the interest of any third party tenant thereafter occupying the Expansion Space (3rdas more particularly provided in the next paragraph of this Section 2.5). In the event that Landlord shall not enter into a lease for the Expansion Space, or a portion thereof, with a third party within one hundred eighty (180) party on terms no more favorable days following Landlord’s notice described above, then prior to leasing the third (3rd) party than those Expansion Space to any thirty party, Landlord shall repeat the procedures set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant 2.5. It is understood and agreed that Tenant’s First Refusal Right shall have no further right be subject and subordinate to lease such First Offer Space until the expiration any extension or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered expansion rights granted by Landlord to Tenant at any particular timeMSTAR Communications Corporation, a California corporation, the current occupant of the Expansion Space, and Tenant to the interest of any third party tenant now or hereafter occupying the Expansion Space or any portion thereof, and their respective successors and assignees, and in no event shall any such Expansion Space be subject to the First Refusal Right herein granted unless and until the existing tenant thereof shall have vacated the Expansion Space. Tenant’s rights under this Section 2.5 shall belong solely to Netlist, Inc., a Delaware corporation, and may not elect to lease only be assigned or transferred by it (except in connection with a portion thereof“Permitted Transfer” as defined in Section 9.4 of this Lease). Any attempted assignment or transfer of Tenant’s rights under this Section 2.5 (except in connection with a Permitted Transfer) shall be void and of no force or effect.

Right of First Refusal. (a) Provided that the Lease is in full force and effect and there exist no Defaults by Tenant under the Lease , Tenant shall have a right of first refusal (the “Right of First Refusal”) to lease all of the office space on the third (3rd) floor and fourth (4th) floor of the North Tower (hereinafter the “First Refusal Space”), as demarcated on Exhibit B hereto, in accordance with the terms and conditions contained herein. In the event Landlord obtains a bona fide written offer from a prospective tenant to lease all or any portion of the First Refusal Space on or before December 31, 2006, and Landlord desires to accept such offer, then Landlord shall submit to Tenant in writing all of the material terms and conditions of such proposed offer to lease (hereinafter referred to as the “Offer”) and Tenant shall have the right and option to lease that portion of the First Refusal Space covered by the Offer upon the same monetary terms and conditions as contained in the Lease as modified by this Fourth Amendment, including a tenant improvement allowance in the amount of Twenty-Two and 50/100 Dollars ($22.50) per square foot for such portion of the First Refusal Space, such allowance to be reduced on a prorated basis based on the remaining number of months in the Extension Term. In the event Landlord wishes to accept an Offer received after December 31, 2006, Tenant shall have the right and option to lease that portion of the First Refusal Space covered by the Offer upon the same monetary terms and conditions contained in that Offer, including any offer of free rent and tenant improvement allowances, as embodied in the copy of such Offer, but otherwise upon the same terms and conditions as the Lease, as hereby amended. If Tenant does not unconditionally shall elect to exercise its right to lease that portion of first offer/refusal the First Refusal Space covered by the Offer, written notice of such election shall be given to Landlord within the ten (10) business day period specified days from the time that Tenant first received a copy of the Offer from Landlord (hereinafter referred to as the “Offer Period”). If Tenant fails to timely give an unqualified acceptance of the Offer within the Offer Period, Landlord may proceed with the lease of the First Refusal Space. Tenant shall commence payment of rent for the First Refusal Space and the term of the First Refusal Space shall commence upon the date set forth in Section 32(b) above, then Landlord the Offer. The Lease Term for the First Refusal Space shall be free to coterminous with Tenant’s lease of the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; initial Premises, provided, however, that when Landlord receives a request in no event shall the Lease Term for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Refusal Space on such terms that Landlord would so accept from a third be less than eighty percent (3rd80%) party. Notwithstanding of the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease term for the First Refusal Space as stated in the Offer, and provided further that any tenant improvement allowance, free rent and/or any other economic incentive embodied in the Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party reduced on terms no more favorable to a prorated basis based on the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions number of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision months in such third (3rd) party lease. Notwithstanding anything to shortened Lease Term for the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofFirst Refusal Space.

Right of First Refusal. If Provided Tenant does is not unconditionally exercise its in default of any of the provisions of this Lease, Tenant shall have an ongoing right of first offer/First Refusal and/or option on remaining vacancy of Suite 1025 ("Option Space") located contiguous to the Leased Premises upon the earlier to occur of (i): such time as Tenant leases said space (ii) a third party tenant leases said space, upon Tenant's failure or refusal to respond as hereinafter set forth; (iii) the expiration of 33 months after the Effective Date hereof. At such time as Landlord has a bonafide prospect for the Option Space, Landlord shall so notify Tenant and Tenant shall have the right to lease said space on the same terms and conditions offered to the prospective tenant, or on such terms as are agreeable by both the Landlord and Tenant. This right terminates after the 33rd month. Tenant shall respond to Landlord's offer within the ten (10) business day period specified in Section 32(b) days from receipt of the Lease. Should Tenant fail to comply to the time frames set forth above, then Landlord shall be free or should Tenant refuse Landlord's offer to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such spaceOption Space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right obligation to lease such offer said space to Tenant and this Right of First Offer Space until Refusal and/or option shall be declared null and void as it relates to that certain third party tenant. If Tenant exercises the expiration Right of First Refusal and/or option or earlier termination expands into the space within the first twenty four (24) months of such third (3rd) party lease including any renewal or extension the lease, it will be at the same terms of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party the original lease. Notwithstanding anything to the contrary contained herein, Landlord's obligations under this paragraph shall also be conditioned and contingent upon all obligations of Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofunder this lease.

Right of First Refusal. If Tenant does not unconditionally exercise its right of first offer/refusal within the ten (10) business day period specified in Section 32(b) above, then 46. Landlord shall be free not at any time during the Extension Periods sell or convey or agree to lease sell or convey the space described in Premises to any unaffiliated third party without first having complied with the First Offer Notice to anyone to whom Landlord desires on requirements of this Section 46. If, at any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such spacetime during any Extension Period, Landlord shall first deliver desire to sell or convey all or any portion or portions of the Premises to an unaffiliated third party, Landlord shall obtain from such unaffiliated third party a bona fide arms’ length written notice offer (the “Offer”), acceptable to Landlord, to purchase all or such portion of the Premises; and Landlord shall submit a written copy of the Offer to Tenant and shall give Tenant twenty (“Second Chance Refusal Notice”20) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date days within which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease purchase the First portion of the Premises which is the subject of the Offer Space upon such terms by written notice to Landlord within seven (7herein called the “Subject Premises”) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the precise terms and conditions of this Section 32(c) abovethe Offer (except that if the Offer shall be in whole or in part for consideration other than cash, Tenant shall have no further the right to lease such First Offer Space until pay in cash the expiration or earlier termination fair market value of such third non-cash consideration). If Tenant elects to so purchase the Subject Premises, Tenant shall give to Landlord written notice thereof (3rd“Acceptance Notice”) and closing shall be held within sixty (60) days after the date of the Acceptance Notice, whereupon Landlord shall convey the Subject Premises to Tenant. At closing Landlord shall deliver to Tenant a special warranty deed, sufficient to convey to Tenant fee simple title to the Subject Premises free and clear of all liens, restrictions and encumbrances created by Landlord, except for the Permitted Encumbrances, liens or encumbrances created or suffered by Tenant or arising by reason of the failure of Tenant to have observed or performed any term, covenant or agreement herein to be observed or performed by Tenant, the lien of any taxes then affecting the Premises, this Lease and, if the Subject Premises are to be conveyed subject to the outstanding balance of the Loan, the Mortgage and all other Loan documents. This right of first refusal shall continue as to all portions of the Premises until such time as such portions shall have been sold by Landlord to the party lease including any renewal making the Offer or extension its assignee(s). In the event Tenant shall elect not to so purchase the Subject Premises, Landlord may thereafter sell the Subject Premises which are the subject of such third (3rdthe Offer only to the party making the Offer or its assignee(s) party lease pursuant and only in accordance with the terms thereof, unless a further Offer is submitted to an express written provision Tenant in such third (3rd) party leaseaccordance with this Section 46. Notwithstanding anything to the contrary contained herein, the provisions of this Section 46 shall not apply to any sale or conveyance of the Premises (i) in foreclosure (or similar proceeding) of a bonafide mortgage or deed of trust or to any conveyance in lieu of foreclosure of such a mortgage or deed of trust, (ii) to a person or entity controlling, controlled by or under common control with Landlord, (iii) during the the Initial Term, or (iv) during the continuance of an Event of Default. Tenant must elect hereby acknowledges and confirms that the Note and Mortgage provide or may provide that Landlord may not sell, convey, alienate, mortgage, encumber, pledge or otherwise transfer the Premises, or any part thereof, or any interest therein (to Tenant or to anyone else), except as specifically provided under such Note and Mortgage. Furthermore, the Mortgage allows for the transfer of the beneficial ownership interest, membership interest or other equity interest in the entity comprising Landlord, which such transfer shall be governed by the provisions in the Mortgage with respect to same. Accordingly, Tenant hereby acknowledges and agrees that any sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the beneficial ownership interest, membership interest or other equity interest in Landlord (other than a sale of all or substantially all of such beneficial ownership interest, membership interest or other equity interest in Landlord after the Initial Term in a single transaction or a series of related transactions which, if structured instead as a sale of the Premises, would have allowed Tenant to exercise its right of first offer/ refusalrefusal under this Section 46), if at allor the change of the trustee, manager or other controlling person of Landlord, shall not entitle Tenant to exercise its rights under this Section 46. If during any Extension Term Landlord shall obtain an Offer with respect to a sale or conveyance of all or any portion of the space offered by Landlord Premises, and sells the Premises (to Tenant at or anyone else) Tenant hereby acknowledges and consents as follows: (i) any particular timesuch sale or conveyance during a period when the debt secured by the Mortgage cannot be prepaid (the “Lockout Period”) shall be subject to the outstanding balance of the Loan, and, if Tenant shall be entitled to, and shall, exercise its rights under this Section 46, the Loan, Note, Mortgage, and other Loan documents will be assumed by Tenant, and the lien of the Mortgage may not be released during such Lockout Period; (ii) such sale shall be in accordance with the terms and provisions of the Note and Mortgage, whether such purchase contemplates the purchase of the Premises subject to the lien of the Mortgage or for a release of the lien of the Mortgage; and (iii) if the lien of the Mortgage is not released in connection with such sale of the Premises, and if Tenant acquires the Premises, no merger of title shall occur and this Lease and any guaranty of this Lease will remain in full force and effect in accordance with their terms. If Tenant shall have agreed to purchase the Subject Premises pursuant to an Offer under which the third party offeror was to acquire the Subject Premises under and subject to the lien of any mortgage, and if such purchase by Tenant of the Subject Premises shall occur after the expiration of the Lockout Period and any similar lockout period under any such mortgage, Tenant may purchase the Subject Premises for cash free and clear of any such mortgage but only if (i) the cash portion of the Offer is increased by an amount equal to the principal and interest secured by any such mortgage, and (ii) Tenant pays (in addition to the purchase price) all defeasance deposits, yield maintenance amounts, satisfaction fees and other sums which become owing as a result of such prepayment; all to the end and effect that Landlord will net the same amount as Landlord would have netted had the Subject Premises been sold under and subject to the lien of any such mortgage, pursuant to the Offer. If any right of refusal or other right under this Lease would, in the absence of the limitation imposed by this Section, be invalid or unenforceable as being in violation of the rule against perpetuities or any other rule of law relating to the vesting of an interest in property or the suspension of the power of alienation of property, then any right of refusal or other right hereunder shall be exercisable only during the period which shall begin as of the date hereof and end twenty (20) years and six (6) months after the date of death of the last survivor of the descendants of former President Xxxxxx X.X. Xxxx alive on the date of the execution and delivery of this Lease. The rights granted to Tenant under this Section 46 shall not elect to lease only a portion thereof.survive the expiration or termination of this Lease. CONFESSION OF JUDGMENT IN EJECTMENT -

Right of First Refusal. If Tenant does not unconditionally If, during the initial term of this Lease or any renewal term thereof, Lessor wishes to Lease all or a part of the 5th, 6th or 7th floors to a third party, then Lessor shall notify Lessee in writing, delivered to the Leased Premises of its intent to so lease such space, and the exact space to be leased. Thereafter Lessee shall be entitled to a period of fifteen (15) days following receipt of such notice to elect to lease such space upon the same terms and conditions as set forth in this Lease. In the event Lessee fails to give Lessor written notice of its exercise of its right of first offer/refusal within refusal, Lessee agrees that the ten (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal provided herein shall not apply to the said space. This Right of First Refusal shall apply to existing leases by contiguous tenants at their lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoingend, but shall exclude however, if existing tenants whose leases contain renewal options, until said renewal option periods have been completed. All leases for space contiguous to Lessee contain relocation clauses. In the Second Chance Refusal Notice is delivered event Lessee exercises its first refusal rights, Lessor shall have sixty (60) days in which to Tenant on or before relocate the date existing tenant. Lessor shall, at no cost to Lessee, renovate the expansion area for Lessee in the same manner as that which is eighteen exists in the Demised Premises as covered in this base lease within a period of sixty (1860) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt Lessee has relocated the existing tenant. Lessee's right of such Second Chance Refusal Notice from Landlord shall refusal contained in this paragraph may be deemed to constitute Tenant’s election not to exercised so long as Lessee's remaining term of the lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to is extended at the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space time of exercise to a third full five (3rd5) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofyear term.

Right of First Refusal. If Tenant does not unconditionally shall have a right of first refusal ---------------------- with respect to any space on the third floor of the Building that becomes available for lease from time to time, exercisable as follows. Prior to leasing any space on the third floor to a third party, Landlord will provide Tenant with written notice describing the amount of space, term, rental, rent concessions, tenant allowance, and other terms and conditions of the proposed lease and offering the Tenant a ten (10) day period to exercise its right of first offer/refusal refusal. If Tenant accepts Landlord's offer in writing within the said ten (10) business day period specified period, Landlord and Tenant shall enter into a lease of the space on the terms and conditions described in Section 32(bLandlord's notice, and otherwise upon the terms and conditions of Landlord's standard Building lease, within ten (10) abovedays after Tenant's acceptance. If Tenant fails to respond to Landlord's offer within said ten (10) day period, then or rejects Landlord's offer, or fails to execute a Lease within ten (10) days after accepting Landlord's offer, Landlord shall be free to lease the space described in to the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such third party and thereafter the space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional be free of Tenant's right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Noticerefusal. If Landlord does fails to execute a lease such First Offer Space with the third party within 180 days after Landlord's offer to a third (3rd) party tenant pursuant Tenant, Landlord may not lease the space without first offering the space to Tenant in the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party leasemanner provided hereinabove. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its Tenant's right of first offer/ refusal shall be fully subject and subordinate to option, extension, renewal, expansion, first refusal, if at all, with respect first offer and similar rights of tenants in the Building under leases and lease amendments executed prior to all the date of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofthis Second Amendment.

Right of First Refusal. If In the event that Landlord elects at any time during the Term to lease any of the First Refusal Spaces, Tenant does not unconditionally exercise its shall have the right of first offer/refusal to lease any such First Refusal Space at a Base Rent equal to the rental rate at which Landlord will lease such First Refusal Space to a third party. In the event that Landlord elects at any time during the Term of this Lease to lease any First Refusal Space, Landlord shall inform Tenant in writing that Landlord has received a bona fide offer from a third party to lease such First Refusal Space (the “First Refusal Notice”). The First Refusal Notice shall specify the terms of the third party’s offer to lease the First Refusal Space, and the Base Rent which Tenant would be obligated to pay for such First Refusal Space. Tenant shall deliver written notice of Tenant’s election to lease the First Refusal Space to Landlord within the ten (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease days of the space described in date of the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. and Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord do so shall be deemed to constitute a waiver of Tenant’s election not right of first refusal on the First Refusal Space or First Refusal Spaces identified in the First Refusal Notice. Notwithstanding any of the foregoing, Tenant’s option to lease such space, in which case Landlord any First Refusal Space shall be entitled to lease null and void: (a) at the option of Landlord if Tenant is in default under this Lease beyond the expiration of any applicable notice or cure periods at the time of such space to any third notice; or (3rdb) party on terms no more favorable to after the day immediately preceding the third (3rd) party than those set forth in anniversary of the Second Chance Commencement Date. Prior to taking possession of any First Refusal Notice. If Landlord does lease such First Offer Space Space, Tenant shall enter into an amendment to a third (3rd) party tenant pursuant to this Lease confirming the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all leasing of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofFirst Refusal Space.

Right of First Refusal. If Landlord makes a bona fide offer to a third party, or receives a bona fide offer from a third party which is acceptable to Landlord, for sale or transfer of the Premises, or an interest therein (a “Purchase Offer”), Landlord shall notify Tenant of the sale or transfer, the name of the offerer, the offered consideration and provisions of the Purchase Offer. Within five (5) business days after receipt of Landlord’s notice, Tenant may elect by notice to Landlord (the “Election Notice”) to purchase the Premises or an interest therein for the consideration and upon substantially the same terms as the other provisions stated in the Purchase Offer; except that (a) the purchase and sale shall close the later of thirty (30) days after Tenant elects to purchase or the date agreed upon by the offerer and (b) Tenant shall deliver to Landlord simultaneously with the Election Notice Tenant a $250,000 xxxxxxx money deposit, non-refundable to Purchaser except that the deposit shall be returned to Purchaser if (i) Purchaser terminates the purchase and sale agreement in accordance with the terms and conditions set forth in the Purchase Offer with respect to termination of the Purchase Offer, (ii) closing does not unconditionally timely occur due to Seller default, or (iii) the purchase and sale agreement is terminated in the event of a casualty or condemnation. Such deposit shall be applied toward the purchase price at closing. Should Tenant fail to exercise its this right of first offer/refusal within the ten (10) business day period specified time and in Section 32(b) the manner required above, then or waives such right in writing, Landlord shall be free to lease consummate the space described sale or transfer to the named offerer for the consideration and upon the other provisions set forth in the First Offer Notice Landlord’s notice to anyone to whom Landlord desires on any terms Landlord desiresTenant; provided, however, Landlord agrees that when Landlord receives a request for proposal that Landlord would seriously consider for such space sale or when Landlord issues a proposal transfer shall be subject to a third (3rd) party tenant for such spacethe provisions of this Lease, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional including this right of first offer/refusal to lease the First Offer Space on refusal. If such terms that Landlord would so accept from a third sale or transfer is not consummated within six (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (186) months after the Commencement Date, expiration of the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease earlier of the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, date Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect fails to exercise its right of first offer/ refusalas hereinabove required or the date Tenant waives such right in writing, if at all, with respect to all of the space offered by Landlord rights granted to Tenant at in this Section shall once again apply to the offer described above as well as to any particular time, and Tenant may not elect to lease only a portion thereofnew offer.

Right of First Refusal. If Tenant does not unconditionally exercise its right If, during the Term of first offer/refusal within the ten (10) business day period specified in Section 32(b) abovethis Lease, then Landlord shall be free desires to lease the any space described within a Building in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives Commercial Park Third Party Tenant obtain from the Third Party Tenant a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver bona fide written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled offer to lease such space in the applicable Building that Landlord is willing to any third accept, stating the terms and conditions upon which the lease is to be made and Third Party Offer Provided that no Event of Default on the part of Tenant has occurred under this Lease that is then continuing, Landlord shall give Tenant written notice Notice of Lease lease space in a Building within the Commercial Park to the Third Party Tenant, together with notice of the terms of the Third Party Offer. For the avoidance of doubt, Xxxxxxxx shall not be subject to the right of first refusal described in this Section 23.AA if an Event of Default by Tenant is ongoing. Tenant shall have the option ROFR Lease Option lease such space in such Building upon the terms and conditions contained in the Third Party Offer. The ROFR Lease Option may be exercised by Tenant by delivering written notice ROFR Lease Notice ng the Notice of Lease ROFR Exercise Period Lease Option during the ROFR Exercise Period, the ROFR Lease Option shall terminate, and Landlord may consummate the lease of such space in such Building to the Third Party Tenant (3rdor an affiliate thereof) party on upon terms that are materially no more less favorable to the third (3rd) party Landlord than those set forth in the Second Chance Refusal NoticeThird Party Offer. If Landlord does fails to Lease such space in such Building to the Third Party Tenant (or affiliate thereof), then the ROFR Lease Option shall be reinstated. If Tenant exercises the ROFR Lease Option as provided above, Tenant and Landlord will enter into a lease for such First Offer Space to a third (3rd) party tenant space in such Building pursuant to the terms set forth in the Notice of Lease. For the avoidance of doubt, the ROFR Lease Option shall terminate and conditions be of this Section 32(c) above, Tenant shall have no further right force or effect and shall not transfer to lease such First Offer Space until any third party in the expiration or earlier termination event of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered a Transfer by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofTenant.

Right of First Refusal. If Provided the Lease Agreement is in full force and effect and no Event of Default shall have occurred; Tenant does not unconditionally exercise its shall have a continuing and re-occurring right of first offer/refusal within on available space on the ten sixth (106th) business day period specified in Section 32(bfloor. of the Building (“Right of First Refusal Space”) aboveprior to Landlord leasing said Right of First Refusal Space, then or any portion thereof, to any bona fide third party. At such time as Landlord shall be free to lease engages into negotiations with a prospective Tenant on all or any portion of the space described in the Right of First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third Refusal Space (3rd) party tenant for such space“Offered Space”), Landlord shall first deliver written notify Tenant of such fact and shall include in such notice the rent, term and other terms at which Landlord is prepared to offer such Offered Space to such prospective Tenant. Tenant (“Second Chance shall have the right to exercise its Right of First Refusal Notice”) providing Tenant with on the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Offered Space upon such terms by written notice to Landlord within the following conditions: Tenant shall have seven (7) business days after to respond to Landlord, in writing, stating its intent to exercise or waive this option. In the event that Tenant’s receipt of such Second Chance Refusal Notice from written response is not received by Landlord shall within this time frame, Tenant will be deemed to constitute Tenant’s election not have waived this right. If Tenant exercises such option, Landlord and Tenant shall execute an amendment to this Lease setting forth the space to be added hereto and the terms of such expansion. If Tenant so waives its right to lease such spacethe Offered Space (either by giving written notice thereof or by failing to give any notice), in which case Landlord shall be entitled have the right to lease such space to any third (3rd) party on terms no more favorable the Offered Space to the third (3rd) party than those set forth in prospective Tenant. Upon the Second Chance execution of such lease between Landlord and the prospective Tenant this Right of First Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant as to the Offered Space shall thereafter be null, void and of no further force or effect. Upon exercise by Tenant of its Right of First Refusal on the Offered Space as provided herein, Landlord and Tenant shall, within fifteen (15) days after Tenant delivers to Landlord notice of its election, enter into a lease amendment covering the Offered Space for the rent, for the term, and containing substantially the same terms and conditions as Landlord notified Tenant, except that, if the term of such Right of First Refusal Space would extend beyond the Expiration Date of the original Lease, the term of the original Lease will be extended to the expiration date of the Right of First Refusal Space. Any assignment or subletting by Tenant shall terminate the Right of First Refusal of Tenant contained herein. The Right of First Refusal of Tenant contained herein shall be subject and subordinate to any rights of renewal, expansion or extension existing under any other Tenant leases for the Building as of the date of the Lease. Notwithstanding the preceding, space shall not be deemed to become available if the space is: (i) assigned or subleased by the then current tenant of the space; (ii) subject to a specific expansion or other right of another tenant existing as of the Commencement Date unless and until such tenant(s) have failed to timely exercise their option(s); or (iii) not leased to a tenant as of the date of this Section 32(c) aboveLease (until that space is leased, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofthen subsequently “becomes available”).

Right of First Refusal. Provided Tenant is not in default (after any applicable notice and cure period) under the terms of this Lease, Tenant shall have a one-time right of first refusal to lease the 36,675 square feet adjacent to the Premises as depicted on Exhibit “D” attached hereto (the “ROFR Space”). In the event that, during the Term (which shall be deemed to include the Renewal Period if Tenant duly exercises its Renewal Option under Paragraph 31D above), Landlord receives from a third party an offer to lease all or any portion of the ROFR Space which offer Landlord desires to accept (such bona fide proposal or such offer being referred to herein as a “Proposed Offer”), then Landlord shall give Tenant written notice of the Proposed Offer, together with an offer by Landlord to lease to Tenant the portion of the ROFR Space set forth in the Proposed Offer on the same material terms and conditions as contained in the Proposed Offer. Tenant shall have five (5) business days to respond to Landlord, in writing, either exercising or waiving this right of first refusal. In the event that Tenant’s written response is not timely received by Landlord, Tenant will be deemed to have waived this right. If Tenant does not unconditionally exercise exercises its right of first offer/refusal within option, Landlord and Tenant shall execute an amendment to this Lease setting forth the ten (10) business day period specified in Section 32(b) above, then Landlord shall space to be free added hereto and the terms of such expansion. If Tenant elects not to lease the space described ROFR Space set forth in the First Offer Notice Proposed Offer, or if Tenant is deemed to anyone to whom Landlord desires on any terms Landlord desireshave waived this right of first refusal, this right of first refusal shall terminate and shall thereafter be of no force or effect; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to in the event Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional waives this right of first offer/refusal in any instance and Landlord fails to consummate the lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of party, this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusalrefusal shall remain in effect as to any subsequent Proposed Offer. Initials: /s/ KS /s/ RL Landlord Tenant LANDLORD: TENANT: EASTGROUP PROPERTIES, if at allL.P. UFP TECHNOLOGIES INC. A Delaware limited partnership a Delaware corporation By: EastGroup Properties General Partners, with respect to all of the space offered by Inc., A Delaware corporation, Its sole general partner By: /s/ Xxxxx Xxxxx By: /s/ Xxx Xxxxxxxx Name: Xxxxx Xxxxx Name:: Xxx Xxxxxxxx Title: Vice President Title: Chief Financial Officer Date: 11-18-11 Date: November 15, 2011 By: /s/ Xxxxx Xxxx Name: Xxxxx Xxxx Title: Sr. Vice President Date: 11-18-11 Initials: /s/ KS /s/ RL Landlord to Tenant at any particular time, and Tenant may not elect to lease only EXHIBIT “A” LEGAL DESCRIPTION Being a portion thereof.of Xxx 0, Xxxxx 00, Xxxxxxxxxxx Xxxxx Industrial Park, Xxxx 0, Xx Xxxx Xxxxxx, Xx Xxxx, Xxxxx. Initials: /s/ KS /s/ RL Landlord Tenant EXHIBIT “B” PLANS [Intentionally omitted] Initials: /s/ KS /s/ RL Landlord Tenant EXHIBIT “C” RULES OF PREMISES

Right of First Refusal. If So long as there is no existing, material, uncured default on the part of the Tenant does not unconditionally exercise its right hereunder, and subject to the rights of any tenant currently, or at the time, leasing the Refusal Space (as hereinafter defined) during the original Lease Term, including any Option Period, Landlord agrees that prior to leasing all or any part of the space in the Building which is identified on the attached Exhibit D (the "Refusal Space"), it will first offer/refusal within the ten (10) business day period specified in Section 32(b) above, then Landlord shall be free offer to lease all of the Refusal Space to Tenant for the balance of the Term of this Lease, or Option Period then in effect, at the current market rate for space described of similar size and quality in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; providedBuilding as reasonably determined by Landlord, however, that when Landlord receives a request but not less than the rate then being charged for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with each square foot of the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) partyexisting Leased Premises. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease exercise any such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusalrefusal unless, if at allthe time thereof, with respect there remains a minimum of three (3) years in the Term of this Lease [taking into account the original Lease Term and any Option Period(s), but only to the extent that the Tenant has actually exercised its right to extend the Term of this Lease for such Option Period(s)]. In the event Landlord intends to lease all or any part of the space offered by Refusal Space, Landlord to will give Tenant at any particular timewritten notice of such intent, specifying such market rate; and Tenant may not elect shall have five (5) days after receipt of such notice to notify Landlord, in writing, of its agreement to lease only a portion thereof.the Refusal Space. Such leasing shall be on the same terms and conditions as in this Lease for the Leased Premises, except for the adjustment of rent provided above as it relates to the Refusal Space and except for the granting of any monetary allowances or concessions. To the extent that the Tenant exercises any such right of first refusal during the original Lease Term, the Minimum Annual Rent and Monthly Rental Installments for the Refusal Space during the first Option Period shall be an amount equal the Minimum Annual Rent and Monthly Rental Installments during the original Lease Term plus twelve percent (12%)(to match the rent escalation set forth in Section 16.11). Likewise, the Minimum Annual Rent and Monthly

Right of First Refusal. If Provided Tenant does is not unconditionally exercise its then in default under the terms, covenants and conditions of this Lease, Tenant shall have an ongoing right of first refusal (the “Offer Right”) to lease the approximately one thousand four hundred twenty-one (1,421) square feet of space adjacent to the Premises and commonly known as Suite 130 (the "Offer Space”). If, at any time during the Term, excluding any Renewal Term, Landlord receives a third-party offer to lease or purchase the Offer Space, as evidenced by a letter of intent or other written offer/refusal within , Landlord shall notify Tenant in writing of the terms and conditions of such third-party offer if such third-party offer is an offer to lease or, if such third-party offer is an offer to purchase the Offer Space, then Landlord shall notify Tenant in writing of the terms and conditions upon which Landlord would be willing to lease the Offer Space to the public, provided, however, that the base rent for the Offer Space shall be the then Fair Market Rent for the Offer Space (in either instance, “Landlord’s Notice”). Tenant shall have a period of ten (10) business day period specified days after receipt of Landlord’s Notice in Section 32(b) above, then Landlord shall be free which to exercise Tenant's Offer Right to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such pursuant to the terms that and conditions contained in Landlord's Notice, failing which Landlord would so accept from a third (3rd) party. Notwithstanding may lease or sell the foregoingOffer Space, howeveras applicable, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than on substantially the same terms and conditions as those set forth in the Second Chance Refusal Landlord’s Notice. If Landlord does lease such First Tenant exercises its Offer Space to a third (3rd) party tenant pursuant to Right in accordance with the terms and conditions of this Section 32(c32, effective as of the date Landlord delivers the Offer Space (the "Delivery Date"), the Offer Space shall automatically be included within the Premises and subject to all the terms and conditions of the Lease, except as set forth in Landlord's Notice and as follows:(i) aboveunless Landlord’s Notice specifies otherwise, the Offer Space shall be leased on an “as is” basis and Landlord shall have no obligation to improve the Offer Space or grant Tenant any improvement allowance thereon; and (ii) if requested by Landlord, Tenant shall have no further right to lease such First execute a written memorandum or amendment confirming the inclusion of the Offer Space until and the expiration Base Rent for the Offer Space. If Landlord is delayed delivering possession of the Offer Space due to the holdover or earlier termination unlawful possession of such third (3rd) party lease including space by any renewal or extension of such third (3rd) party lease pursuant party, Landlord shall use reasonable efforts to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all obtain possession of the space offered by as soon as reasonably possible, and the commencement of the term for the Offer Space shall be postponed until the date Landlord delivers possession of the Offer Space to Tenant at free from occupancy by any particular time, and Tenant may not elect to lease only a portion thereofparty.

Right of First Refusal. If Landlord and Tenant does agree that, provided Tenant in is possession of the Premises and is not unconditionally in default of any of the terms, covenants and conditions of this Lease, Tenant shall have an on-going right of first refusal to lease from Landlord the last remaining 25,000 square feet of space on a Contiguous Multi-Tenant Floor that has not been initially leased by Landlord (the "Additional Premises") on the same terms and conditions that Landlord shall have received and deemed acceptable in a bonafide offer from a third party, except that the term shall be co-terminous with the Lease Term (but in no event less than five (5) years) and the tenant improvement allowance provided for in such offer shall be prorated based upon the term for the Additional Premises. Upon the initial leasing of all space on the Contiguous Multi-Tenant Floor, Tenant shall no longer have a right of first refusal as provided for in this Paragraph 1. Tenant shall exercise its right of first offer/refusal within the ten (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s following receipt of such Second Chance Refusal Notice written notice from Landlord shall be deemed to constitute Tenant’s election not to lease such spacecontaining the terms of the third party's offer, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable acceptable to the third (3rd) party than those set forth in Landlord, for the Second Chance Refusal NoticeAdditional Premises. If In the event that Tenant exercises the right granted herein, Landlord does lease such First Offer Space and Tenant shall enter into an amendment to a third (3rd) party tenant pursuant this Lease to incorporate the Additional Premises and to make the necessary adjustments to the terms Basic Rent and conditions similar provisions to this Lease. In the event Tenant declines to exercise its rights as provided for, or fails to deliver or fails to deliver notice thereof within the time period stipulated above, or fails to execute the requisite amendment of this Section 32(c) above, Tenant Lease; this right of first refusal shall have lapse and be of no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything force and effect as to the contrary contained herein, instant offer. In the event that the lease for which Tenant must elect declined to exercise its right of first offer/ refusalrefusal is not executed within six (6) months from the date of written notice, if at all, with respect Landlord agrees to all of the space offered by Landlord again offer such lease to Tenant at any particular timeon the same terms and conditions that have been agreed to by such tenant. This right of first refusal shall not be severed from this Lease or separately sold, and Tenant may not elect to lease only a portion thereofassigned, or transferred.

Right of First Refusal. If and at such time as any portion of the third (3rd) floor of the Building, (“Refusal Space”) becomes available for lease, Landlord shall notify Tenant in writing of such availability, stating the location, configuration and rentable area of such Refusal Space, and the date on which such Refusal Space would be tendered to Tenant (each, a “Refusal Notice”). Tenant shall have five (5) business days after receipt of each Refusal Notice to deliver to Landlord, in writing, notice of exercise of Tenant’s option to lease the subject Refusal Space on the same terms and conditions set forth herein, including without limitation, Base Rent, free or abated rent, Tenant Improvement Allowance, Landlord’s Work and Tenant’s Work, as applicable, but prorated based upon the remainder of the unexpired Term and any option period which Tenant agrees to exercise, in the Refusal Notice (the “Exercise Notice”). If Tenant does not unconditionally exercise its right of first offer/refusal within the ten (10) business day period specified in Section 32(b) abovetimely deliver an Exercise Notice, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance subject Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on the basic economic terms no more favorable and conditions (“Basic Economic Terms”) as determined by Landlord. If Tenant exercises its right to lease any the third Refusal Space, Landlord and Tenant shall, within thirty (3rd30) party than those days after such exercise, execute an amendment to this Lease providing for the expansion of the Premises. Upon the commencement date of the Expansion Space as set forth in such Amendment, Tenant’s Share shall be increased to reflect the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all rentable area of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofRefusal Space.

Right of First Refusal. If Tenant does not unconditionally exercise its right PEI shall have rights of first offer/refusal within as described herein to provide all transportation and disposal services to the ten (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires Company on any terms Landlord desiressales generated by Representative; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider purposes of calculating Adjusted Profit, if PEI’s cost of providing such transportation and disposal services is more than ten percent (10%) in excess of the bona fide competitive bid (“Bona Fide Competitive Bid”) for such space or when Landlord issues a proposal to services by a third party having the financial wherewithal, operational capacity and bonding capability (3rdif required) party tenant to perform the services, and PEI desires to perform the services it may do so, provided that an adjustment shall be made to the Adjusted Profit calculation in the amount by which PEI’s charge for such spaceservices exceeds 110% of such other competitive bid (the “Right of First Refusal Adjustment Amount”) to avoid adversely affecting Commissions payable to Representative. If Representative obtains a Bona Fide Competitive Bid and desires to accept it, Landlord Representative shall first deliver provide written notice to Tenant the Company and PEI of such Bona Fide Competitive Bid, including a copy of the Bona Fide Competitive Bid, the name of the bidder and its principal office address and telephone number and information regarding the financial wherewithal, operational capacity and bonding ability (“Second Chance Refusal Notice”if applicable) providing Tenant with of the additional right bidder. PEI shall have a period of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept twenty four hours from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which and time such notice is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure received by PEI to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election notify Representative whether or not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect it desires to exercise its right of first offer/ refusal pursuant to this Section 16. If PEI notifies Representative in accordance with the terms of this Agreement that it desires to exercise its right of first refusal, then Representative may not cause the Company to accept the Bona Fide Competitive Bid and PEI shall be engaged to perform such services. If PEI notifies the Company that it does not intend to exercise its right of first refusal or if at allPEI fails to provide such notice to Representative within such twenty four hour period, then Representative may accept the Bona Fide Competitive Bid on behalf of the Company, but only on the same terms and conditions that were provided in the notice to PEI. If any of the terms of the Bona Fide Competitive Bid change, then Representative shall provide written notice to PEI and the Company of the changed terms and PEI shall again have the right of first refusal described herein with respect to all of the space offered by Landlord to Tenant at any particular timeBona Fide Competitive Bid, and Tenant may not elect to lease only a portion thereofas amended or modified.

Right of First Refusal. If Tenant does not unconditionally exercise its The Lessor hereby grants to the Lessee a right of first offer/refusal within for the ten office space on the same floor as the Leased Object 2, being the first floor of the building Intercity Business Park lot 1. This means that if the Lessor has a potential lessee for this office space, the Lessor will give preference to the Lessee to lease this office space under the same conditions (10including rent) business day period specified in Section 32(b) and for the same areas as the potential lessee. This implies that if the Lessee exercises the right of first refusal, it must at least lease the same space as the potential lessee. The end date of the term which must be concluded by the Lessee for the lease of the additional office space on the same floor as the Leased Object 2, after the exercise of the right of first refusal as further described below, the end date may not exceed 12/31/2021. The Parties expressly agree that, if after the exercise by the Lessee of the right of first refusal, part of the first floor of the building Intercity Business Park lot 1 remains unoccupied, the Lessee will retain the right of first refusal, as described above, then Landlord shall be free for the remaining unoccupied area. For this purpose:  the Lessor will inform the Lessee by registered letter of the conditions against which a potential lessee is willing to lease the space described in office space;  the First Offer Notice Lessee will have the option during 10 calendar days (the “Option period”), counted from the receipt of the abovementioned registered letter, to anyone lease the respective area under the same conditions (taking into account, with regard to whom Landlord desires on any terms Landlord desires; providedthe term, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the end date of 12/31/2021) and for the same areas;  the Lessee will be able to exercise this option within the Option period by informing the Lessor of the intention to lease the office space;  if the Lessee exercises the option, Parties will consult in good faith in order to determine the lease of the additional spaces under the same conditions with regard to the rent, the [3x initials] 5 Addendum to the Lease Agreement Intervest Offices & Warehouses NV – Galapagos NV term (which may not exceed the end date of 12/31/2021) and surface area as offered by the potential lessee;  if the Lessee did not exercise the option within the Option period, the Lessor is permitted to lease the respective space to the potential lessee. If the Lessee exercises its right to, after exercise by the Lessee of the right of first offer/refusal to refusal, additionally lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, howeverremaining unoccupied space and, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such spaceso desired, in a phased manner, Parties will consult in good faith in order to contractually record the lease of this part. Thereby Parties will take into account the existing contractual agreements which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable apply between them at that time, specifically with regard to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofLeased Object 2.

Right of First Refusal. If Tenant does not unconditionally exercise its right of first offer/refusal within the ten (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant Subject to the terms and conditions of this Section 32(c) aboveherein set forth, Tenant shalt have a right of first refusal to expand into those premises (the "Expansion Premises") adjacent to Tenant's current Premises at the escalated rent Tenant is paying for its original lease. Landlord and Tenant shall have no further right attempt to negotiate in good faith the other items contained in an amendment and subject to the terms below. Provided Tenant is not in default of its lease obligations, Landlord shall, by written notice (the "Offer Notice"), offer to lease such First Offer Space until the expiration or earlier termination Expansion Premises to Tenant. In order to effectively exercise the foregoing right of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained hereinfirst refusal, Tenant must elect notify Landlord in writing, within ten (10) days of Tenant's receipt of the Offer Notice, of Tenant's unequivocal acceptance of Landlord's offer. In the event that Tenant (i) rejects Landlord's offer, or (ii) fails to exercise its respond in writing to the Offer Notice within such ten (10) day period, then the above-described right of first offer/ refusal shall be null and void and of no further force or effect, and Landlord shall at all times thereafter be free to offer and lease the space to any party whatsoever, or to hold the space vacant, at Landlord's sole discretion; Landlord shall not be required to offer the Expansion Premises to Tenant more than once during the Term of Tenant's lease. Upon Tenant's effective exercise of the foregoing right of first refusal, if at all, with respect Landlord shall prepare and Landlord and Tenant shall execute an amendment to all Tenant's lease reflecting the addition of the space offered Expansion Premises to the Premises theretofore held by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofunder the lease.

Right of First Refusal. In addition to, and not in substitution of the Right of First Offer set forth in Section 2.6, until such time as all of the space in the Building shall be leased to new third-party tenants (i.e., tenants who are not under lease as of the date of this Lease), provided Tenant is not in default of this Lease beyond applicable notice and cure periods and is leasing (including any and all space then leased by Permitted Transferees and space Tenant has sublet to third parties in accordance with the terms hereof) at least fifty percent (50%) of the original Premises, Tenant shall have a “Right of Refusal” to lease any and all space in the Building that has not been so leased to new third-party tenants, on the terms set forth herein. If Landlord intends to accept a bona-fide third party offer to lease any such space (“First Refusal Space”) to a third party, Landlord shall give Tenant notice of the terms and conditions of such offer (a “First Refusal Notice”). Tenant shall have ten (10) business days from receipt of a First Refusal Notice to send notice to Landlord (an “Election Notice”) indicating whether or not Tenant desires to add such space to the Premises on the terms set forth in the First Refusal Notice. A failure timely to send an Election Notice shall be deemed an election not to add such space to the Premises and Tenant shall have no further rights with respect to such space under this Section 2.7. If Tenant does properly gives an Election Notice hereunder, this Lease shall be deemed amended to add such space to the Premises on all the terms and conditions set forth in the First Refusal Notice. Tenant and Landlord agree to execute an amendment to this Lease reflecting such addition of such space to the Premises, but the failure by either party to execute such an amendment shall not unconditionally exercise its right affect the validity of first offer/refusal the deemed amendment referred to above. If Tenant fails to notify Landlord within the said ten (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not intends to lease such spaceFirst Refusal Space, in which case Landlord shall be entitled to lease such space First Refusal Space to any a third (3rd) party on the terms no more favorable to the third (3rd) party than those and conditions set forth in the Second Chance First Refusal Notice. If Landlord does not enter into such a lease such for the First Offer Refusal Space with another tenant within twelve (12) months after Landlord’s original first Refusal Notice to a third (3rd) party tenant pursuant to the terms and conditions of Tenant, then Tenant’s rights under this Section 32(c) above, Tenant section shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, be reinstated with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofsuch First Refusal Space.

Right of First Refusal. Except in transactions memorialized by an executed agreement of purchase and sale prior to the end of the eighteenth month following the Commencement Date, Landlord shall not sell or convey or agree to sell or convey the Leased Premises or any part thereof without first having complied with the requirements of this Paragraph 33. If after the end of the eighteenth month following the Commencement Date, Landlord shall desire to sell or convey all or any portion or portions of the Leased Premises, Landlord shall obtain from a third party a bona fide arms’ length written offer (the “Offer”), acceptable to Landlord, to purchase all or such portion of the Leased Premises; and Landlord shall submit a written copy of the Offer to Tenant and shall give Tenant fifteen (15) calendar days within which to elect to purchase the portion of the Leased Premises which is the subject of the Offer (herein called the “Subject Premises”) on the precise terms and conditions of the Offer (except that if the Offer shall be in whole or in part for consideration other than cash, Tenant shall have the right to pay in cash the fair market value of such non-cash consideration). If Tenant does not unconditionally exercise its elects to so purchase the Subject Premises, Tenant shall give to Landlord written notice thereof (“Acceptance Notice”) and closing shall be held within thirty (30) days after the date of the Acceptance Notice, whereupon Landlord shall convey the Subject Premises to Tenant. At closing Landlord shall deliver to Tenant a special warranty deed (or local equivalent) as to the Subject Premises, sufficient to convey to Tenant fee simple title to the Subject Premises free and clear of all liens, restrictions and encumbrances, except for the Permitted Encumbrances, liens or encumbrances created, suffered or consented to in writing by Tenant or arising by reason of the failure of Tenant to have observed or performed any term, covenant or agreement herein to be observed or performed by Tenant, the lien of any Impositions then affecting the Leased Premises, this Lease and, if the Subject Premises are to be conveyed subject to the outstanding balance of the Loan, the Mortgage and all other Loan documents. This right of first offer/refusal within shall continue as to all portions of the ten (10) business day period specified in Section 32(b) above, then Leased Premises until such time as such portions shall have been sold by Landlord shall be free to lease the space described in party making the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresor its assignee(s); provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional this right of first offer/refusal shall not be transferable by Tenant other than to lease an affiliate of Tenant that becomes the First tenant hereunder. In the event Tenant shall elect not to so purchase the Subject Premises, Landlord may thereafter sell the Subject Premises which are the subject of the Offer Space on such only to the party making the Offer or its assignee(s) and only in accordance with the terms thereof, unless a further Offer is submitted to Tenant in accordance with this Paragraph 33 (except that Landlord would so accept may negotiate a five percent (5%) price reduction from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those that set forth in the Second Chance Refusal NoticeOffer and an extension of the closing date by six (6) months from that set forth in the Offer without having to re-offer the Leased Premises to Tenant). If To prevent Landlord does lease such First Offer Space from defeating the rights of Tenant under this Pxxxxxxxx 00, Xxxxxxxx agrees that Landlord will at no time following the eighteenth month following the Commencement Date accept an offer to purchase all or any portion of the Leased Premises together with any other property (except other property which is leased to Tenant or an affiliate of Tenant) unless a third (3rd) party tenant pursuant separate purchase price is specified for the Leased Premises which bears the same relationship to the terms total purchase price in such offer as the fair market value of the Leased Premises bears to the fair market value of all property included in such offer and conditions such offer is otherwise structured so that Tenant may accept as to the Leased Premises only. In no event shall the provisions of this Section 32(c) above, Paragraph 33 or the rights and privileges of Tenant shall have no further right under this Paragraph 33 be construed as limiting in any manner any other rights granted elsewhere in this Lease Agreement to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party leaseTenant. Notwithstanding anything to the contrary contained herein, Tenant must elect the provisions of this Paragraph 33 shall not apply to exercise (i) any sale or conveyance of the Leased Premises in foreclosure, trustee’s sale, (or similar proceeding) of a bona-fide mortgage or deed of trust or to any conveyance in lieu of foreclosure or in lieu of trustee’s sale of such a mortgage or deed of trust or to any other succession of Lender or its right designee to ownership or transfer after foreclosure or deed-in-lieu to any affiliate of first offer/ refusalLender, if at all(ii) any sale, conveyance, alienation, mortgage, encumbrance, pledge or transfer of the beneficial ownership interest, membership interest or other equity interest in Landlord, or the change of the trustee, manager or other controlling person of the Landlord or (iii) any mortgage, pledge or encumbrance of Landlord’s fee interest in the Leased Premises. If Landlord shall obtain an Offer with respect to a sale or conveyance of all or any portion of the space offered by Landlord Leased Premises, and sells the Leased Premises (to Tenant at or anyone else) Tenant hereby acknowledges and consents as follows: (i) any particular timesuch sale or conveyance during any period in which the Loan may not be prepaid or defeased, as the case may be, shall be subject to the outstanding balance of the Loan, and, if Tenant shall be entitled to, and shall, exercise its rights under this Paragraph 33, the Loan, Note, Mortgage and other Loan documents will be assumed by Tenant, and the lien of the Mortgage may not be released during such period; (ii) such sale shall be in accordance with and subject to the terms and provisions of the Note and Mortgage, whether such purchase contemplates the purchase of the Leased Premises subject to the lien of the Mortgage or for a release of the lien of the Mortgage; and (iii) if the lien of the Mortgage is not released in connection with such sale of the Leased Premises, and if Tenant acquires the Leased Premises, no merger of title shall occur and this Lease and the Guaranty of this Lease will remain in full force and effect in accordance with their terms. If Tenant shall have agreed to purchase the Subject Premises pursuant to an Offer under which the third party offeror was to acquire the Subject Premises under and subject to the lien of the Mortgage, and if such purchase by Tenant of the Subject Premises shall occur at a time when the Loan may be prepaid or defeased, as the case may be, Tenant may not elect purchase the Subject Premises for cash free and clear of the Mortgage but only if (i) the cash portion of the Offer is increased by an amount equal to lease the principal and interest secured by the Mortgage, and (ii) Tenant pays (in addition to the purchase price) all prepayment premiums or defeasance deposits, yield maintenance amounts, satisfaction fees and other sums which become owing as a result of such prepayment or defeasance, as the case may be; all to the end and effect that Landlord will net the same amount as Landlord would have netted had the Subject Premises been sold under and subject to the lien of the Mortgage, pursuant to the Offer. The rights and obligations of this Section 33 apply only a portion thereofto the original Tenant under this Lease and any affiliate of Tenant that becomes tenant hereunder and any attempted assignment or transfer by the original Tenant shall be void and of no force or effect.

Right of First Refusal. Subject to then-existing renewal or expansion options or other preferential rights of other tenants, if Landlord receives a Third Party Offer to lease any of the remaining space on floor 16-North in the Building (the “Refusal Space”) and Landlord is willing to accept the terms of such Third Party Offer, Landlord shall offer to lease to Tenant the Refusal Space on the same terms and conditions as the Third Party Offer; such offer shall (a) be in writing, (b) specify the part of the Refusal Space being offered to Tenant here under (the “Designated Refusal Space”), (c) specify the rent to be paid for the Designated Refusal Space, and (d) contain the basic terms and conditions of the Third Party Offer and the date on which the Designated Refusal Space shall be included in the Premises (the “Refusal Notice”). The Refusal Notice shall be substantially similar to the Refusal Notice attached to this Exhibit. Tenant shall notify Landlord in writing whether Tenant elects to lease the Designated Refusal Space subject to the Third Party Offer on the same terms and conditions as the Third Party Offer in the Refusal Notice, within seven days after Landlord delivers to Tenant the Refusal Notice. If Tenant does timely elects to lease the Designated Refusal Space within such seven-day period, Landlord and Tenant shall execute an amendment to the Lease, effective as of the date the Designated Refusal Space is to be included in the Premises, on the same terms as the Lease, as amended by this Amendment, except (1) the Basic Rent and parking charges shall be the amounts specified in the Refusal Notice, (2) the term for the Designated Refusal Space shall be that specified in the Refusal Notice, (3) Tenant shall lease the Designated Refusal Space in an “AS-IS” condition, (4) Landlord shall not unconditionally be required to perform any work therein, (5) Landlord shall not provide to Tenant any allowances other than those contained in the Third Party Offer (e.g., moving allowance, construction allowance, and the like) if any, and (6) other terms set forth in the Lease which are inconsistent with the terms of the Refusal Notice shall be modified accordingly. Within five business days of Tenant’s delivery of its executed counterpart of such amendment, Tenant shall deliver a replacement Tenant’s Letter of Credit with the Tenant’s Letter of Credit Amount equal to the then-current Tenant’s Letter of Credit Amount plus $4.50 per rentable square foot of space in the Designated Refusal Space. Notwithstanding the foregoing, if the Refusal Notice includes space in excess of the Refusal Space, Tenant must exercise its right hereunder, if at all, as to all of the space contained in the Refusal Notice. If Tenant fails or is unable to timely exercise its right hereunder with respect to the Designated Refusal Space, such right shall lapse, time being of the essence with respect to the exercise thereof, and, subject to the limitations hereinafter provided, Landlord may lease all or a portion of the Designated Refusal Space to third parties on such terms as Landlord may elect. Landlord shall not be obligated to re-offer the Designated Refusal Space to Tenant unless Landlord fails to enter into a Lease Agreement with respect to the Designated Refusal Space with the same party (or an affiliate of the same party) that provided the Third Party Offer within 180 days after the date of the Refusal Notice. For purposes hereof, if a Refusal Notice is delivered for less than all of the Refusal Space but such notice provides for an expansion, right of first offerrefusal, or other preferential right to lease some of the remaining portion of the Refusal Space, such remaining portion of the Refusal Space shall thereafter be excluded from the provisions of this Exhibit. Unless otherwise agreed in writing by Landlord and Tenant’s real estate broker, in no event shall Landlord be obligated to pay a commission with respect to any space leased by Tenant under this Exhibit, and Tenant and Landlord shall each indemnify the other against all costs, expenses, attorneys’ fees, and other liability for commissions or other compensation claimed by any broker or agent claiming the same by, through or under the indemnifying party. Tenant’s rights under this Exhibit shall terminate, at Landlord’s option, if (a) an Event of Default exists as of the date of Tenant’s exercise of its rights under this Exhibit or as of the effective date of the addition of the Designated Refusal Space to the Premises, (b) the Lease or Tenant’s right to possession of any of the Premises is terminated, (c) Tenant assigns its interest in the Lease to a party other than a Permitted Transferee or sublets any portion of the Premises, (d) Tenant fails to lease from Landlord at least the same number of rentable square feet leased to Tenant as of the date of this Amendment and to occupy at least 13,322 rentable square feet of space, (e) Landlord determines, in its sole but reasonable discretion, that Tenant’s financial condition or creditworthiness has materially deteriorated since the date of this Amendment, (f) Tenant fails to timely exercise its option under this Exhibit, time being of the essence with respect to Tenant’s exercise thereof, or (g) less than one full calendar year remains in the current Term, as extended by this Amendment. Before Landlord makes a determination under clause (e) to terminate this Exhibit, Landlord shall first provide Tenant with a period of 30 days to provide alternative credit support sufficient to address the credit concerns of Landlord. If such alternative credit support is provided and acceptable to Landlord, this Exhibit shall remain in full force and effect. Tenant’s rights under this Exhibit shall not apply to leases that allow tenants in the Building to use such space as unfinished storage area and other temporary leases to provide temporary space to tenants that ultimately will occupy other space in the Building on a permanent basis, any management space, tenant relocation space and other building space/refusal amenities (conference center, fitness center, etc.). FORM OF REFUSAL NOTICE [Insert Date of Notice] BY FACSIMILE AND [FEDEX] Mimecast North America, Inc. 000 Xxxxxxxx Xx. Xxxxxxxxx, XX 00000 Attention: Xxxx Xxxxx Re: Amendment No. 2 (the “Amendment”) dated April _, 2017, between PCPI UT OWNER, LP, a Delaware limited partnership (“Landlord”), and MIMECAST NORTH AMERICA, INC., a Delaware corporation (‘Tenant’). Capitalized terms used herein but not defined shall be given the meanings assigned to them in the Amendment unless otherwise indicated. Ladies and Gentlemen: Pursuant to the Right of First Refusal attached to the Amendment, this is a Refusal Notice on Suite .The basic terms and conditions are as follows: LOCATION: SIZE: rentable square feet BASIC RENT RATE: $ per month TERM: IMPROVEMENTS: COMMENCEMENT: PARKING TERMS: OTHER MATERIAL TERMS: Under the terms of the Right of First Refusal, you must exercise your rights, if at all, as to the Designated Refusal Space on the depiction attached to this Refusal Notice within seven days after Landlord delivers such Refusal Notice. Accordingly, you have until 5:00 p.m. local time on , 201 , to exercise your rights under the ten (10) business day period specified in Section 32(b) aboveRight of First Refusal and accept the terms as contained herein, then failing which your rights under the Right of First Refusal shall terminate and Landlord shall be free to lease the space described Designated Refusal Space to any third party. If possible, any earlier response would be appreciated. Please note your acceptance of this Refusal Notice shall be irrevocable and may not be rescinded. Upon receipt of your acceptance herein, Landlord and Tenant shall execute an amendment to the Lease memorializing the terms of this Refusal Notice including the inclusion of the Designated Refusal Space in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresPremises; provided, however, that when the failure by Landlord receives a request for proposal that Landlord would seriously consider for and Tenant to execute such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord amendment shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with not affect the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt inclusion of such Second Chance Designated Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth Space in the Second Chance Premises in accordance with this Refusal Notice. If THE FAILURE TO ACCEPT THIS REFUSAL NOTICE BY (1) DESIGNATING THE “ACCEPTED” BOX, AND (2) EXECUTING AND RETURNING THIS REFUSAL NOTICE TO LANDLORD WITHOUT MODIFICATION WITHIN SUCH TIME PERIOD SHALL BE DEEMED A WAIVER OF TENANT’S RIGHTS UNDER THE RIGHT OF FIRST REFUSAL, AND TENANT SHALL HAVE NO FURTHER RIGHTS TO THE DESIGNATED REFUSAL SPACE. THE FAILURE TO EXECUTE THIS LETTER WITHIN SUCH TIME PERIOD SHALL BE DEEMED A WAIVER OF THIS REFUSAL NOTICE. Should you have any questions, do not hesitate to call. Sincerely, CBRE, INC., on behalf of Landlord does lease such First Offer Space to By: Name: Title: [please check appropriate box] ACCEPTED ☐ REJECTED ☐ MIMECAST NORTH AMERICA, INC., a third Delaware corporation By: Name: Title: Date: Enclosure [attach depiction of Designated Refusal Space] EXHIBIT F FORM OF LETTER OF CREDIT [BANK LETTERHEAD] , 2017 IRREVOCABLE LETTER OF CREDIT NO. PCPI UT Owner, LP c/o Parallel Capital Partners, Inc. 0000 Xxxxxxxx Xxxxxx Xxxxxxxxx Xxx Xxxxx, XX 00000 Attention: Xxxxxxx X. Xxxx and/or Xxxxx X. Xxxxxxxxxxx Ladies and Gentlemen: , a national banking association (3rd“Bank”), of , hereby issues its Irrevocable Tenant’s Letter of Credit in favor of PCPI UT OWNER, LP, a Delaware limited partnership, and/or its successors and assigns (“Landlord”) party tenant pursuant for the account of MIMECAST NORTH AMERICA, INC., a Delaware corporation (“Tenant”) up to the aggregate amount of $75,000, available at sight by the drafts of Landlord on Bank. Drafts drawn on this Tenant’s Letter of Credit will be honored when presented, accompanied only by a letter or certificate purportedly signed by a representative of Landlord stating Landlord is entitled to draw on this Tenant’s Letter of Credit under the terms of Amendment No. 2, dated as of April , 2017, between Landlord and conditions Tenant. Multiple and partial draws shall be permitted hereunder. This Tenant’s Letter of this Section 32(c) above, Tenant Credit is transferable. Bank shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord look solely to Tenant at for payment of any particular time, and Tenant may fee for such transfer. Such payment is not elect a condition to lease only a portion thereoftransfer.

Right of First Refusal. If Subject to the rights of any tenants of the Building existing as of the date of this Lease, provided this Lease is then in full force and effect, there exists no Default, there is no sublease of any portion of the Premises or assignment of any of Tenant’s interest in this Lease, then, commencing on the date of this Lease and continuing through the last day of the thirty-sixth (36th) month of the Term, Landlord hereby grants Tenant does not unconditionally exercise its right of first refusal to lease all (but not a portion) of the approximately 8,001 square feet of Rentable Floor Area commonly known as Suite 1218-D of the Building and shown on Exhibit A hereto (the “ROFR Space”), upon the other terms and conditions set forth herein. If Landlord receives an offer from a third party to lease the ROFR Space, upon terms and conditions and at a rental rate acceptable to Landlord, Landlord shall give Tenant written notice thereof, offering to lease the applicable ROFR Space (or the applicable portion thereof) to Tenant upon the terms and conditions and at the greater of: (i) the rental rate contained in such third party offer/refusal within ; provided, however, in the ten event any such third party offer contains any tenant improvement allowance (10) business day period or any similar tenant inducement), such inducement shall be proportionately reduced to reflect the amount of Term left on this Lease relative to the amount of term specified in Section 32(bsuch third party offer; or (ii) abovethe rental rate then applicable to the Premises hereunder with corresponding escalations. In no event shall Tenant be permitted to lease less than all of the ROFR Space. Tenant shall have five (5) Business Days to accept or reject such offer. If Tenant rejects such offer or fails to respond within said five (5) Business Day period, then Landlord shall be free entitled to lease the rent said space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third party on such terms and conditions. If Tenant accepts said offer, then Tenant shall have leased such space upon applicable terms set forth in this Special Stipulation 4. The Rent for said ROFR Space shall commence on the earlier to occur of (3rdi) party tenant thirty (30) days after the Landlord delivers possession of such space to Tenant for Tenant’s installation of its leasehold improvements, or (ii) the date Tenant occupies such spaceROFR Space. If Tenant leases the ROFR Space, Landlord shall first deliver written notice prepare an amendment to reflect the addition of the ROFR Space to the Premises. Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on shall execute and return such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice amendment to Landlord within seven fifteen (715) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not same, but an otherwise valid exercise of the within right of first refusal to lease such space, in which case Landlord ROFR Space shall be entitled to lease fully effective whether or not such space to any third amendment is executed. Landlord and Tenant hereby acknowledge and agree that this Right of First Refusal is an ongoing Right of First Refusal through the thirty-sixth (3rd36th) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all month of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofTerm.

Right of First Refusal. If Provided Tenant does is not unconditionally exercise its right then in default of first offer/refusal within any material covenant of this Lease (including, without limitation, the ten (10obligation to pay Basic Rent and/or Operating Expenses) business day period specified in Section 32(b) aboveafter the expiration of the applicable cure period, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal and provided further that Landlord would seriously consider has not previously entered into a lease for such space prior to the execution of this Lease, Landlord hereby grants Tenant the one time right ("First Right") to lease space in Landlord's adjacent building at 100 Theory, Irvine California which is depicted on Exhibit A-1 hereto ("First Right Space") in accordance with and subject to the provisions of this Section 2.5. At any time after the date of this Lease, but prior to leasing the First Right Space, or when any portion thereof, to any third party, if Landlord issues has reached a proposal tentative agreement (which may be a nonbinding, tentative agreement) to lease any of the First Right Space to a third (3rd) party tenant for such spaceparty, Landlord shall first deliver give Tenant written notice describing the space (the "Designated First Right Space") and the basic economic terms including but not limited to Tenant the Basic Rent, term, operating expense base, if any, and tenant improvement allowance (“Second Chance Refusal Notice”) providing Tenant with collectively, the additional right of first offer/refusal "Economic Terms"), tentatively agreed upon for such lease, provided that the Economic Terms shall exclude brokerage commissions and other Landlord payments that do not directly inure to the tenant's benefit. It is understood that should Landlord intend to lease other space in addition to the First Offer Right Space on as part of a single transaction, then Landlord's notice shall so provide and all such terms that Landlord would so accept from a third space shall collectively be subject to the following provisions. Within five (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (75) business days after Tenant’s receipt of Landlord's notice, Tenant must give Landlord written notice pursuant to which Tenant shall elect to (i) lease all, but not less than all, of the Designated First Right upon such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not Economic Terms and the same non-Economic Terms as set forth in this Lease; (ii) refuse to lease the Designated Space, specifying that such spacerefusal is not based upon the Economic Terms, but upon Tenant's lack of need for the Designated Space, in which case Landlord event Tenant's First Right as to the Designated First Right Space shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms terminated and conditions of this Section 32(c) above, Tenant shall have no further right to force and effect and Landlord may lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.the

Right of First Refusal. If Tenant does not unconditionally exercise its right of first offer/refusal within the ten (10) business day period specified in Section 32(b) above, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant Subject to the terms and conditions set forth in this paragraph, commencing on the first day of this Section 32(c) aboveMonth 12 of the Lease Term, Tenant shall have no further a continuous and irrevocable right of first refusal to lease any additional space within Building A-1 and Building B of Kirkland 405 Corporate Center as shown on Exhibit B attached hereto (“ROFR Space”). In order to exercise such First Offer right of first refusal; (a) as of the date that Landlord provides Tenant with the notice triggering the right of first refusal, and as of the Commencement Date applicable to the ROFR Space, there shall be no Event of Default by Tenant under this Lease; and (b) at no point in time prior to the Commencement Date applicable to the ROFR Space until shall Tenant have assigned or subleased more than twenty-five percent (25%) of the expiration rentable square footage of the Premises or earlier termination the ROFR Space to another party (except for Permitted Transfers under subparagraph 4.16.7). If Landlord receives a bona fide offer to lease any ROFR Space or before Landlord makes an offer to a third party to lease any ROFR Space, Landlord shall promptly notify Tenant in writing of the terms of such third offer, including the commencement date, base rent, tenant improvements, and all other basic business terms. Tenant shall then have ten (3rd10) party lease including any renewal or extension Business Days from receipt of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect notice to exercise its right of first offer/ refusal. If Tenant exercises its right of first refusal to lease the ROFR Space, if at allit shall thereafter lease the ROFR Space under the terms of this Lease as supplemented by the terms set forth in Landlord’s notice triggering the right of first refusal. If Tenant does not exercise its ongoing right of first refusal within the time allotted, Landlord shall have ninety (90) calendar days to execute a lease with respect a third party on terms substantially similar to all those offered to Tenant, adjusted to take into account the financial status of the space offered by proposed tenant, any credit enhancements, lease concessions or other modifications to the proposed lease terms. If after ninety (90) calendar days Landlord has failed to Tenant at any particular timeexecute a lease for the ROFR Space, and Tenant may not elect to lease only a portion thereofTenant’s ROFR shall be reinstated.

Right of First Refusal. If Provided this Lease is in full force and effect and has not otherwise expired or been terminated in accordance with the terms hereof, and further provided that Tenant does is not unconditionally exercise its then in default beyond any applicable notice and cure period provided for hereunder, Tenant shall have an ongoing right of first offer/refusal (the “Right of First Refusal”) to lease the parking area marked as #3 in exhibit A (the “Additional Space”). which if offered by Landlord for lease to third party tenants after the date of this Lease and prior to the expiration or sooner termination of the Term of this Lease (as such term may be extended as provided herein) in accordance with the provisions set forth below. If Landlord receives a bona fide offer (the “Offer”) from a third party to lease the Additional Space, and the Offer is acceptable to Landlord, Landlord shall, prior to acceptance of the Offer, provide Tenant with the terms of the Offer in writing (the “Offer Notice”). Tenant shall respond to Landlord in writing within the ten (10) business day period specified in Section 32(b) above, then Landlord shall be free days after Xxxxxx’s receipt of the Offer Notice as to Tenant’s decision either to lease the space described in Additional Space or to waive its rights hereunder. Time is of the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right essence of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall applythis provision. Tenant’s failure to elect notify Landlord within such time shall be deemed an immediate waiver of Tenant’s rights to lease such Additional Space. If Tenant timely notifies Landlord that it desires to lease the First Additional Space covered by the Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Notice, Landlord shall be deemed to constitute Tenant’s election not to thereupon lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Additional Space to a third Tenant (3rdand Tenant shall accept such Additional Space) party tenant pursuant to for the remainder of the Term of this Lease (as such term may be extended as provided herein) upon the same terms and conditions of as contained in this Section 32(c) aboveLease, Tenant except that the License Fee payable for such Additional Space shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything be equal to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of License Fee listed in the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofoffer notice.

Right of First Refusal. If Tenant does not unconditionally exercise its Optionor receives a bona fide good faith offer from an unaffiliated third party (herein, an “Offeree”) to purchase the entire Property, including, without limitation, in connection with Optionor’s effort to market the Property for sale in accordance with Section 6 hereof (the “Offer”) at any time during the “ROFR Term” (as defined below), then, subject only to Optionee’s right of first offer/refusal within contained in this Section 4, Optionor shall have the ten right to convey the Property to such Offeree during the term of this Agreement. If Optionor desires to accept the Offer form such Offeree, Optionor shall first give written notice (10the “ROFR Notice”) business day period specified thereof to the Operating Partnership (the date the ROFR Notice is received by the Operating Partnership is referred to as the “Notice Date”), which ROFR Notice shall include the name of the Offeree, the proposed purchase price for the Property and the other material economic terms of the proposed transfer (collectively, the “Acquisition Terms”). The Operating Partnership shall have 30 days from the Notice Date to give written notice to Optionor (the “OP Notice”) of its election to acquire the Property for the same purchase price and on substantially the same Acquisition Terms. Notwithstanding anything to the contrary in this Agreement, from and after Optionee’s receipt of any such ROFR Notice, Optionee shall not have the right to exercise its Option pursuant to Section 32(b) above3 hereof, then Landlord except as otherwise provided below. If the Operating Partnership fails to make such election on a timely basis, the Operating Partnership’s rights under this Section 4 shall expire and be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresof no further force or effect; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal rights under this Section 4, and Optionee’s right to a third (3rd) party tenant for such spaceexercise its Option pursuant to Section 3 hereof, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant each be revived and reinstated in favor of the Operating Partnership in the event Optionor has not, within 180 days following the Notice Date, consummated the transaction with the additional applicable Offeree on terms which are generally as good or more favorable to Optionor than the Acquisition Terms offered to Optionee. The term of the right of first offer/refusal to lease contained in this Section 4 shall commence upon the First Offer Space consummation of the IPO and shall expire on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant this Agreement terminates pursuant to Section 7 below (the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof“ROFR Term”).

Right of First Refusal. If Throughout the Term of this Lease. Tenant does not unconditionally exercise its shall have the continuing right of first offer/refusal within to lease contiguous space located on the ten 25th floor of the Building as such space becomes available for lease (10the “First Refusal Space”). None of such First Refusal Space shall be deemed available for lease if the existing tenant thereof elects to renew or extend the term of its lease through the exercise of a renewal option set forth therein. If the existing tenant so elects, Landlord and the existing tenant may negotiate the terms and conditions of such renewal option but only with respect to the economics of the renewal and not with respect to the term of such renewal. The precise size and configuration of the First Refusal Space shall be as reasonably determined by Landlord and shall be subject to the exiting requirements then imposed by the applicable Governmental Authorities with jurisdiction over the Premises. On each occasion during the Term of this Lease that Landlord receives a Third Party Offer (as hereinafter defined) for the First Refusal Space and prior to leasing the First Refusal Space to any third party, Landlord shall first deliver to Tenant a redacted copy of such Third Party Offer specifying the material business day period terms and conditions upon which such third-party has proposed to lease the First Refusal Space and which Landlord is willing to accept (the “Availability Notice”). Tenant shall then have 5 Business Days after its receipt of the Availability Notice in which Tenant may give Landlord notice of Tenant’s acceptance of the First Refusal Space which, if there are less than five (5) years remaining in the then applicable Term of this Lease, shall be on the same terms and conditions (including the term of the lease for the First Refusal Space as set forth in the Availability Notice, which may not be coterminous with the Term of this Lease) specified in Section 32(bthe Availability Notice (the “Acceptance Notice”). If there is five (5) aboveyears or more remaining in the then applicable Term of this Lease. Tenant’s acceptance of the First Refusal Space, if at all, shall be on the terms and conditions specified in the Availability Notice except that Tenant may specify in its Acceptance Notice that the term for the First Refusal Space is acceptable to Tenant as expressly set forth in the Availability Notice or that Tenant desires the term for the First Refusal Space to be coterminous with the then applicable Term of this Lease. If Tenant so specifies and the then remaining Term of this Lease is longer or shorter than the term stated in the Availability Notice for the First Refusal Space. Landlord, within a reasonable time after receipt of the Acceptance Notice, by written notice, will reasonably adjust any concessions and/or rental rate(s) stated in the Availability Notice to reflect the equivalent Landlord net effective return as set forth in the original Availability Notice, using a 10% interest rate, and shall deliver same to Tenant. Prior to giving the Availability Notice to Tenant and for 5 Business Days thereafter, Landlord shall not enter into any lease of the First Refusal Space with any other person. If during such 5 Business Day period Tenant gives Landlord an Acceptance Notice, Landlord and Tenant shall then promptly and at Landlord’s enter into an amendment of this Lease incorporating the terms of the Acceptance Notice. After expiration of such 5 Business Day period, if Tenant has not given Landlord a timely Acceptance Notice, then Landlord shall be free to lease the space described in the First Offer Notice Refusal Space to anyone to whom Landlord desires any other person or entity on any terms Landlord desires; provided, however, that when Landlord receives and conditions which are not materially less favorable (meaning 15% on a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rdnet effective basis) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those as set forth in the Second Chance Refusal NoticeThird Party Offer. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions For purposes of this Section 32(c) aboveARTICLE 30, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereof.term “

Right of First Refusal. If (a) Provided that (i) no default has occurred and is then continuing beyond any applicable notice and cure period, and (ii) Tenant does not unconditionally exercise its originally named herein or a Permitted Transferee remains in possession of a majority of the Leased Premises throughout the Lease Term, and subject to Landlord's right to renew or extend the lease term of any other tenant with respect to the portion of the Refusal Space now or hereafter leased by such other tenant, Tenant shall have an on-going right of first offer/refusal within ("Refusal Option") to lease additional space in the Building located contiguous to the Leased Premises ("Refusal Space"). Prior to entering into any lease that includes all or any portion of the Refusal Space, Landlord shall notify Tenant in writing ("Landlord's Notice") of Landlord's receipt of an arms-length offer to lease such space that Landlord is willing to accept from a bona fide third party offeror ("Bona Fide Offer") and setting forth the material terms of the Bona Fide Offer and such other terms as are herein provided. If the Bona Fide Offer includes space in the Building in addition to the Refusal Space, then the Refusal Space shall be deemed to include, and this Refusal Option shall be deemed to apply to, all of the space included in the Bona Fide Offer. Tenant shall have ten (10) business day days after Tenant receives Landlord's Notice in which to notify Landlord in writing of its election to lease the Refusal Space upon the terms set forth in Landlord's Notice. If Tenant declines to exercise this Refusal Option or fails to give such written notice within the time period specified required, Tenant shall be deemed to have waived this Refusal Option, and thereafter, except as provided in Section 32(b(c) abovebelow, then this Refusal Option shall be void and of no further force or effect, and Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the bona fide offeror or any other third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, with respect to all of the space offered by Landlord to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofparty.

Right of First Refusal. If Provided that no default beyond any applicable notice and cure periods shall have occurred under this Lease, the Landlord grants to the Tenant does not unconditionally exercise its a right of first offer/refusal refusal, exercisable from the date hereof and continuing through one (1) year prior to the expiration of the term of this Lease, unless Tenant, prior to such one (1) year, elects to renew the term hereof as provided in Paragraph 2B hereof, inclusive, to lease the Expansion Premises as described on Exhibit "A-1" attached hereto and made a part hereof upon the terms herein provided (the "Right of First Refusal Term"). If during the Right of First Refusal Term the Landlord shall receive a BONA-FIDE third-party offer to lease all or a portion of the Expansion Premises ("Third Party Offer"), then Landlord shall advise Tenant, in writing, of Landlord's intention to accept such Third Party Offer and shall furnish to Tenant all of the basic terms and conditions of such Third Party Offer (the "Landlord's Notice"). Tenant shall thereafter have the option, within the ten (10) business day period specified in Section 32(b) abovedays following Tenant's receipt of Landlord's Notice, then Landlord shall be free to exercise its Right of First Refusal to lease not less than all of the space described entire Expansion Premises (notwithstanding a Third Party Offer for the lease of less than all of the Expansion Premises) by giving notice of its election to exercise its Right of First Refusal in writing to Landlord (the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to "Tenant's Acceptance"). If Tenant (“Second Chance Refusal Notice”) providing Tenant with timely exercises the additional right of first offer/refusal to lease the First Offer Space on such terms that refusal, Landlord would so accept from a third and Tenant shall, within five (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (75) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed thereafter, enter into an amendment to constitute Tenant’s election not to lease such spacethis Lease affirming the covenants and conditions contained in this Lease, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable except that the amendment, with respect to the third (3rd) party than those set forth in Expansion Premises shall contain the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the applicable business terms and conditions of this Section 32(c) above, as contained in the Third Party Offer. If Tenant shall have no further right to lease such First Offer Space until the expiration waives or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect fails to exercise its right of first offer/ refusal, if at all, with respect to the Landlord may then lease all or such portion of the space offered by Expansion Premises to any other party, including the third party offerer on the same terms and conditions set forth in the Landlord's notice and the Right of First Refusal shall thereafter be terminated on a self- effectuating basis and be of no further force or effect until the third party lease expires (after all elected renewal terms thereof) Notwithstanding the immediately preceding sentence, Landlord may, additionally, request the Tenant to Tenant at any particular time, execute a written certification of the lapse and Tenant may not elect to lease only a portion thereoftermination of the Right of First Refusal as herein contained.

Right of First Refusal. If If, prior to the expiration or sooner termination of the Term of this Lease, (a) Landlord receives an offer to lease the 26,802 rentable square foot premises located on the third floor of the Building and shown on Exhibit A-2 hereto or (b) Landlord receives an offer to lease the 1,773 rentable square foot area adjacent to the Premises which is known as Suite 206 (either space shall be referred to as the "Refusal Space"), which Landlord desires to accept, and provided that Tenant is not in default, Landlord shall give Tenant written notice of such offer, setting forth the rental rate and all other terms and conditions of such offer, and Tenant shall have the exclusive first right and option to lease the Refusal Space by giving written notice to Landlord of its intention to lease the Refusal Space within three (3) business days after such notice, at the same price and on the same terms of any such offer, it being understood that in the event Tenant does not unconditionally give notice of its intention to exercise its said right of first offer/refusal and option to lease within the ten said three (103) business day period specified in Section 32(b) aboveperiod, then Landlord shall be free to lease the space described Refusal Space upon the same terms and conditions given to Tenant, and in the First Offer Notice event the Refusal Space is not leased for any reason, Tenant shall have, upon the same conditions and notice, the continuing right and option to anyone lease the same upon the terms of any subsequent offer or offers to whom Landlord desires on any terms Landlord desires; providedlease. The termination of Tenant's right of first refusal for the Refusal Space for nonexercise, is automatic and self-executing, however, that when Tenant shall upon request, execute and deliver to Landlord receives a request for proposal that Landlord would seriously consider for release of such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) partyand option. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) above, Tenant shall have no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, Tenant must elect to exercise its right of first offer/ refusal, if at all, refusal with respect to all Suite 206 shall be subordinate and subject to, the rights of the space offered by Landlord to Tenant at any particular timeexisting tenant of Suite 206, and Tenant may not elect an offer to lease only by such tenant shall not activate a portion thereofright of first refusal in favor of Xxxxxx.

Right of First Refusal. If Provided that Tenant does is not unconditionally exercise its right then in default beyond any applicable cure period under Section 24, Tenant will also have an ongoing Right of first offer/refusal First Refusal on all remaining space within the Building (the “ROFR”). If, during the term of the ROFR, Landlord receives a bona fide offer or letter of intent to lease any space within the Building (the “Additional Space”)(the “Offer”), and Landlord desires to accept the Offer, then Landlord shall deliver to Tenant written notice of Landlord’s intention to accept the Offer (the “Notice”), together with a copy of the Offer certified by Landlord to be a true and complete copy (such copy may have the identity of the offeror or omitted). Tenant shall then have ten (10) business day period specified in Section 32(b) abovedays, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal to a third (3rd) party tenant for such space, Landlord shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant beginning with the additional right date of first offer/refusal delivery of the Notice, in which to lease the First Offer Space on such terms that notify Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt writing of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled amend this Lease to lease such space to any third (3rd) party incorporate the Additional Space into this Lease on terms no more favorable identical to the third (3rd) party than those set forth in the Second Chance Refusal NoticeOffer. If Tenant exercises the ROFR by written notice given to Landlord does lease within such First Offer ten (10)-day period, then Landlord and Tenant shall enter into an amendment to this Lease to incorporate into his Lease the Additional Space in accordance with the provisions of said Offer. If, within ten (10) days of delivery by Landlord to a third (3rd) party tenant Tenant of the Notice, Tenant has failed to exercise the ROFR pursuant to the terms and conditions of this Section 32(c) aboveSection, Tenant then the ROFR shall have be null, void and of no further right to lease such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything force and effect whatsoever as it applies to the contrary contained hereinAdditional Space, Tenant must elect to exercise its right of first offer/ refusal, if at all, provided that Landlord and the tenant that submitted the Offer enter into a binding lease in accordance with respect to all the Offer terms within 120 days after the date of the space offered by Landlord Notice. The ROFR shall not apply to Tenant at any particular time, and Tenant may not elect options to lease only a portion thereofextend that are currently contained in any existing leases.

Right of First Refusal. If Provided Tenant does is not, and has not unconditionally been, in default if its obligations under this Lease, and if Landlord receives an offer to lease space on the first floor of the Building, Tenant shall have a Right of First Refusal to lease such space notwithstanding provisions to the contrary in this Section. In the event Landlord receives a bona fide offer to lease from an initial third party, Landlord will notify Tenant and Tenant shall have five (5) business days to notify Landlord in writing of Tenant’s desire to exercise its right Right of first offer/refusal First Refusal, on the same terms and conditions as the offer to lease that Landlord has received. In the event Tenant fails to give Landlord notice of Tenant’s election to lease the adjacent space within the ten (10) business day period specified in Section 32(b) abovesuch time period, then Landlord shall be free to lease the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desires; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal premises to a third party and Tenant’s Right of First Refusal shall continue to be in effect. If, on the other hand, Tenant exercises its Right of First Refusal in the manner provided above, Tenant shall immediately deliver to Landlord payment for the first month’s rent and security deposit for the adjacent premises (3rd) party tenant in the same manner as provided for in this Lease), and the lease of such space, Landlord expansion premises shall first deliver written notice to Tenant (“Second Chance Refusal Notice”) providing Tenant be consummated without delay in accordance with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven (7) business days after Tenant’s receipt of such Second Chance Refusal Notice from Landlord shall be deemed to constitute Tenant’s election not to lease such space, in which case Landlord shall be entitled to lease such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to offer, the terms and conditions of which shall be made a part of this Section 32(c) above, Tenant shall have no further right Lease by an appropriate amendment to lease this Lease to incorporate such First Offer Space until the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party leaseterms. Notwithstanding anything to the contrary contained hereinherein contained, Tenant’s right to the expansion premises shall be conditioned upon the following: (i) at the time Tenant agrees to accept the expansion premises and at the time of the commencement of the term for the expansion premises, Tenant must elect shall be in possession of and occupying the primary premises for the conduct of its business therein and the same shall not be occupied by any assignee, subtenant or licensee and, provided further, that the option for additional space shall be applicable hereunder only if the expansion premises will actually be occupied by Tenant and (ii) the agreement of acceptance shall constitute a representation by Tenant to exercise its right of first offer/ refusalLandlord, if at all, with respect to all effective as of the space offered by Landlord date of the agreement of acceptance and as of the date of commencement of the lease for the expansion premises, that Tenant intends to Tenant at any particular time, and Tenant may not elect to lease only a portion thereofuse the expansion premises for Tenant’s purposes in the conduct of Tenant’s business therein.

Right of First Refusal. If Notwithstanding anything in the Lease to the contrary, provided no Tenant does default has occurred and is continuing hereunder and provided Tenant has not unconditionally exercise its assigned this Lease nor sublet all or any portion of the Premises, Tenant shall have a continuing right of first offer/refusal to Lease the space within the ten Building immediately adjacent to the 2006 Revised Premises as more: particularly described on Exhibit A-1 attached hereto (10the "Adjacent Space") business day period specified in Section 32(b) above, then Landlord shall be free to at such time as such Adjacent Space becomes available for lease during the space described in the First Offer Notice to anyone to whom Landlord desires on any terms Landlord desiresinitial Term; provided, however, that when Landlord receives a request for proposal that Landlord would seriously consider for such space or when Landlord issues a proposal Tenant shall have no right to a third (3rd) party tenant for lease any portion of the Adjacent Space which is re-leased to existing tenants occupying such space. Prior to entering into any new lease for all or any portion of the Adjacent Space, Landlord shall first deliver written notice to Tenant offer (“Second Chance Refusal Notice”) providing Tenant with the additional right of first offer/refusal to lease the First Offer Space on such terms that Landlord would so accept from a third (3rd) party. Notwithstanding the foregoing, however, if the Second Chance Refusal Notice is delivered to Tenant on or before the date which is eighteen (18) months after the Commencement Date, the Agreed Terms reflected in Section 32(a) above shall apply. Tenant’s failure to elect to lease the First Offer Space upon such terms by written notice to Landlord within seven Tenant) to lease the relevant portion of the Adjacent Space to Tenant upon the same terms and conditions as set forth in a bona fide third party offer (7the "Third Party Offer") for the relevant portion of the Adjacent Space being leased. Tenant shall have a period of five (5) business days after Tenant’s following receipt of such Second Chance Refusal Notice said written notice from Landlord to provide Landlord with written notice of its election to lease the Adjacent Space which is the subject of said Third Party Offer. In the event Tenant fails to respond to Landlord within said five (5) business day period, Tenant shall be deemed to constitute Tenant’s election have waived its rights with respect to the leasing of the Adjacent Space. If Tenant elects not to lease such space, in which case Landlord shall be entitled exercise its right to lease the Adjacent Space and such space to any third (3rd) party on terms no more favorable to the third (3rd) party than those set forth in the Second Chance Refusal Notice. If Landlord does lease such First Offer Space to a third (3rd) party tenant pursuant to the terms and conditions of this Section 32(c) abovesubsequently becomes available for lease, Tenant shall again have no further a right of first refusal with respect to lease such First Offer Space until space. In the expiration or earlier termination of such third (3rd) party lease including any renewal or extension of such third (3rd) party lease pursuant to an express written provision in such third (3rd) party lease. Notwithstanding anything to the contrary contained herein, event Tenant must elect elects to exercise its right of first offer/ refusal, if at all, refusal with respect to all of the space offered by Landlord to Adjacent Space, Tenant at any particular time, and Tenant may not elect shall be deemed to lease only the Adjacent Space which is the subject of said Third Party Offer subject to the terms and conditions as set forth in the Third Party Offer and the parties hereto shall amend the Lease (or enter into a portion thereofnew lease) to memorialize the terms of said Lease.